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ORNUM v. LASALA .21.

This judgment was reversed by the Court of


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