ROJAS VS.
MAGLANA 192 SCRA 110 (1990)
Ortega vs. CA 245 SCRA 529 (1995)
FACTS:
On December 19, 1980, respondent Misa associated himself together, as senior
partner with petitioners Ortega, del Castillo, Jr., and Bacorro, as junior partners.
On Feb. 17, 1988, respondent Misa wrote a letter stating that he is withdrawing
and retiring from the firm and asking for a meeting with the petitioners to discuss
the mechanics of the liquidation. On June 30, 1988, petitioner filed a petition to the
Commision's Securities Investigation and Clearing Department for the formal
dissolution and liquidation of the partnership. On March 31, 1989, the hearing
officer rendered a decision ruling that the withdrawal of the petitioner has not
dissolved the partnership. On appeal, the SEC en banc reversed the decision and
was affirmed by the Court of Appeals. Hence, this petition.
ISSUE:
Whether or not the Court of Appeals has erred in holding that the partnership is a
partnership at will and whether or not the Court of Appeals has erred in holding
that the withdrawal of private respondent dissolved the partnership regardless of
his good or bad faith
HELD:
No. The SC upheld the ruling of the CA regarding the nature of the partnership.
The SC further stated that a partnership that does not fix its term is a partnership at
will. The birth and life of a partnership at will is predicated on the mutual desire
and consent of the partners. The right to choose with whom a person wishes to
associate himself is the very foundation and essence of that partnership. Its
continued existence is, in turn, dependent on the constancy of that mutual resolve,
along with each partner's capability to give it, and the absence of a cause for
dissolution provided by the law itself. Verily, any one of the partners may, at his
sole pleasure, dictate a dissolution of the partnership at will. He must, however, act
in good faith, not that the attendance of bad faith can prevent the dissolution of the
partnership but that it can result in a liability for damages.
FACTS:
Maglana and Rojas executed their Articles of Co-partnership called “Eastcoast
Development Enterpises” which had an indefinite term of existence and was registered
with the SEC and had a Timber License. One of the EDE’s purposes was to apply or secure
timber and/or private forest lands and to operate, develop and promote such forests rights
and concessions. Maglana shall manage the business affairs while Rojas shall be the
logging superintendent. All profits and losses shall be divided share and share alike
between them.
Later on, the two availed the services of Pahamotang as industrial partner and executed
another articles of co-partnership with the latter. The purpose of this second partnership
was to hold and secure renewal of timber license and the term of which was fixed to 30
years. Still later on, the three executed a conditional sale of interest
inthe partnership wherein Maglana and Rojas shall purchase the interest, share and particip
ation in the partnership of Pahamotang. It was also agreed that after payment of such
including amount of loan secured by Pahamotang in favor of the partnership, the two shall
become owners of all equipment contributed by Pamahotang .
After this, the two continued the partnership without any written agreement or
reconstitution of their articles of partnership. Subsequently, Rojas entered into a
management contract with CMS Estate Inc. Maglana wrote him re: his contribution to the
capital investments as well as his duties as logging superintendent. Rojas replied that he
will not be able to comply with both. Maglana then told Rojas that the latter’s share will
just be 20% of the net profits. Such was the sharing from 1957 to 1959 without complaint
or dispute. Rojas took funds from the partnership more than his contribution. Maglana
notified Rojas that he dissolved the partnership. Rojas filed an action against Maglana for
the recovery of properties and accounting of the partnership and damages.
CFI: the partnership of Maglana and Rojas is after Pahamotang retired is one of de facto
and at will; the sharing of profits and losses is on the basis of actual contributions; there is
no evidence these properties were acquired by
the partnership funds thus it should not belong to it; neither is entitled todamages; the letter
of M in effect dissolved the partnership; sale of forest concession is valid and binding and
should be considered as Maglana’s contribution; Rojas must pay or turn over to the
partnership the profits he received from CMS and pay his personal account to the
partnership; Maglana must be paid 85k which he should’ve received but was not paid to
him and
must be considered as his contribution.
ISSUE : what is the nature of the partnership and legal relationship of M-Rafter P retired
from the second partnership? May M unilaterally dissolve the partnership?
SC: There was no intention to dissolve the first partnership upon the constitution of the
second as everything else was the same except for the fact that they took in an industrial
partner: they pursued the same purposes, the capital contributions call for the same
amounts, all subsequent renewals of Timber License were secured in favor of the first
partnership, all businesses were carried out under the registered articles. Maglana and
Rojas agreed to purchase the interest, share and participation of Pahamatong and after, they
became owners of the equipment contributed by P. Both considered themselves as partners
as per their letters. It is not a partnership de facto or at will as it was existing and duly
registered. The letter of Maglana dissolving the partnership is in effect a notice of
withdrawal and may be done by expressly withdrawing even before expiration of the
period with or without justifiable cause. As to the liquidation of the partnership it shall be
divided “s
Antonio C. Goquilay, ET AL. vs. Washington Z. Sycip, ET AL.
GR NO. L-11840, December 10, 1963
FACTS:
Tan Sin An and Goquiolay entered into a general commercial partnership under the partnership
name “Tan Sin An and Antonio Goquiolay” for the purpose of dealing in real estate. The agreement
lodged upon Tan Sin An the sole management of the partnership affairs. The lifetime of the
partnership was fixed at ten years and the Articles of Co-partnership stipulated that in the event of
death of any of the partners before the expiration of the term, the partnership will not be dissolved but
will be continued by the heirs or assigns of the deceased partner. But the partnership could be
dissolved upon mutual agreement in writing of the partners. Goquiolay executed a GPA in favor of
Tan Sin An.
The plaintiff partnership purchased 3 parcels of land which was mortgaged to “La Urbana” as
payment of P25,000. Another 46 parcels of land were purchased by Tan Sin An in his individual
capacity which he assumed payment of a mortgage debt for P35K. A downpayment and the
amortization were advanced by Yutivo and Co. The two obligations were consolidated in an
instrument executed by the partnership and Tan Sin An, whereby the entire 49 lots were mortgaged in
favor of “Banco Hipotecario”
Tan Sin An died leaving his widow, Kong Chai Pin and four minor
children. The widow subsequently became the administratrix of the estate. Repeated demands were
made by Banco Hipotecario on the partnership and on Tan Sin An. 

