ORNUM v. LASALA
This judgment was reversed by the Court of
1. In 1908 Pedro Lasala, father of the respondents,
andEmerenciano Ornum formed a partnership
2. Lasala as capitalist while Ornum will be the industrial partner
3. Lasala delivered the sum of P1,000 to Ornum who will
conducta business at his place of residence in Romblon.
4. In 1912, when the assets of the partnership consisted
ofoutstanding accounts and old stock of
merchandise,Emerenciano Ornum, following the wishes of his
wife, asked forthe dissolution of the Lasala, Emerenciano
5. Ornum looked for some one who could take his place and
hesuggested the names of the petitioners who
accordinglybecame the new partners.
6. Upon joining the business, the petitioners, contributed
P505.54as their capital
7. the new partnership Pedro Lasala had a capital of
P1,000,appraised value of the assets of the former partnership,
plusthe said P505.54 invested by the petitioners who, as
industrialpartners, were to run the business in Romblon.
8. After the death of Pedro Lasala, his children (the
respondents)succeeded to all his rights and interest in the
partnership
.9. The partners never knew each other personally
.10. No formal partnership agreement was ever executed.
11. The petitioners, as managing partners, were receivedone-
half of the net gains, and the other half was to be
dividedbetween them and the Lasala group in proportion to the
capitalput in by each group.
12. During the course divided, but the partners were given
theelection, as evidenced by the statements of accounts
referredto in the decision of the Court of Appeals, to invest
theirrespective shares in such profits as additional capital.
13. The petitioners accordingly let a greater part of theirprofits
as additional investment in the partnership.
14. After twenty years the business had grown to such anextent
that is total value, including profits, amounted toP44,618.67.
15. Statements of accounts were periodically prepared by
thepetitioners and sent to the respondents who invariably did
notmake any objection thereto.
16. Before the last statement of accounts was made,
therespondents had received P5,387.29 by way of profits.
17. The last and final statement of accounts, dated May
27,1932, and prepared by the petitioners after the
respondentshad announced their desire to dissolve the
partnership,
18. Pursuant to the request contained in this letter,
thepetitioners remitted and paid to the respondents the
totalamount corresponding to them under the above-
quotedstatement of accounts which, however, was not signed by
thelatter.
19. Thereafter the complaint in this case was filed by
therespondents, praying for an accounting and final liquidation
ofthe assets of the partnership.
20. The Court of First Instance of Manila held that the lastand
final statement of accounts prepared by the petitioners
wastacitly approved and accepted by the respondents who,
byvirtue of the above-quoted letter of Father Mariano Lasala,
losttheir right to a further accounting from the moment
theyreceived and accepted their shares as itemized in
saidstatement
.21.
Appealsprincipally on the ground that as the final statement of
accountsremains unsigned by the respondents, the same
standsdisapproved.
22. The decision appealed by the petitioners
ISSUES:(1) WoN the accounting stated in the letter including
the last andfinal statement of account was tacitly accepted by
the petitioners as the final liquidation and accounting of the
assets of the partnership?(2) Are there really mistakes and
misrepresentations made in the statement of accounts made?
Petitioners contention:
To support a plea of a stated account so as t oconclude the
parties in relation to all dealings between them, the accounting
must be shown to have been final. (1 Cyc. 366.) All the first
nine statements which the defendants sent the plaintiffs
werepartial settlements, while the last, although intended to be
final, has not been signed.
HELD FOR ISSUE NO. 1: YES. SC stated that the last and final
statement of accounts hereinabove quoted, had been approved
bythe respondents.
This approval resulted, by virtue of the letter of Father
MarianoLasala of July 19, 1932, quoted in part in the appealed
decisionfrom the failure of the respondents to object to the
statementand from their promise to sign the same as soon as
theyreceived their shares as shown in said statement.
After such shares had been paid by the petitioners andaccepted
by the respondents without any reservation, theapproval of the
statement of accounts was virtually confirmedand its signing
thereby became a mere formality to be compliedwith by the
respondents exclusively. Their refusal to sign, afterreceiving
their shares, amounted to a waiver to that formality infavor of
the petitioners who has already performed theirobligation.
This approval precludes any right on the part of therespondents
to a further liquidation, unless the latter can showthat there was
fraud, deceit, error or mistake in said approval.(Pastor ,vs
.Nicasio, 6 Phil., 152; Aldecoa & Co.,vs. Warner, Barnes & Co.,
16 Phil., 423; Gonsalez vs. Harty, 32 Phil. 328.)The Court of
Appeals did not make any findings that there wasfraud, and on
the matter of error or mistake it merely said
HELD FOR ISSUE NO. 2: the pronouncement that the
evidencetends to prove that there were mistakes in the
petitioners' statementsof accounts, without specifying the
mistakes, merely intimates assuspicion and is not such a
positive and unmistakable finding of factas to justify a revision,
especially because the Court of Appeals hasrelied on the bare
allegations of the parties, Moreover, as thepetitioners did not
appeal from the decision of the Court abandonedsuch allegation
in the Court of Appeals. no justifiable reason (fraud, deceit,
error or mistake) has beenpositively and unmistakably found by
the Court of Appeals soas to warrant the liquidations sought by
the respondents. In justice to the petitioners. It should be borne
in mind that this case has been pending fornearly nine years
and that, if another accounting is ordered, acostly action or
proceeding may arise which may not bedisposed of within a
similar period, it is not improbable that theintended relief may
in fact be the respondents' funeral.