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1. CONCEPT OF PARTNERSHIP EE.M.

DELACRUZ, DMD
AND ITS CLASSIFICATION
ART. 1768
Issue:
1. ALFREDO N. AGUILA, JR. vs. COURT OF APPEALS and
FELICIDAD S. VDA. DE ABROGAR Whether petitioner is the real party in interest against whom
G.R. No. 127347, November 25, 1999 this action should be prosecuted.

Facts: Ruling:

Petitioner is the manager of A.C. Aguila & Sons, Co. (ACASC), a No. Under Article 1768 of the Civil Code, a partnership "has a
partnership engaged in lending activities. Private respondent, with juridical personality separate and distinct from that of each of the
the consent of her late husband, and ACASC, represented by partners." The partners cannot be held liable for the obligations of the
petitioner, entered into a Contract of Sale/Memorandum of partnership unless it is shown that the legal fiction of a different
Agreement with right to repurchase. ACASC bought the property of juridical personality is being used for fraudulent, unfair, or illegal
Spouses Abrogar located in Marikina, and respondent was given the purposes.
option to repurchase the said property within 90 days from the
execution of the memorandum of agreement. In this case, respondent has not shown that ACASC, as a
separate juridical entity, is being used for fraudulent, unfair, or illegal
Respondent failed to redeem the property. Hence, pursuant to purposes. Moreover, the title to the subject property is in the name of
the agreement and a special power of attorney, petitioner caused the ACASC and the Memorandum of Agreement was executed between
cancellation of their title and the issuance of a new certificate of title private respondent, with the consent of her late husband, and ACASC,
in the name of ACASC. Counsel for ACASC then demanded respondent represented by petitioner. Hence, it is the partnership, not its officers
to vacate the premises and surrender its possession to ACASC. The or agents, which should be impleaded in any litigation involving
demand went unheeded, thus, ACASC filed an ejectment case against property registered in its name. A violation of this rule will result in
her in the MeTC. the dismissal of the complaint.

The MeTC ruled in favor of ACASC. Private respondent


appealed first to the RTC then to the CA, and later to the SC, but she
lost in all the cases. Respondent then filed a petition for declaration
of nullity of a deed of sale with the RTC, alleging that the signature of
her husband on the deed of sale was a forgery because he was already
dead when the deed was supposed to have been executed. She had
also filed a criminal complaint for falsification against petitioner
which was dismissed.
2. G.R. No. L-17295 July 30, 1962
The RTC dismissed respondents petition. However, on ANG PUE & COMPANY, ET AL., plaintiffs-appellants,
appeal, the CA reversed. Hence, petitioner filed this present petition vs.
for review on certiorari.
1. CONCEPT OF PARTNERSHIP EE.M.DELACRUZ, DMD
AND ITS CLASSIFICATION
ART. 1768
SECRETARY OF COMMERCE AND INDUSTRY, defendant- such, is not a matter of absolute right but a privilege which may be
appellee. enjoyed only under such terms as the State may deem necessary
DIZON, J.: to impose. That the State, through Congress, and in the manner
provided by law, had the right to enact Republic Act No. 1180 and
FACTS: to provide therein that only Filipinos and concerns wholly owned
On May 1, 1953, Ang Pue and Tan Siong, both Chinese by Filipinos may engage in the retail business can not be
citizens, organized the partnership Ang Pue & Company for a seriously disputed. That this provision was clearly intended to
term of five years from May 1, 1953, extendible by their mutual apply to partnership already existing at the time of the enactment
consent. The purpose of the partnership was "to maintain the of the law is clearly showing by its provision giving them the right
business of general merchandising, buying and selling at to continue engaging in their retail business until the expiration of
wholesale and retail, particularly of lumber, hardware and other their term or life.
construction materials for commerce, either native or foreign." The The agreement contain therein must be deemed subject
corresponding articles of partnership (Exhibit B) were registered in to the law existing at the time when the partners came to agree
the Office of the Securities & Exchange Commission on June 16, regarding the extension. In the present case, as already stated,
1953. when the partners amended the articles of partnership, the
On June 19, 1954 Republic Act No. 1180 was enacted to provisions of Republic Act 1180 were already in force, and there
regulate the retail business. It provided, among other things, that, can be not the slightest doubt that the right claimed by appellants
after its enactment, a partnership not wholly formed by Filipinos to extend the original term of their partnership to another five
could continue to engage in the retail business until the expiration years would be in violation of the clear intent and purpose of the
of its term. law aforesaid.
On April 15, 1958 prior to the expiration of the five-year term of WHEREFORE, the judgment appealed from is affirmed, with
the partnership Ang Pue & Company, but after the enactment of costs.
the Republic Act 1180, the partners already mentioned amended
the original articles of part ownership (Exhibit B) so as to extend
the term of life of the partnership to another five years. When the
amended articles were presented for registration in the Office of
the Securities & Exchange Commission on April 16, 1958,
registration was refused upon the ground that the extension was
in violation of the aforesaid Act.
ISSUE: W/N the extension for another five years of the term of the
plaintiffs' partnership is in violation of the provisions of Republic
Act No. 1180.?
HELD: Yes.
To organize a corporation or a partnership that could
claim a juridical personality of its own and transact business as

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