MAXIMILIANO SANCHO, vs.
SEVERIANO the loss, including the Travellers Multi- Indemnity,
LIZARRAGA
G.R.No. L-33580 February 6, 1931
Subject: BusOrg 1
FACTS:
The plaintiff brought an action for the rescission of
the partnership contract between himself and the
defendant and the reimbursement of his investment
worth 50,000php with interest at 12 per cent per
annum form October 15, 1920, with costs, and any
other just and equitable remedy against said
defendant. The defendant denies generally and
specifically all the allegations of the complaint and
asked for the dissolution of the partnership, and the
payment to him as its manager and administrator
P500 monthly from October 15, 1920 until the final
dissolution with interest.
The CFI found that the defendant had not
contributed all the capital he had bound himself to
invest hence it demanded that the defendant
liquidate the partnership, declared it dissolved on
account of the expiration of the period for which it
was constituted, and ordered the defendant, as
managing partner, to proceed without delay to
liquidate it, submitting to the court the result of the
liquidation together with the accounts and vouchers
within the period of thirty days from receipt of notice
of said judgment. The plaintiff appealed from said
decision praying for the rescission of the partnership
contract between him and the defendant in
accordance with Art. 1124.
ISSUE:
WON plaintiff acquired the right to demand
rescission of the partnership contract according to
article 1124 of the Civil Code.
HELD:
The SC ruled that owing to the defendant’s failure to
pay to the partnership the whole amount which he
bound himself to pay, he became indebted to the
partnership for the remainder, with interest and any
damages occasioned thereby, but the plaintiff did not
thereby acquire the right to demand rescission of the
partnership contract according to article 1124 of the
Code. Article 1124 cannot be applied to the case in
question, because it refers to the resolution of
obligations in general, whereas articles 1681 and
1682 specifically refer to the contract of partnership
in particular. And it is a well known principle that
special provisions prevail over general provisions.
Hence, SC dismissed the appeal left the decision
appealed from in full force.
Tai Tong v Insurance G.R. No. L-55397 February
29, 1988
Facts:Azucena Palomo obtained a loan from Tai
Tong Chuache Inc. in the amount of P100,000.00.
To secure the payment of the loan, a mortgage was
executed over the land and the building in favor of
Tai Tong Chuache & Co. Arsenio Chua,
representative of Thai Tong Chuache & Co. insured
the latter's interest with Travellers Multi-Indemnity
Corporation for P100,000.00 (P70,000.00 for
the building andP30,000.00 for the contents
thereof)Pedro Palomo secured a Fire
Insurance Policy covering the building for
P50,000.00 with respondent Zenith Insurance
Corporation. On July 16, 1975, another Fire
Insurance was procured from respondent Philippine
British Assurance Company, covering the same
building for P50,000.00 and the contents thereof for
P70,000.00.The building and the contents were
totally razed by fire. Based on the computation of
respondents, Zenith Insurance, Phil. British
Assurance and S.S.S. Accredited Group of Insurers,
paid their corresponding shares of the loss.
Complainants were paid the following: P41,546.79
by Philippine British Assurance Co.,P11,877.14 by
Zenith Insurance Corporation, and P5,936.57 by
S.S.S. Group of Accredited Insurers Demand was
made from respondent Travellers Multi-Indemnity for
its share in the loss but the same was refused.
Hence, complainants demanded from the other three
(3) respondents the balance of each share in the
loss in the amount of P30,894.31 (P5,732.79-Zenith
Insurance: P22,294.62, Phil. British: andP2,866.90,
SSS Accredited) but the same was refused, hence,
this action. In their answers, Philippine British
Assurance and Zenith Insurance Corporation denied
liability on the ground that the claim of the
complainants had already been waived,
extinguished or paid. Both companies set up
counterclaim in the total amount of P 91,546.79.SSS
Accredited Group of Insurers informed the
Commission that the claim of complainants for the
balance had been paid in the amount in full.
Travellers Insurance, on its part, admitted the
issuance of a Policy and alleged defenses that Fire
Policy covering the furniture and building of
complainants was secured by a certain Arsenio
Chua and that the premium due on the fire policy
was paid by Arsenio Chua Tai Tong Chuache & Co.
also filed a complaint in intervention claiming the
proceeds of the fire Insurance Policy issued
by respondent Travellers Multi-Indemnity. As
adverted to above respondent Insurance
Commission dismissed spouses Palomos' complaint
on the ground that the insurance policy subject of
the complaint was taken out by Tai Tong Chuache
&Company, for its own interest only as mortgagee of
the insured property and thus complainant as
mortgagors of the insured property have no right of
action against the respondent. It likewise dismissed
petitioner's complaint in intervention in the following
words: From the above decision, only intervenor Tai
Tong Chuache filed a motion for reconsideration but
it was likewise denied hence, the present petition.
Issue: WON Tai Tong had insurable interest
Held: Yes. Petition granted.
Ratio: Respondent advanced an affirmative defense
of lack of insurable interest on the part of
the petitioner that before the occurrence of the peril
insured against, the Palomos had already paid
their credit due the petitioner. However, they were
never able to prove that Tai had a lack of insurable
interest. Hence, the decision must be adverse
against them.
