AGENCY TRUST AND PARTNERSHIP | MAGDUSA VS. ALBARAN G.R. No. L-17526, June 30, 1962
MAGDUSA VS. ALBARAN
G.R.
No. L-17526, June 30, 1962
TOPIC/DOCTRINE
FACTS
Appeal from a decision of the Court of
Appeals (G.R. No. 24248-R) reversing a judgment of the Court of First Instance
of Bohol and ordering appellant Gregorio Magdusa to pay to appellees, by way of
refund of their shares as partners, the following amounts: Gerundio Albaran,
P8,979.10; Pascual Albaran, P5,394.78; Zosimo Albaran, P1,979.28; and Telesforo
Bebero, P3,020.27; plus legal interests from the filing of the complaint, and
costs.
The Court of
Appeals found that appellant and appellees, together with various other
persons, had verbally formed a partnership de facto, for the sale
of general merchandise in Surigao, Surigao, to which appellant contributed
P2,000 as capital, and the others contributed their labor, under the condition
that out of the net profits of the business 25% would be added to the original
capital, and the remaining 75% would be divided among the members in proportion
to the length of service of each.
Sometime in 1953 and 1954, the appellees
expressed their desire to withdraw from the partnership, and appellant
thereupon made a computation to determine the value of the partners' shares to
that date. Appellees thereafter made demands upon appellant for payment, but
appellant having refused, they filed the initial complaint in the court below.
Appellant defended by denying any partnership with appellees, whom he claimed
to be mere employees of his.
ISSUE
Whether the appellant can be held liable in his
personal capacity for the payment of partners' shares.
RULING
No.
The court ruled that a partner's share can
not be returned without first dissolving and liquidating the partnership (Po
Yeng Cheo vs. Lim Ka Yam, 44 Phil. 177), for the return is dependent on the
discharge of the creditors, whose claims enjoy preference over those of the
partners; and it is self-evident that all members of the partnership are
interested in his assets and business, and are entitled to be heard in the
matter of the firm's liquidation and the distribution of its property. The liquidation Exhibit "C" is
not signed by the other members of the partnership besides appellees and
appellant; it does not appear that they have approved, authorized, or ratified
the same, and, therefore, it is not binding upon them. At the very least, they
are entitled to be heard upon its correctness. In addition, unless a proper
accounting and liquidation of the partnership affairs is first had, the capital
shares of the appellees, as retiring partners, can not be repaid, for the
firm's outside creditors have preference over the assets of the enterprise
(Civ. Code, Art. 1839), and the firm's property can not be diminished to their prejudice.
Finally,
the appellant cannot be held liable in his personal capacity for the payment of
partners' shares for he does not hold them except as manager of, or trustee
for, the partnership. It is the latter that must refund their shares to the retiring
partners. Since not all the members of the partnership have been impleaded, no
judgment for refund can be rendered, and the action should have been dismissed.
