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FACTS
In an insolvency proceedings of petitionerestablishment, Sociedad Mercantil, Teck Seing &
Co., Ltd., creditors, Pacific Commercial and others
filed a motion with the Court to declare the individual
partners parties to the proceeding, for each to file an
inventory, and for each to be adjudicated as insolvent
debtors.
RTC granted the motion but subsequently denied it.
Hence this appeal.
ISSUE
Whether the nature of the mercantile establishment, Teck
Seing & Co., Ltd. is a limited partnership.
HELD
NO.
The contract of partnership established a general
partnership.
By process of elimination, Teck Seing & Co., Ltd. Is not
a corporation nor an accidental partnership (joint
account association).
To establish a limited partnership, there must be, at
least, one general partner and the name of at least one of
the general partners must appear in the firm name. This
requirement has not been fulfilled. Those who seek to
avail themselves of the protection of laws permitting the
creation of limited partnerships must the show a
substantially full compliance with such laws. It must be
noted that all the requirements of the Code have been
met w/ the sole exception of that relating to the
composition of the firm name.
The legal intention deducible from the acts of the parties
controls in determining the existence of a partnership. If
they intend to do a thing w/c in law constitutes a
partnership, they are partners although their very
purpose was to avoid the creation of such relation. Here
the intention of the persons making up, Teck Seing &
Co., Ltd. Was to establish partnership w/c they
erroneously denominated as a limited partnership.
Order appealed from is reversed.