MAXIMO GUIDOTE v.

ROMANA BORJA (administratrix of the estate of Narciso Santos) 1928 / Ostrand FACTS Maximo Guidote and Narciso Santos formed in 1918 a partnership business under the name of Taller Sinukuan, in which Santos was the capitalist partner and Guidote was the industrial partner. Santos died in 1920. Guidote failed to liquidate the affairs of the partnership and to render an account thereof to Borja, the administratrix of Santos estate. Guidote brought an action against Borja to recover a sum of money [9k~], a part of which was alleged to be the net profits from the business due Guidote, and the rest of the sum consisting of advances allegedly made by Guidote. Borja admitted the partnerships existence and prayed that Guidote be ordered to render an accounting and to pay the estate 25k as net profits, credits, and property pertaining to Santos. Guidote called several witnesses and introduced a so-called accounting and a mass of documentary evidence, which was so hopelessly and inextricably confused that the court could not consider it of much probative value. The court dismissed Guidotes complaint and absolved Borja. Guidote was ordered to render a full and complete accounting, verified by vouchers, of the partnership business. Guidote rendered an account prepared by one Tomas Alfonso, a public accountant. Numerous objections were presented by Borja. The court disapproved the account and ordered that Borja submit an accounting from the date of the commencement of the partnership up to the time the business was closed. Borja presented an account and liquidation prepared by a public accountant, Santiago A. Lindaya, showing a balance of P29k~ in Borjas [Santos estate] favor. At the hearing, Borja introduced the public accountant Jose Turiano Santiago to testify as to the results of an audit made by him of the partnership accounts. Santiago testified that he had prepared a separate accounting or liquidation similar in results to that prepared by Lindaya, but with a few differences in the sums total. [Computation: Santos is a creditor of the Taller Sinukuan in the sum of P26k. Guidote is a debtor to the Taller Sinukuan in the sum of P20k.] In order to contradict the conclusions of the two public accountants, Guidote presented Tomas Alfonso and the bookkeeper, Pio Gaudier, as witnesses. The trial court judge said that the testimonies of these witnesses are unreliable. Tomas Alfonso is the same public accountant who filed the liquidation Exhibit O on behalf of Guidote, in relation to the partnership business, which liquidation was disapproved by this court in a decision. The judge did not believe Alfonsos proposition that Guidote, a mere industrial partner, notwithstanding his having received 21k on the various jobs and contracts of the business had actually expended and paid out 63k, of 44k in excess of the gross receipts of the business. It materially contradicts Guidotes allegations to the effect that the advances that he [Guidote] made amounted only to 2k. Pio Gaudier is the same bookkeeper who prepared three entirely separate and distinct liquidation for the same partnership business, and the court found that the testimony given by him at the last hearing is confusing, contradictory and unreliable. Other witnesses were given scant considerationChua Chak can neither read nor write English, Spanish, or Tagalog; Claro Reyes was forced to admit that a certain exhibit was not the original. The court gave credence to the conclusions reached by the public accountants presented by Borja. Guidote was ordered to pay P26k to Borja, with legal interest, plus costs. ISSUE & HOLDING WON the trial court is correct in ordering Guidote to pay P26k to Borja. YES RATIO There may be some merit in Guidotes contention that the dismissal of his complaint was premature. The better practice would been to let the complaint stand until the result of the liquidation of the partnership affairs was known. But under the circumstances, no harm was done by the dismissal of Guidotes complaint. GUIDOTES ARGUMENT Since Santos, up to the time of his death, generally took care of the partnerships payments and collections, his legal representatives were under the obligation to render accounts of the operations, notwithstanding the fact that Guidote was in charge of the business subsequent to the death of Santos. GUIDOTES ARGUMENT IS UNAVAILING Wahl v. Donaldson Sim & Co. The death of one of the partners dissolves the partnership, but that the liquidation of its affairs is by law entrusted, not to the executors of the deceased partner, but to the surviving partners or the liquidators appointed by them. The rule for the conduct of a surviving partner In equity, surviving partners are treated as trustees of the representatives of the deceased partner, with regard to the interest of the deceased partner in the firm. As a consequence of this trusteeship, surviving partners are held in their dealings with the firm assets and the representatives of the deceased to that nicety of dealing and that strictness of accountability required of and incident to the position of one occupying a confidential relation. It is the duty of surviving partners to render an account of the performance of their trust to the personal representatives of the deceased partner, and to pay over to them the share of such deceased member in the surplus of firm property, whether it consists of real or personal assets. Guidote failed to observe this rule, and he is not in position to complain if his testimony and that of his witnesses is discredited. The appealed judgment is AFFIRMED.