Partnership and Agency Digests For Atty Cochingyan
Partnership and Agency Digests For Atty Cochingyan
Cochingyan
TAN SEN GUAN & CO. VS. PHILIPPINE TRUST
CO.
Facts: Plaintiff Tan Sen Guan & Co. secured a
judgment for a sum of P21,426 against the Mindoro
Sugar Co. of which the Philippine Trust is the trustee.
The plaintiff entered into an agreement with the
defendant Philippine Trust Co. wherein the former
assigned, transferred, and sold to the latter the full
amount of said judgment against Mindoro Sugar Co.
together with all its rights thereto and the latter
offered satisfactory consideration thereto. The
agreement further stipulated that upon signing of the
agreement, Phil Trust shall pay Tan Sen the sum of
P5000; should the Mindoro Sugar be sold or its
ownership be transferred, an additional P10,000
pesos will be paid to Tan Sen upon perfection of the
sale; in case any other creditor of Mindoro Sugar
obtains in the payment of his credit a greater
proportion than the price paid to Tan Sen, the Phil
Trust shall pay to the latter whatever sum may be
necessary to be proportioned the claim of the
creditor. However, if the Mindoro Sugar is sold to any
person who does not pay anything to the creditors or
pay them equal or less than 70 percent of their
claim, or should the creditors obtain from other
sources the payment of their claim equal to or less
than 70 percent, the Phil Trust will only pay to Tan
Senthe additional sum of P10,000 upon the sale or
transfer of the Mindoro Sugar as above stated. The
properties of Mindoro Sugar were later on sold at
public auction to the Roman Catholic Archbishop of
Manila and base on the agreement plaintiff Tan Sen
brought suit against defendant Phil Trust for the sum
of P10,000.
Defendants argument: Only a portion of the
Mindoro Sugars properties were sold.
CFI: Absolved the defendant on two grounds: (a) in
the contract, it was only bound as a trustee and not
as an individual; (b) that it has not been proved that
all the properties of the Mindoro Sugar had been
sold.
Issues:
(1) W/N the defendant is not personally
responsible for the claim of the plaintiff
based on the deed of assignment because
of having executed the same in its capacity
as trustee of the properties of the Mindoro
Sugar.
(2) W/N all the properties of the Mindoro Sugar
were sold at public auction to the Roman
Catholic Archbishop of Manila.
Held: SC reversed CFIs ruling.
(1) The Phil Trust Company in its individual capacity
is responsible for the contract as there was no
express stipulation that the trust estate and not
the trustee should be held liable on the contract
in question. Not only is there no express
stipulation that the trustee should not be held
responsible but the Wherefore clause of the
contract states the judgment was expressly
assigned in favor of Phil Trust Company and not
Phil Trust Company, the trustee. It therefore
follows that appellant had a right to proceed
directly against the Phil Trust on its contract and
CARANTES VS. CA
Facts: A proceeding for expropriation was
commenced by the government for the construction
of the Loakan Airport and a portion of Lot 44, which
was originally owned by Mateo Carantes, was needed
for the landing field. The lot was subdivided into Lots
Nos. 44-a (the portion which the government sought
to expropriate), 44-b, 44-c, 44-d and 44-e.
Negotiations were also under way for the purchase
by the government of lots 44-b and 44-c. When
Mateo Carantes died, his son Maximino Carantes was
appointed administrator of the estate and filed a
project of partition of the remaining portion of Lot 44
wherein he listed as the heirs of Mateo Carantes who
were entitled to inherit the estate, himself and his
brothers and sisters. An Assignment of Right to
Inheritance was executed by the children of Mateo
and the heirs of Apung Carantes in favor of Maximino
Carantes for a consideration of P1. Maximino sold to
the government lots nos. 44-b and 44-c and divided
the proceeds of the sale among himself and the
other heirs of Mateo. The assignment of right to
inheritance was registered by Maximino and the TCT
in the names of the heirs was cancelled and a new
one was issued in the name of Maximino Carantes as
the sole owner of the remaining portions of lot 44. A
complaint was instituted by the three children of
Mateo and the heirs of Apung Carantes against
Maximino praying that the deed of assignment be
declared null and void and that the remaining
portions of lot 44 be ordered partitioned into six
equal shares and Maximino be accordingly ordered to
execute the necessary deed of conveyance in favor
of the other heirs.
Plaintiffs argument: They executed the deed of
assignment only because they were made to believe
by Maximino that the said instrument embodied the
understanding among parties that it merely
authorized the defendant Maximino to convey
portions of lot 44 to the government in their behalf to
minimize expenses and facilitate the transaction and
it was only when they secured a copy of the deed
that they came to know that the same purported to
assign in favor of Maximino their rights to inheritance
from Mateo Carantes.
