Académique Documents
Professionnel Documents
Culture Documents
The limited partners may ask for the return of their capital contributions
under the conditions prescribed by law (1844[h], 1857)
Article 1857 contains the requisites for return of contribution to a limited partner.
These are:
1. The partnerships assets must be sufficient to pay all paid or unpaid
liabilities except the liabilities to limited partners on account of their
contributions and to general partners.
2. The consent of all the members (limited or general) has been obtained
except when the return can be rightfully demanded.
Rightfully demanded means that the return of contribution becomes a
matter of right of the limited partner. When can the limited partner demand
rightfully?
1. Upon the arrival of the date specified in the certificate for the return;
2. After the expiration of 6 months notice in writing given by him to the other
partners if no time is fixed in the certificate for the return of the contribution
or for the dissolution of the partnership.
3. On the dissolution of the partnership
It could be stated in the articles of partnershipby agreement or
stipulation.
It could be demanded by the limited partner asking for return of
contribution himself. Dissolution by judicial decree dissolution
enforced by the court of law
1. He rightfully but unsuccessfully demanded the return of his
contribution.
When his demand for the return of his contribution is denied
although he has a right to such return.
Example?
2. If he was entitled to receive his contribution and the certificate is
already amended but partnership assets are not sufficient to pay
off partnership creditors.
4. The certificate must be cancelled or amended as to set the
withdrawal or reduction of the contribution or as to reflect the return of
contribution to the limited partners.
In other words, the 2nd and 3rd condition is present thats why he
would have been entitled to the return of contribution if not for
the absence of the 1st condition.
ARTICLE 1858
Liabilities of a limited partner
As limited partners are not principals in the transaction of a partnership, their
liability except for known false statement in the partnership (Art 1847), is to the
partnership, not to the creditors of the partnership (art 1866)
1. Liability on unpaid contribution
a. For the difference between his contribution actually made and that stated
in the certificate as having been made.
Not only that but also:
b. Any unpaid contribution he agreed to make at future time and at the
conditions stated in the certificate.
event of death of any of the partners before the expiration of the term, the
partnership will not be dissolved but will be continued by the heirs or assigns
of the deceased partner. But the partnership could be dissolved upon mutual
agreement in writing of the partners. Goquiolay executed a GPA in favor of
Tan Sin An. The plaintiff partnership purchased 3 parcels of land which was
mortgaged to La Urbana as payment of P25,000. Another 46 parcels of land
were purchased by Tan Sin An in his individual capacity which he assumed
payment of a mortgage debt for P35K. A downpayment and the amortization
were advanced by Yutivo and Co. The two obligations were consolidated in an
instrument executed by the partnership and Tan Sin An, whereby the entire
49 lots were mortgaged in favor of Banco HipotecarioTan Sin An died
leaving his widow, Kong Chai Pin and four minor children. The widow
subsequently became the administratrix of the estate. Repeated demands
were made by Banco Hipotecario on the partnership and on Tan Sin An.
Defendant Sing Yee, upon request of defendant Yutivo Sons , paid the
remaining balance of the mortgage debt, the mortgage was cancelled Yutivo
Sons and Sing Yee filed their claim in the intestate proceedings of Tan Sin An
for advances, interest and taxes paid in amortizing and discharging their
obligations to La Urbana and Banco Hipotecario. Kong Chai Pin filed a
petition with the probate court for authority to sell all the 49 parcels of land.
She then sold it to Sycip and Lee in consideration of P37K and of the vendees
assuming payment of the claims filed by Yutivo Sons and Sing Yee. Later,
Sycip and Lee executed in favor of Insular Development a deed of transfer
covering the 49 parcels of land.When Goquiolay learned about the sale to
Sycip and Lee, he filed a petition in the intestate proceedings to set aside the
order of the probate court approving the sale in so far as his interest over the
parcels of land sold was concerned. Probate court annulled the sale executed
by the administratrix w/ respect to the 60% interest of Goquiolay over the
properties Administratrix appealed.The decision of probate court was set
aside for failure to include the indispensable parties. New pleadings were
filed. The second amended complaint prays for the annulment of the sale in
favor of Sycip and Lee and their subsequent conveyance to Insular
Development. The complaint was dismissed by the lower court hence this
appeal.
ISSUE/S: Whether or not a widow or substitute become also a general partner
or only a limited partner. Whether or not the lower court err in holding that
the widow succeeded her husband Tan Sin An in the sole management of the
partnership upon Tans death Whether or not the consent of the other
partners was necessary to perfect the sale of the partnership properties to
Sycip and Lee?
HELD: