AGENCY TRUST AND PARTNERSHIP | BONNEVIE VS. HERNANDEZ, 95 PHIL. 175, MAY 31, 1954
BONNEVIE VS. HERNANDEZ,
95 PHIL. 175, MAY 31, 1954
TOPIC/DOCTRINE
As a
general rule, when a partner retires from the partnership, he is entitled to
the payment of what may be due him after a liquidation. But no liquidation is necessary
where there is already a settlement or an agreement as to what the retiring
partner shall receive, and the latter was in fact reimbursed pursuant to the
agreement.
FACTS
Plaintiffs with other
associates formed a syndicate or secret partnership for the purpose of
acquiring the plants, franchises and other properties of the Manila Electric
Co. — hereinafter called the Meralco. Using
partnership funds, defendant was able to buy the Meralco properties. Although
defendant was the one named vendee in the deed of sale, there is no question
that the transaction was in penalty made for the partnership so that the latter
assumed control of the business the day following the sale.
About the latter half of the
following month the members of the partnership proceeded with the formation of
the proposed corporation, apportioning among themselves its shares of stock in
proportion to their respective contributions to the capital of the partnership
and their individual efforts in bringing about the acquisition of the Meralco
properties.
But before the incorporation,
judge Reyes and the plaintiffs withdrew from the partnership for the reason
that the business was not going well, and, as admitted by both parties, the
partnership was then dissolved. In accordance with
the terms of the resolution, the withdrawing partners were, on the following
day, reimbursed their respective contributions to the partnership fund.
Following
the dissolution of the partnership, the members who preferred to remain in the
business went ahead with the formation of the corporation, taking in new
associates as stockholders. And defendant, on his part, in fulfillment of his
trust, made a formal assignment of the Meralco properties to the treasurer of
the corporation, giving them a book value of P365,000, in return for which the
corporation issued, to the various subscribers to its capital stock, shares of
stock of the total face value of P225,000 and assumed the obligation of paying
what was "still due the Meralco on the purchase price. The new corporation
was named "Bicol Electric Company."
Two years
from their withdrawal from the partnership, when the corporate business was
already in a prosperous condition, plaintiffs brought the present suit against
Jaime Hernandez, claiming a share in the profit the latter is supposed to have
made from the assignment of the Meralco properties to the corporation,
estimated by plaintiffs to be P225,000 and their share of it to be P115,312.50.
ISSUE
Whether plaintiffs are entitled
to the profits of the dissolved partnership.
RULING
No.
The court ruled that as a general rule, when a partner retires from the
partnership, he is entitled to the payment of what may be due him after a
liquidation. But no liquidation is necessary where there is already a
settlement or an agreement as to what the retiring partner shall receive, and
the latter was in fact reimbursed pursuant to the agreement.
Here, the
court ruled that in the first place, the profit alleged to have been realized
from the assignment of the Meralco properties to the new corporation, the Bicol
Electric Company, is more apparent than real. In the second place,
assuming that the assignment actually brought profit to the partnership, it is
hard to see how defendant could be made to answer for plaintiffs' alleged share
thereof. It does not appear that plaintiffs have ever asked for a
liquidation, and as will presently be explained no liquidation was called for
because when plaintiffs withdrew from the partnership the understanding was
that after they had been reimbursed their investment, they were no longer to
have any further interest in the partnership or its assets and liabilities.
And this condition was fulfilled when on the following day they were reimbursed
the respective amounts due them pursuant to the agreement.
