12. ANG PUE & CO. v. SEC.

OF COMMERCE AND INDUSTRY 1180) WAS ENACTED PROVIDING THAT ONLY FILIPINOS MAY ENGAGE IN THE
G.R. NO. L-17295 RETAIL BUSINESS –NO
JULY 30, 1962
BY: YEN HELD:
Topic: PARTNERSHIP  To organize a corporation or a partnership that could claim a juridical
Petitioners: ANG PUE & COMPANY, ET AL. personality of its own and transact business as such, is not a matter of
Respondents: SECRETARY OF COMMERCE AND INDUSTRY absolute right but a privilege that may be enjoyed only under such terms
Ponente: DIZON, J. as the State may deem necessary to impose.
 RA 1180 was clearly intended to apply to partnership already existing at
the time of the enactment of the law is clearly showing by its provision
DOCTRINE: To organize a corporation or a partnership that could claim a juridical
giving them the right to continue engaging in their retail business until
personality of its own and transact business as such is not a matter of absolute right the expiration of their term or life.
but a privilege, which may be enjoyed only under such terms, as the State may
 To argue that because the original articles of partnership provided that
deem necessary to impose.
the partners could extend the term of the partnership, the provisions of
RA 1180 cannot be adversely affect Ang Pue & Co, is to erroneously
A provision allowing the extension of the term of the partnership does not
assume that the aforesaid provision constitute a property right of which
constitute a property right of which the partners cannot be deprived without due
the partners cannot be deprived without due process or without their
process or without their consent. Such provision is subject to the law existing at the
consent.
time when the partners came to agree regarding the extension.
 The agreement contain therein must be deemed subject to the law
existing at the time when the partners came to agree regarding the
FACTS:
extension.
 May 1, 1953: Ang Pue and Tan Siong, both Chinese citizens, organized the
 In this case, as already stated, when the partners amended the articles of
partnership Ang Pue & Company for a term of 5 years extendible by their
partnership, the provisions of RA 1180 were already in force, and there
mutual consent. The purpose of such partnership was to maintain a retail
can be not the slightest doubt that the right claimed by appellants to
business.
extend the original term of their partnership to another five years would
 June 19, 1954: RA 1180 was enacted to regulate the retail business. It
be in violation of the clear intent and purpose of RA 1180
provided that only Filipinos and concerns wholly owned by Filipinos may
engage in the retail business. Fortunately for Ang Pue & Co., it also
WHEREFORE, THE JUDGMENT APPEALED FROM IS AFFIRMED, WITH COSTS.
provides that a partnership not wholly formed by Filipinos already
existing at the time of the enactment of the law could continue to engage
in the retail business until the expiration of its term.
 April 15, 1958 or prior to the expiration of the term of the partnership,
Ang Pue & Tan Siong amended their articles of partnership to extend the
term of life of the partnership to another 5 years.
 April 16, 1958: In the Office of the SEC, their registration for extension
was refused upon the ground that the same was in violation of RA 1180.
 Hence, an action for declaratory relief was filed in the CFI by Ang Pue &
Company, Ang Pue and Tan Siong against the respondent Secretary of
Commerce and Industry.

ISSUE: WHETHER ANG PUE & CO., A PARTNERSHIP IN THE RETAIL BUSINESS NOT
FORMED BY FILIPINOS, CAN EXTEND THEIR TERM CONSIDERING THAT A LAW (RA