MAXIMILIANO SANCHO, vs.
refers to the resolution of obligations in
SEVERIANO LIZARRAGA
G.R.No. L-33580 February 6, 1931
FACTS:
The plaintiff brought an action for the
rescission of the partnership contract between
himself and the defendant and the
reimbursement of his investment worth
50,000php with interest at 12 per cent per
annum form October 15, 1920, with costs, and
any other just and equitable remedy against
said defendant. The defendant denies generally
and specifically all the allegations of the
complaint and asked for the dissolution of the
partnership, and the payment to him as its
manager and administrator P500 monthly from
October 15, 1920 until the final dissolution
with interest.
The CFI found that the defendant had not
contributed all the capital he had bound
himself to invest hence it demanded that the
defendant liquidate the partnership, declared it
dissolved on account of the expiration of the
period for which it was constituted, and
ordered the defendant, as managing partner, to
proceed without delay to liquidate it,
submitting to the court the result of the
liquidation together with the accounts and
vouchers within the period of thirty days from
receipt of notice of said judgment. The
plaintiff appealed from said decision praying
for the rescission of the partnership contract
between him and the defendant in accordance
with Art. 1124.
ISSUE:
WON plaintiff acquired the right to demand
rescission of the partnership contract
according to article 1124 of the Civil Code.
HELD:
The SC ruled that owing to the defendants
failure to pay to the partnership the whole
amount which he bound himself to pay, he
became indebted to the partnership for the
remainder, with interest and any damages
occasioned thereby, but the plaintiff did not
thereby acquire the right to demand rescission
of the partnership contract according to article
1124 of the Code. Article 1124 cannot be
applied to the case in question, because it
general, whereas articles 1681 and 1682
specifically refer to the contract of partnership
in particular. And it is a well known principle
that special provisions prevail over general
provisions. Hence, SC dismissed the appeal
left the decision appealed from in full force.
TEAGUE vs. MARTIN
53 Phil. 504
It was alleged, among others, by the plaintiff
that he and the defendants formed a
partnership for the operation of a fish business
and similar commercial transactions, which by
mutual consent was called "Malangpaya Fish
Co.," with a capital of P35,000, of which
plaintiff paid P25,000, the defendants Martin
P5,000, Maddy P2,500, and Golucke P2,500;
that he was named the general partner; that the
share in the profits and losses is in proportion
to the amount of contributed capital; that there
was no agreement as to the duration of the
partnership; that he wants to dissolve it, but
the defendants refused to do so; that the
partnership purchased and owns a lighter
(Lapu-Lapu), a motorship (Barracuda), and
other properties, which are in the possession of
the defendants who are making use of them. It
was alleged that it is the best interest of the
parties to have a receiver appointed pending
this litigation, to take possession of the
properties, and he prays that the Philippine
Trust Company be appointed receiver, and for
judgment dissolving the partnership, with
costs.
Each of the defendants filed a separate answer,
but of the same nature. It is then alleged,
among others, that Maddy will have charge of
the Barracuda and the navigating of the same,
salary P300 per month; Martin will have
charge of the southern station, cold stores,
commissary and procuring fish, salary P300
per month; Teague will have charge of selling
fish in Manila and purchasing supplies. No
salary until business is on paying basis.
The CFI issued a decision: (1) dissolving the
partnership and liquidating its assets; (2) that
the barge Lapu-Lapu as well as the Ford truck
and adding machine belong exclusively to
Teague, but he must return to and reimburse
the partnership the amount which was taken
from its funds for the purchase of the Lapu-
Lapu and the Ford truck.
Upon appeal, the plaintiff further contended
that he is the managing partner of the
partnership and the three properties (Lapu-
Lapu, Barracuda & Ford truck) are properties
of the partnership since they were paid from
the profits of the partnership thus do not
belong to him.
ISSUES:
WON the plaintiff was the manager of the
unregistered partnership of Malangpaya Fish
Company.
WON the three properties are owned by the
partnership.
RULING:
Yes, the powers and duties of the three
partners are specifically defined, and that each
of them was more or less the general manager
in his particular part of the business. The
plaintiffs powers and duties were confined
and limited to "selling fish in Manila and the
purchase of supplies."
No, the Lapu-Lapu, Barracuda, and the adding
machine, although paid for by the partnership
funds, are owned by petitioner for it was
registered in his own name. He is estopped
from claiming otherwise. The purchase of the
properties in question are not within the scope
of plaintiffs authority. It is but right that the
plaintiff reimburse the partnership for the use
of its funds. However, it noted that the
partnership also made use of the Lapu-Lapu.
In the interest of justice, the plaintiff should be
compensated for such use.
SONCUYA v. DE LUNA
(1939)
Josue SONCUYA, Carmen DE LUNA and
Librado Avelino were partners in the business
called "Centro Escolar de Seoritas."
DELUNA was its managing partner.
Claiming fraudulent administration of the
partnership, SONCUYA filed with the CFI
Manila an amended complaint against DE
LUNA in her own name and as administratrix
of the estate of the deceased partner Avelino,
in which he prayed that DE LUNA be
sentenced to pay him the sum of P700,432 as
damages and costs DE LUNA interposed a
demurrer based on the following grounds:
(1) no cause of action; and
(2) that the complaint is ambiguous,
unintelligible and vague.
CFI sustained DE LUNAs demurrer and
ordered SONCUYA to amend his amended
complaint. SONCUYA refused, thus, DE
LUNA filed a motion to dismiss which the CFI
granted. From this order of dismissal,
SONCUYA filed this appeal
ISSUE:
WON SONCUYAs amended complaint states
a cause of action
HELD:
NO, it does not state a cause of action. The
orderof dismissal is AFFIRMED.
RATIO:
For the purpose of adjudicating SONCUYAs claim to
damages which he alleges to have suffered as a
partner by reason of the supposed fraudulent
management of the partnership by DELUNA,
it is first necessary that a liquidation of the
business thereof be made so that the profits
and losses may be known and the liabilities of
DE LUNA as well as the damages which each
partner may have suffered, may be determined
It is not alleged in the complaint that such a
liquidation has been effected nor is it prayed
that it be made. Consequently, there is no
reason or cause for SONCUYA to institute the
action for damages which he claims from the
managing partner DE LUNA.

For a partner to be able to claim from another

partner who manages the general co-partnership,
damages allegedly suffered by him by reason of the
fraudulent administration of the latter, a
previous liquidation of said partnership is
necessary