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Teague vs. Martin GR No.

30286, Sept 12, 1929

Facts:

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 GoluckeP2,500; 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.

Ruling of the Lower Court: That the partnership, existing among the parties in this suit, is hereby declared
dissolved.

Issues:

(1) WON the plaintiff was the manager of the unregistered partnership of Malangpaya Fish Company
(2) WON the three properties were owned by the partnership.

Ruling:

(1) Yes.
Teague vs. Martin GR No. 30286, Sept 12, 1929

It will thus be noted that the powers and duties of Maddy Martin, and the plaintiff are specifically
defined, and that each of them was more or less the general manager in his particular part of the
business. That is to say, that Maddy's power and duties are confined and limited to the charge of
the Barracuda and its navigation, and Martin's to the southern station, cold stores, commissary and
procuring fish, and that plaintiff's powers and duties are confined and limited to "selling fish in
Manila and the purchase of supplies." In the selling of fish, plaintiff received a substantial amount
of money which he deposited to the credit of the company signed by him as manager, but it appears
that was a requirement which the bank made in the ordinary course of business, as to who was
authorized to sign checks for the partnership; otherwise, it would not cash the checks.

(2) No. The Lapu-Lapu, Barracuda and the adding machine, although paid for by the partnership funds
are owned by the petitioner for it was registered in his own name.

In the final analysis, the important question in this case is the ownership of the Lapu-Lapu, the Ford
truck, and the adding machine. The proof is conclusive that they were purchased by the plaintiff
and paid for him from and out of the money of the partnership. That at the time of their purchase,
the Lapu-Lapu was purchased in the name of the plaintiff, and that he personally had it registered
in the customs house in his own name, for which he made an affidavit that he was its owner. After
the purchase, he also had the Ford truck registered in his own name. His contention that this was
done as a matter of convenience is not tenable. The record shows that when the partnership
purchased the Barracuda, it was registered in the customs house in the name of the partnership,
and that it was a very simple process to have it so registered.

The Lapu-Lapu, the Ford truck, and the adding machine were purchased by the plaintiff and paid
for out of the funds of the partnership, and that by his own actions and conduct, and the taking of
the title in his own name, he is now estopped to claim or assert that they are not his property or
that they are the property of the company.