Defendant Sing Yee, upon request of defendant Yutivo Sons , paid the remaining balance of the
mortgage debt, the mortgage was cancelled Yutivo Sons and Sing Yee filed their claim in the
intestate proceedings of Tan Sin An for advances, interest and taxes paid in amortizing and
discharging their obligations to “La Urbana” and “Banco Hipotecario.” Kong Chai Pin filed a petition
with the probate court for authority to sell all the 49 parcels of land. She then sold it to Sycip and Lee
in consideration of P37K and of the vendees assuming payment of the claims filed by Yutivo Sons
and Sing Yee. Later, Sycip and Lee executed in favor of Insular Development a deed of transfer
covering the 49 parcels of land.

When Goquiolay learned about the sale to Sycip and Lee, he filed a petition in the intestate
proceedings to set aside the order of the probate court approving the sale in so far as his interest over
the parcels of land sold was concerned. Probate court annulled the sale executed by the administratrix
w/ respect to the 60% interest of Goquiolay over the properties Administratrix appealed.
The
decision of probate court was set aside for failure to include the indispensable parties. New pleadings
were filed. The second amended complaint prays for the annulment of the sale in favor of Sycip and
Lee and their subsequent conveyance to Insular Development. The complaint was dismissed by the
lower court hence this appeal.
ISSUE/S: 1. Whether or not a widow or substitute become also a general partner or only a limited
partner.
2. Whether or not the lower court err in holding that the widow succeeded her husband Tan
Sin An in the sole management of the partnership upon Tan’s death
3. Whether or not the consent of the other partners was necessary to perfect the sale of the
partnership properties to Sycip and Lee?

HELD:
Kong Chai Pin became a mere general partner. By seeking authority to manage partnership property,
Tan Sin An’s widow showed that she desired to be considered a general partner. By authorizing the
widow to manage partnership property (which a limited partner could not be authorized to do),
Goqulay recognized her as such partner, and is now in estoppel to deny her position as a general
partner, with authority to administer and alienate partnership property. The articles did not provide
that the heirs of the deceased would be merely limited partners; on the contrary, they expressly
stipulated that in case of death of either partner, “the co partnership will have to be continued” with
the heirs or assignees. It certainly could not be continued if it were to be converted from a general
partnership into a limited partnership since the difference between the two kinds of associations is
fundamental, and specially because the conversion into a limited association would leave the heirs of
the deceased partner without a share in the management. Hence, the contractual stipulation actually
contemplated that the heirs would become general partners rather than limited ones.
Catalan Vs. Gatchalian
G.R. No. L-11648 April 22, 1959
Facts:
Catalan and Gatchalian are partners. They mortgaged two lots to Dr. Marave
together with the improvements thereon to secure a credit from the latter. The
partnership failed to pay the obligation. The properties were sold to Dr.Marave at a
public auction. Catalan redeemed the property andhe contends that title should be
cancelled and a new one must be issued in his name.
Issue : Did Catalan’s redemption of the properties make him the absolute owner of
the lands?
Ruling: No. The right of redemption pertains to the owner of the property; as it
was the partnership which owned the property, in this case, it was only the
partnership which could properly exercise the right of redemption. Under Article
1807 of the NCC every partner becomes a trustee for his copartner with regard to
any benefits orprofits derived from his act as a partner. Consequently,
whenCatalan redeemed the properties in question, he became a trustee and held the
same in trust for his copartner Gatchalian,subject to his right to demand from the
latter his contribution to the amount of redemption.