OBEJAS, Kiefer Thomas M.

3B
2010-021150
Lilibeth Sunga-Chan et.al., v. Lamberto Chua in relation to Art. 1842
G.R. No. 143340, August 15, 2001, Gonzaga-Reyes, J.
“Art. 1842- The right to an account of his interest shall accrue to any partner, or his legal
representative as against the winding up partners or the surviving partners or the person or
partnership continuing the business, at the date of dissolution, in the absence of any agreement to
the contrary.”
FACTS:
In 1977, Lamberto Chua and Jacinto Sunga entered into a partnership via verbal agreement.
Their business – Shellite – was into the distribution of Shellane LPG. They both contributed
Php100,000 each as initial capital with the intention to equally distribute the profits between them.
Jacinto Sunga acted as the manager of the business. When the latter died in 1989, his wife and
daughter (Lilibeth) took over the operation and management of the business without Lamberto
Chua’s consent. Chua repeatedly demanded from petitioners accounting, inventory, appraisal,
winding up, and restitution of his net shares in the partnership, but to no avail. Eventually, Lilibeth
gave him Php200,000 on March 31, 1991, as partial payment, with a promise to comply with his
demands. Petitioners still ended up failing to fulfill that commitment.
On June 22, 1992, respondent Lamberto Chua filed a complaint against the petitioners
Lilibeth and Cecilia for “Winding Up of Partnership Affairs, Accounting, Appraisal and Recovery
of Shares and Damages with Writ of Preliminary Attachment” with the RTC of Sindingan,
Zamboanga del Norte.
Petitioner argued that they are not liable for partnership shares or income and that the same
should be prosecuted against the estate of the deceased Jacinto in a probate or intestate proceeding.
The RTC ruled in favor of Chua. The CA affirmed the trial court’s decision in toto.
Petitioner questions the findings of the trial court and the CA that a partnership existed
between Jacinto and Lamberto and that there was no document evidencing the same.
ISSUE:
Whether or not petitioners are liable for accounting and winding up of the business.
RULING:
Yes. It was upon Jacinto’s death that Lamberto Chua, as the surviving partner, had the right
to an account of his interest as against the petitioners. The right to demand and accounting for a
partner’s interest as against the person continuing the business accrues at the date of dissolution
unless otherwise agreed upon, pursuant to Art. 1842 of the Civil Code. Jacinto’s death in effect
dissolved the partnership, however, the dissolution did not immediately terminate the partnership.
Art. 1829 of the Civil Code provides that upon dissolution, the partnership continues and its legal
personality is retained until the complete winding up of its business, culminating its termination.
DISPOSITIVE PORTION:
Wherefore, in view of the foregoing, the petition is denied and the appealed decision is
affirmed. So ordered.