Arnold Vs Patterson Digest

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G.R. No.

L-20214             March 17, 1923

G. C. ARNOLD, plaintiff (Arnold)-appellant,


vs.
WILLITS & PATTERSON, LTD., defendant-appellee.

Facts: That at the inception C.D. Willits and I. L. Patterson constituted the firm of Willits &
Patterson doing business in the City of San Francisco; that later Patterson retired from the firm,
and Willits acquired all of his interests and thereafter continued the business under the name and
style of Willits & Patterson; that the original contract Exhibit A was made between the plaintiff
(Arnold) and the old firm at San Francisco on July 31, 1916, to cover a period of five years from
that date; that plaintiff (Arnold) entered upon the discharged of his duties and continued his
services in the Philippine Islands to someone for the period of five years; that on November 10,
1919, and as a result of conferences between Willits and the plaintiff (Arnold), Exhibit B was
addressed and signed in the manner and form above stated in the City of Manila. A short time
prior to that date Willits organized a corporation in San Francisco, in the State of California,
which took over and acquired all of the assets of the firm's business in California then being
conducted under the name and style of Willits & Patterson; that he subscribed for all of the
capital stock of the corporation, and that in truth and in fact he was the owner of all of its capital
stock. After this was done he caused a new corporation to be organized under the laws of the
Philippine Islands with principal office at Manila, which took over and acquired all the business
and assets of the firm of Willits & Patterson in the Philippine Islands, in and to which, in legal
effect, he subscribed for all of its capital stock, and was the owner of all of its stock. After both
corporations were organized the above letter was drafted and signed. The plaintiff (Arnold)
contends that the signing of Exhibit B in the manner and under the conditions in which it was
signed, and through the subsequent acts and conduct of the parties, was ratified and, in legal
effect, became and is now binding upon the defendant.

Syllabus:

Where A entered upon the discharge of his duties under a contract with the firm of W & P, and the firm
organized a corporation, which took over all of its assets and continued to conduct the business of the
firm as a corporation and which dealt with and treated A as its agent, in the same manner as the firm
had previously done, the corporation is bound by the contract which the firm made with A Arnold vs.
Willits & Patterson, 44 Phil. 634, No. 20214 March 17, 1923

Where A entered upon the discharge of his duties under a contract with the firm of W & P, and the firm
organized a corporation, which took over all of its assets and continued to conduct the business of the
firm as a corporation and which dealt with and treated A as its agent, in the same manner as the firm
had previously done, the corporation is bound by the contract which the firm made with A Arnold vs.
Willits & Patterson, 44 Phil. 634, No. 20214 March 17, 1923.

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