Pacific Commercial vs Aboitiz GR No.
25007, March 2, 1925
ACIFIC COMMERCIAL COMPANY vs. ABOITIZ & MARTINEZ,
ET AL., 48 Phil. 841. G.R. No. L-25007, March 2, 1926
FACTS:
Arnaldo F. de
Silva, Guillermo Aboitiz, Vidal Aboitiz and Jose Martinez formed a regular,
collective, mercantile partnership with a capital of P40,000 as contributed equally
by de Silva and the two Aboitiz while Jose Martinez was an industrial partner
with no capital contribution. As provided in the article of partnership,
Martinez was to receive 30% of the profits and shall also be responsible for
losses which should not exceed 30%.
The partnership, through Guillermo Aboitiz, executed a
promissory note in favor of Pacific Commercial Company in the sum of P23,168.71
with interest at 12% per annum. They executed a chattel mortgage to secure the
note. Due to their failure to pay their obligation, the chattel mortgage was
foreclosed and sold at P2,000 which was paid over to plaintiff Pacific Co. Due
to non payment of the remaining balance, plaintiff brought a suit for recovery
of unpaid balance with interest against the partnership.
A judgment was rendered in favor of plaintiff and the
partnership was ordered to pay the sum of P27,951.68 and the interest amounting
to P21,168.71 at 10% per annum until fully paid plus fees. The judgment further
provided that the execution should first issue against the property of the
partnership Aboitiz & Martinez and in the event of the insolvency of the
partnership, it might issue against the property of de Silva and Aboitiz and in
the event of insolvency, then against the property of Jose Martinez. Defendant
Martinez appealed to the decision and invoked that under Art.141 of the Code of
Commerce, he is merely an industrial partner, thus, he cannot be held liable
for the partnership's debt.
ISSUE:
Is an
industrial partner liable for partnership's debt?
RULING
Yes. The
language of Art. 127 of the Code of Commerce is clear and specific and must be
taken to mean exactly what it says, namely, that all the members of a general
co partnership are liable with all their property for the results of the duly
authorized transactions made in the name and for the account of the
partnership. Defendant's reliance to Art. 141 is misplaced. This article of the
Code of Commerce relates merely to the distribution of losses among partners
themselves in the settlement of the partnership affairs and has no obligations
to third parties.
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