VILLAREAL V. RAMIREZ
Facts:
In 1984, Villareal, Carmelito Jose and Jesus Jose formed a partnership with a capital of P750,000for the operation of a restaurant and catering business. Respondent Ramirez joined as a partner in the business with the capital contribution of P250,000. In 1987, Jesus Jose withdrew from the partnership and within the same time, Villareal and Carmelito Jose, petitioners closed the business without prior knowledge of respondents
In March 1987, respondents wrote a letter to petitioners stating that they were no longer interested in continuing the partnership and that they were accepting the latter’s offer to return their capital contribution. This was left unheeded by the petitioners, and by reason of which respondents filed a complaint in the RTC.RTC ruled that the parties had voluntarily entered into a partnership, which could be dissolved at any time, and this dissolution was showed by the fact that petitioners stopped operating the restaurant. On appeal, CA upheld RTC’s decision that the partnership was dissolved and it added that respondents had no right to demand the return of their capital contribution. However since petitioners did not give the proper accounting for the liquidation of the partnership, the CA took it upon itself to compute their liabilities and the amount that is proper to the respondent. The computation of which was:(capital of the partnership – outstanding obligation) / remaining partners =amount due to private respondent
Issue:
W/N petitioners are liable to respondents for the latter’s share in the partnership?
Ruling:
No. Respondents have no right to demand from petitioner the return of their equity share. As found by the court petitioners did not personally hold its equity or assets. “The partnership has a juridical personality separate and distinct from that of each of the partners.” Since the capital was contributed to the partnership, not to petitioners, it is the partnership that must refund the equity of the retiring partners. However, before the partners can be paid their shares, the creditors of the partnership must first be compensated. Therefore, the exact amount of refund equivalent to respondents’ one-third share in the partnership cannot be determined until all the partnership assets will have been liquidated and all partnership creditors have been paid. CA’s computation of the amount to be refunded to respondents as their share was thus erroneous.
Good articles, Have you heard of LFDS (Le_Meridian Funding Service, Email: lfdsloans@outlook.com --WhatsApp Contact:+1-9893943740--lfdsloans@lemeridianfds.com) is as USA/UK funding service they grant me loan of $95,000.00 to launch my business and I have been paying them annually for two years now and I still have 2 years left although I enjoy working with them because they are genuine Loan lender who can give you any kind of loan.
ReplyDelete