However respondent Insurance Commission
absolved respondent insurance company from
liability on the basis of the certification issued by the
then Court of First Instance of Davao, Branch II, that
in a certain civil action against the Palomos, Arsenio
Lopez Chua stands as the complainant and not Tai
Tong Chuache. From said evidence respondent
commission inferred that the credit extended by
petitioner to the Palomos secured by the insured
property must have been paid. These findings
was based upon a mere inference. The record of the
case shows that the petitioner to support its claim for
the insurance proceeds offered as evidence the
contract of mortgage which has not been cancelled
nor released. It has been held in along line of cases
that when the creditor is in possession of the
document of credit, he need not prove non-payment
for it is presumed. The validity of the insurance
policy taken by petitioner was not assailed by private
respondent. Moreover, petitioner's claim that
the loan extended to the Palomos has not yet been
paid was corroborated by Azucena Palomo who
testified that they are still indebted to herein
petitioner.
On the issue that the case should have been
brought by the partnership, as proper party:
Public respondent argues however, that if the civil
case really stemmed from the loan granted to
Azucena Palomo by petitioner the same should have
been brought by Tai Tong Chuache or by its
representative in its own behalf. From the above
premise, respondent concluded that the obligation
secured by the insured property must have been
paid. However, it should be borne in mind that
petitioner being a partnership may sue and be sued
in its name or by its duly authorized representative.
Petitioner's declaration that Arsenio Lopez Chua
acts as the managing partner of the partnership was
corroborated by respondent insurance
company. Thus Chua as the managing partner of the
partnership may execute all acts of administration
including the right to sue debtors of the partnership
in case of their failure to pay their obligations when
it became due and demandable. Public respondent's
allegation that the civil case flied by Arsenio Chua
was in his capacity as personal creditor of spouses
Palomo has no basis. The policy, then had legal
force and effect.
GEORGE LITTON, petitioner-appellant, vs. HILL
& CERON, ET AL., respondents-appellees.
G.R. No. L-45624 April 25, 1939
Subject: BusOrg 1
Facts:
This is a petition to review on certiorari the decision
of the Court of Appeals. On February 14, 1934,
Litton sold and delivered to Carlos Ceron, who is
one of the managing partners of Hill & Ceron, a
certain number of mining claims, and by virtue of
said transaction, Ceron delivered to plaintiff
adocument (receipt) acknowledging that he received
from Litton certain share certificates of Big Wedge
Mining Company totaling P1870. Ceron paid to the
plaintiff the sum or P1,150 leaving an unpaid
balance of P720, and unable to collect this sum
either from Hill & Ceron or from its surety Visayan
Surety & Insurance Corporation, Litton filed a
complaint in the Court of First Instance of Manila
against the said defendants for the recovery of the
said balance.
The lower court, after trial, ordered Carlos Ceron
personally to pay the amount claimed and absolved
the partnership Hill & Ceron, Robert Hill and the
Visayan Surety & Insurance Corporation. On appeal
to the CA, the latter affirmed the decision of the
lower court, having reached the conclusion that
Ceron did not intend to represent and did not act for
the firm Hill & Ceron in the transaction involved in
this litigation.
Issue: WON Ceron’s act binds the partnership.
Held:
Yes, we reach the conclusion that the transaction
made by Ceron with the plaintiff should be
understood in law as effected by Hill & Ceron and
binding upon it.
In the first place, it is an admitted fact by Robert Hill
when he testified at the trial that he and Ceron,
during the partnership, had the same power to buy
and sell; that in said partnership Hill as well as
Ceron made the transaction as partners in equal
parts; that on the date of the transaction, February
14, 1934, the partnership between Hill and Ceron
was in existence.
According to the articles of copartnership of ‘Hill &
Ceron,’ a written contract of the firm can only be
signed by one of the partners if the other partner
consented. Without the consent of one partner, the
other cannot bind the firm by a written contract. Now,
assuming for the moment that Ceron attempted to
represent the firm in this contract with the plaintiff
(the plaintiff conceded that the firm name was not
mentioned at that time), the latter has failed to prove
that Hill had consented to such contract. Also, third
persons, like the plaintiff, are not bound in entering
into a contract with any of the two partners, to
ascertain whether or not this partner with whom the
transaction is made has the consent of the other
partner. The public need not make inquires as to the
agreements had between the partners. Its
knowledge, is enough that it is contracting with the
partnership which is represented by one of the
managing partners.
The respondent argues in its brief that even
admitting that one of the partners could not, in his
individual capacity, engage in a transaction similar to
that in which the partnership is engaged without
binding the latter, nevertheless there is no law which
prohibits a partner in the stock brokerage business
for engaging in other transactions different from
those of the partnership, as it happens in the present
case, because the transaction made by Ceron is a
mere personal loan, and this argument, so it is said,
is corroborated by the Court of Appeals. We do not
find this alleged corroboration because the only
finding of fact made by the Court of Appeals is to the
effect that the transaction made by Ceron with the
plaintiff was in his individual capacity.
The appealed decision is reversed and the
defendants are ordered to pay to the plaintiff, jointly
and severally, the sum of P720, with legal interest,
from the date of the filing of the complaint, minus the
commission of one-half per cent (½%) from the
original price of P1,870, with the costs to the
respondents. So ordered.