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GUY V GACOTT president, managing partner, general manager, corporate secretary, treasurer or in-

JAN 13 2016 | MENDOZA, J house counsel. [exclusive]


 IN CASE, QSC was never shown to have been served with summons through any
FACTS of the mentioned persons BUT since QSC field its answer despite defective
ATTY GACOTT from Palawan purchased 2 brand new transreceivers from Quantech summons, the court acquired jurisdiction over his person. [acquired through
Systems Corporation (QSC) in Manila through its employee MEDESTOMAS, voluntary appearance]
amounting to P18,000
 Due to major defects, GACOTT personally returned the units to QSC and A PARTNER MUST BE SEPARATELY AND DISTINCTLY IMPLEADED BEFORE HE
requested they be replaced CAN BE BOUND BY A JUDGMENT
 MEDESTOMAS received the transreceivers and promised to send him the
replacement units within 2 weeks PARTNERSHIP: Based on delectus personae or mutual agency, whereby any partner
 GACOTT did not receive the replacement units – QSC informed him that there can generally represent the partnership in its business affairs, it is non sequitur that a
were no available units and it could not refund the purchase price suit against the partnership is necessarily a suit impleading each and every partner.
 The demands made by GACOTT caused him to incur expenses of P40,934.44.  A partnership is a juridical entity that has a distinct and separate personality from
the persons composing it
GACOTT filed a complaint for damages  RULES OF CIVPRO: A judgment of a court is conclusive and binding only upon
RTC: 2 transreceivers were defective and QSC and MEDESTOMAS failed to replace the parties and their successor-in-interest after the commencement of the action
the same or return GACOTT’s money – ordered DEFENDANTS to pay jointly and in court [cannot bind or prejudice a person not impleaded]
severally GACOTT [became final; no appeal – GACOTT secured a writ of execution]
IN CASE, GUY was never made a party to the case – did not participate in entire
EXECUTION STAGE proceeding until his vehicle was levied upon and he suddenly became QSC’s co-
GACOTT learned QSC was not a corporation but a general partnership registered with defendant debtor” during the judgment execution stage
SEC. In the articles of partnership, GUY was appointed as General Manager of QSC
 To execute judgment, Branch Sheriff FELIZARTE went to the main office of DOTC- RULE: A partner must be first impleaded before he could be prejudiced by the judgment
LTO, QC and verified whether MEDESTOMAS, QSC and GUY had personal against the partnership.
properties registered therein  Art 1821 Civil Code – does not state that there is not need to implead a partner
 Upon learning that GUY had vehicles registered in his name, GACOTT instructed in order to be bound by the partnership liability
the sheriff to proceed with the attachment of one of the motor vehicles of GUY  Notice to any partner, under certain circumstances’ operates as notice to or
 Sheriff attached GUY’s vehicle and notice was served to GUY through his knowledge to the partnership only. It does not provide for the reverse situation,
housemaid at his residence. or that notice to the partnership is notice to the partners
 GUY: Filed a Motion to Lift Attachment Upon Personalty (he was not a judgment  Unless there is an unequivocal law which states a partner is automatically charged
debtor so his vehicle could not be attached) in a complaint against the partnership, the constitutional right to due process takes
 RTC: GUY’s motion DENIED – considering QSC was not a corporation but a precedence and a partner must first be impleaded before he can be considered as
registered partnership, GUY should be treated as a general partner pursuant to a judgment debtor.
Sec 21 of the Corporation Code and he may be held jointly and severally liable
with QSC and MEDESTOMAS PARTNER’S LIABILITY IS SUBSIDIARY AND GENERALLY JOINT AND
 CA: appeal DISMISSED IMMEDIATE LEVY UPON THE PROPERTY OF A PARTNER CANNOT BE MADE
Art 1816 Civil Code – liability of partners to third persons
GUY: He was neither impleaded as a defendant nor validly served with summons so (1) The partner’s obligation with respect to the partnership liabilities is subsidiary in
RTC did not acquire jurisdiction over his person; Art 1824 Civil Code – partners were nature – partners shall only be liable with their property after all the partnership
only solidarily liable for the partnership liability under exceptional circumstances; in assets have been exhausted
order for the partner to be liable for the debts of the partnership, it must show that all  IN CASE, Had he been properly impleaded, GUY’s liability would only arise
partnership assets had first been exhausted after the properties of QSC would have been exhausted [no genuine efforts
made to locate QSC properties]
ISSUE: CA erred in holding that GUY is solidarily liable with the partnership for (2) Partner’s obligation is pro rata or joint. [Solidary liability only when (1) expressly
damages arising from the breach of the contract of sale with GACOTT? YES stated or (2) law or nature requires solidarity]
 Only in exceptional circumstances shall the partner’s liability be solidary in
SERVICE OF SUMMONS WAS FLAWED BUT VOLUNTARY APPEARANCE nature, i.e. Art 1822, 1823, 1824 Civil Code
CURED THE DEFECT  It is the act of a partner which caused loss or injury to a third person that makes
Sec 11 Rule 14 Rules of Court – when defendant is a partnership organized under the other partners solidarily liable with the partnership [solidary because the law
laws of PH with a juridical personality, the service of summons may be made on the
protects the third person, who in good faith relied upon the authority of
a partner, whether such authority is real or apparent]
 IN CASE AT BAR, It was not shown that GUY or other partners did a wrongful
act or misapplied the money or property he or the partnership received from
GACOTT; it was because of a breach of warranty in a contractual obligation
not due to the acts of any partners
(3) Sec 21 of the Corporation Code cannot be applied to sustain GUY’s liability
 Provision states that a general partner shall be liable for all debts, liabilities
and damages incurred by an ostensible corporation – must be read with Art
1816 Civil Code
 IN CASE, whether QSC was an alleged ostensible corporation or a duly
registered partnership, the liability of GUY would remain to be joint and
subsidiary because all partners shall be liable pro rata with all their property
and after all partnership assets have been exhausted.

WHEREFORE, PETITION IS GRANTED; CA REVERSED AND SET ASIDE, RTC


ORDERED TO RELEASE GUY’S SUZUKI GRAND VITARA