AGENCY TRUST AND PARTNERSHIP | GOQUIOLAY VS. SYCIP, 9 SCRA 663, DECEMBER 10, 1963
GOQUIOLAY
VS. SYCIP,
9
SCRA 663, DECEMBER 10, 1963
TOPIC/DOCTRINE
A third
person has the right to presume that a general partner dealing with partnership
property has the requisite authority from his co-partners.
FACTS
The matter now pending
is the appellant’s motion for reconsideration of our main decision, wherein we
have upheld the validity of the sale of the lands owned by the partnership
Goquiolay & Tan Sin An, made in 1949 by the widow of the managing partner,
Tan Sin An (executed in her dual capacity as Administratrix of the husband’s
estate and as partner in lieu of the husband), in favor of buyers Washington
Sycip and Betty Lee.
Appellant
Goquiolay, in his motion for reconsideration, insists that, contrary to our
holding, Kong Chai Pin, widow of the deceased partner Tan Sin An, never became
more than a limited partner,
incapacitated by law to manage the affairs of the partnership; that the
testimony of her witnesses Young and Lim belies that she took over the
administration of the partnership property; and that, in any event, the sale
should be set aside because it was executed with the intent to defraud
appellant of his share in the properties sold.
That
partnership was expressly organized “to engage in real estate business, either
by buying and selling real
estate”.
ISSUE
Whethr Kong Chai Pin
became a general partner.
RULING
Yes.
Here, the court ruled that 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), Goquiolay 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.
It must be remember that the articles of
co-partnership here involved expressly stipulated that:
In the event of the death of any
of the partners at any time before the expiration of said term, the
co-partnership shall not be dissolved but will have to be continued and the
deceased partner shall be represented by his heirs or assigns in said
co-partnership (Art. XII, Articles of Co-Partnership).
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
assigns. 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 have the heirs of
the deceased partner without a share in the management. Hence, the contractual
stipulation does actually contemplate that the heirs would become general
partners rather than limited ones.
Knowing that by law a limited
partner is barred from managing the partnership business or property, third
parties (like the purchasers) who found the widow possessing and managing the
firm property with the acquiescence (or at least without apparent opposition)
of the surviving partners were perfectly justified in assuming that she had
become a general partner, and, therefore, in negotiating with her as such a
partner, having authority to act for, and in behalf of the firm.