GONZALES v. IAC
Facts: The land in dispute is registered in the name
of Fausto Soy. In 1941, Fausto sold 253 sq. m. to
Francisco Landingin. In 1954, pursuant to a Deed of
Donation executed by Fausto, Antonio Soy (son of
Fausto) and Gregoria Miranda (wife) sold 240 sq. m.
to Juanito Gonzales and Coronacion Ganaden. In
January 1960, Fausto sold another 240 sq. m. to
Gonzales and Ganaden and two days later, a TCT was
issued in favor of Gonzales, indicating his share as
co-owner of 480 sq. m. and Fausto Soy, 240 sq. m. In
1965, Fausto sold another 140 sq. m. to the Gonzales
and Ganaden.
April 1965, Respondents Rosita Lopez, Gavino
Cayabyab, Agueda and Felipa Ubando, Pedro Soriano,
Teosidia Lopez and Federico Ballesteros (nieces and
nephews of Fausto) filed the instant complaint for
partition against Fausto Soy. On the same day they
filed a notice of lis pendens and had it annotated on
the OCT. Fausto answered and contested plaintiffs
claims, asserting exclusive title in his name. Fausto
countered that the questioned land was never
registered in the names of his parents Eugenio and
Ambrosia, and that he had been the registered owner
of the premises since 1932.
On the basis of evidence adduced ex-parte, the Trial
Court held that respondents and Fausto were coowners of the lot and ordered the partition thereof.
ADAZA V. CA
Facts: In 1953, Victor Adaza Sr. executed a Deed of
Donation, covering the disputed land in this case,
located in Sinonok, Zamboanga del Norte in favor of
Respondent Violeta. The land being disposable public
land had been held and cultivated by Victor, Sr. With
the help of her brother, Horacio, Violeta filed a
ARMAMENTO V. GUERRERO
RAMOS v RAMOS
Facts: Spouses Martin Ramos and Candida were
survived by three legitimate children: Jose, Agustin
and Granada. Martin was also survived by 7 natural
children. A special proceeding was instituted for the
settlement of the estate of said spouses. Rafael,
brother of Martin was appointed administrator. A
project of partition was submitted and the conjugal
hereditary estate was appraised at P74,984.93. It
consisted of 18 parcels of land, some head cattle and
advances to the legitimate children. It was agreed in
the project of partition that Jose and Agustin would
pay the cash adjudications to their natural siblings.
Only the sum of P 37, 492.46 of the P74k
represented the estate of Martin. 1/3 thereof was the
free portion out of which the shares of the natural
children were to be taken: each would get P1,785.35.
The project of partition as well as the intervention of
Timoteo as guardian of the five minor heirs was
approved by the court. Later on, Judge Nepomuceno
asked the administrator to submit a report showing
that the shares have been delivered to the heirs as
required which the siblings acknowledged in a
manifestation. The Himalayan cadastre (8 lots)
involved in this case were registed in equal shares in
the names of Joses widow, Gregoria and her
daughter Granada.
The Plaintiffs (natural children) contend that while
they were growing up, they had been well supported
by Jose and Agustin as they had been receiving their
shares from the produce of the Haciendas in varied
amounts over the years. Even after the death of Jose,
Gregoria had continued giving them money but had
stopped in 1951 by reason that lessee Lacson was
not able to pay the lease rental. No accounting had
ever been made to them by Jose nor Gregoria. Upon
the survey of the land, they did not intervene, as Jose
and Agustin promised that said lands shall be
registered in the names of the heirs. They did not
know that the intestate proceedings were instituted
for the distribution of the estate of their father.
Neither did they have any knowledge that a guardian
was assigned to represent their minor siblings,
considering that Modesto and Miguel who were
claimed to be such were no longer minors at the time
of the partition. They never received their share in
the estate of their father. Plaintiffs later on
discovered that the property had a Torrens title in the
name of Gregoria and her daughter when Modestos
children had inquired from the Register of Deeds.
Petitioners now bring the present suit for the
reconveyance of the subject parcels of land in their
favor.
Petitioners claim that in effect, Gregoria and
daughter are holding their shares in trust which was
denied by defendants. Defendants alledge res
judicata and prescription.
GERONA v DE GUZMAN
Facts: Petitioner Gerona heirs are the legitimate
children of Domingo Gerona and Placida de Guzman.
Placida was a legitimate daughter of Marcelo de
Guzman and his first wife Teodora de la Cruz. After
the death of Teodora, Marcelo married Camila Ramos.
Their children are herein respondents de Guzman
heirs. Marcelo died some time in Septermber 1945
and respondents executed a deed of extra-judicial
settlement of his estate. They fraudulently stipulated
therein that they were the only surviving heirs of
Marcelo although knowing that petitioners were also
his forced heirs. They were able to cause the transfer
the certificates of 7 parcels of land each in their
names. The petitioners discovered the fraud only the
year before the institution of the case. Petitioners
seek to annul the extra-judicial settlement as well as
have their shares in the said properties reconveyed
to them.
