Aldecoa & Co. vs Warner, Barnes, & Co.., 16 Phil. 423

Aldecoa & Co. vs Warner, Barnes, & Co.., 16 Phil. 423

Nature: Appeal form a judgment of the CFI of Manila

Facts: From the fourth to the twelfth paragraph of the complaint, the plaintiff set forth that, prior to December 1, 1898, Warner, Barnes and Co. were conducting a business in Albay. The principal object of the business was the purchase of hemp in the pueblos of Legaspi and Tobacco for the purpose of bringing it to Manila to sell if for exportation. On the same date, the plaintiff company became interested in the business of Warner, Barnes and Co. in Albay and formed therewith a joint-account partnership in which Aldecoa and Co. were to share equally in the gains and losses of the business.

 The defendant is the successor to all the rights and obligations of Warner, Barnes and Co., among which is that of being manager of the joint-account partnership with Aldecoa and Co., It is a recognized fact, and one admitted by both parties that the partnership herein concerned concluded its transactions on December 31, 1903. Wherefore the firm of Warner, Barnes & Co. Ltd., the manager of the partnership, in declaring the latter's transactions concluded and in rendering duly verified accounts of its results, owes the duty to include therein the property and effects belonging to the partnership in common.

Issue: WON this litigation concerns the rendering of accounts pertaining to the management of the business of a joint-account partnership formed between the two litigants companies.

Held: It is a rule of law generally observed that he who takes charge of the management of another's property is bound immediately thereafter to render accounts covering his transactions; and that it is always to be understood that all accounts rendered must be duly substantiated by vouchers. It is one of the duties of the manager of a joint-account partnership, to liquidate the assets that form the common property, and to state the result obtained therefrom in the final rendering of the accounts which he is to present at the conclusion of the partnership.

SAME SAME

1.PARTNERSHIP; ACCOUNTING; DUTY OF BUSINESS MANAGER.—It is a general rule of law that he who takes charge of the management of another's property is bound immediately thereafter to render accounts of his transactions; and that it is always to be understood that all accounts must be duly supported by proofs.

2.ID. ; ID, ; ID.—The acceptance and approval of any account rendered from a certain date does not excuse nor relieve the manager of a joint-account partnership from complying with the unquestionable duty of rendering accounts covering a period of time prior to the said date. They must be rendered from the time the partnership was actually formed and its business actually commenced.

3.ID.; ID.; ID.; REVISION OF ACCOUNTS.—Once certain accounts have been approved, which were duly rendered by the manager of a joint-account partnership, the member of the entity not vested with the character of manager is not entitled afterwards to claim the revision of the accounts already approved, unless it shall be proved satisfactorily, by the production of evidence, that there was fraud, deceit, error, or mistake in the approval of the said accounts. (Arts. 1265, 1266, Civil Code, and law 30, title 11, 5th Partida.)

4.ID.; ID.; ID.—One of the duties of the manager of a joint-account partnership is that of liquidating the assets of the common ownership and to state the result obtained therefrom in the final rendering of accounts which he is to present at the conclusion of the partnership, as no person should enrich himself unjustly at the expense of another. (Art. 243, Code of Commerce, and decision in cassation given on July 1, 1870, by the supreme court of Spain.)