Contentions: Defendants argue that Placida de
Guzman was not entitled to share in the estate of
Marcelo as she was an illegitimate child and that the
action of the Petitioners is barred by the statute of
limitations.
Rulings:
TRIAL COURT: The trial court dismissed the case
after finding that Placida was a legitimate child of
Marcelo and that the properties described herein
belonged to the conjugal partnership of Marcelo and
Camila. It also ruled that Petitioners action had
already prescribed.
CA: affirmed ruling of the trial court
Contentions: Petitioners assert that since they are
co-heirs of Marcelo, the action for partition is not
subject to the statue of limitations; that if affected,
the period of 4 years did not begin to run until
discovery of the fraud. They claim that the fraud
done by respondents took place in 1956 or 1957 and
that it had not prescribed when the present action
was commenced.
SC: The rule holds true only when the defendants do
not hold the property in question under an adverse
title. The statute of limitations operates from the
time the adverse title is asserted by the possessor of
the property.
The defendants excluded the petitioners from the
estate of Marcelo when they executed the deed of
extra-judicial settlement claiming that they are the
sole heirs thus setting up an adverse title to the
estate.
An action for reconveyance of real property based
upon a constructive or implied trust, resulting from
fraud may be barred by the statute of limitations and
the action may only be filed within 4 years from the
discovery of the fraud. In the case at bar, the
discovery was made on June 25, 1948 when the deed
was filed with the Register of Deeds and new
certificates of title were issued in the names of the
respondents exclusively. Plaintiffs complaint was not
filed until November 4, 1958 or more than 10 years
after.
SC ruling: No.
ORTEGA VS CA
FACTS: The law firm of R,L,S and C was duly
registered in the Mercantile Registry and
reconstituted with the SEC. There were several
amendments to its articles of partnership.
Respondent-Appellees senior and junior partners
associated themselves together. Ortega informed
them through a letter that he is retiring from the firm
of Bito, Misa and Lozada regarding the liquidation of
his participation in it. He later on filed with the SICD a
petition for dissolution and liquidation of partnership.
Hearing Officer: said withdrawal of O did not
dissolve the law partnership and both parties to the
case are enjoined to abide by the provisions of the
YES.
3.
W/N the consent of the other partner was
necessary to perfect the sale of the partnership
properties to Sycip and Betty NO.
Held: 1. The right of exclusive management
conferred upon Tan Sin An, being premised upon
trust and confidence, was a mere personal right that
terminated upon Tans demise. The provision in the
articles of partnership stating that the deceased
partner shall be represented by his heirs could not
have referred to the managerial rights given to Tan
Sin An but it more appropriately relates to the
succession in the propriety interest of each partner
(heir becomes limited partner only).
2. However, consonant with the articles of co
partnership providing for the continuation of the firm
notwithstanding the death of one of the partners, the
heir of the deceased, by never repudiating or
refusing to be bound under said provision, became
individual partner with Goquiolay upon Tans demise.
By allowing Kong Chai Pin to retain control of the
partnership properties from 1942 to 1949, Goquiolay
is estopped from denying her legal representation of
the partnership, with the power to bind it with proper
contracts. By authorizing the widow of the managing
partner to manage partnership property (which a
limited partner could not be authorized to do), the
other general partner recognized her as a general
partner, and is now in estoppel to deny her position
as a general partner, with authority to administer
and alienate partnership property.
IDOS VS. CA
Facts:
Irma Idos, petitioner, formed a short-lived
partnership with Eddie Alarilla, respondent, for a
leather tanning business. Upon the business
liquidation, it had receivables and stocks worth
P1,800,000. For the share of Alarilla, Idos issued four
post-dated checks of which only three out of four
checks were encashed. This impelled Alarilla to file
for a BP 22 case against Idos when the latter refused
to pay the value of the check after the former has
demanded for it.
On her defense, Idos claimed that the check
served only as an assurance of Alarillas share in
the partnership and that it was not supposed to be
deposited until the stocks have been sold. This was
refuted by Alarilla and subsequently Idos was
convicted by the trial court of the offense charged.
The CA affirmed the decision of the trial court.
YU VS. NLRC
Facts: Yu was formerly the Assistant General
Manager of a registered partnership, Jade Mountain.
The partnership was originally composed of Bendal
siblings as general partners and others who were
limited partners. The partnership business consisted
of exploiting marble deposit found on the land of the
Cruz spouses by virtue of a memorandum
agreement. Yu was hired by virtue of a Partnership
Resolution as Assistant General Manager with a
monthly salary. He, however, only received half of his
monthly salary since he had accepted the promise of
the partners that the balance would be paid when
the firm shall have secured additional operating