Magdusa v. Albaran PDF
Magdusa v. Albaran PDF
Magdusa v. Albaran PDF
Montenegro, Madayag, Viola & Hernandez, Olimpio R. Epis, David C. Ocangas and
Bonifacio M. Belderol for petitioners.
Lozano, Soria, Muaña, Ruiz & Morales for respondents.
SYLLABUS
DECISION
REYES, J.B.L. , J : p
Appeal from a decision of the Court of Appeals (G.R. NO. 24248-R) reversing a
judgment of the Court of First Instance of Bohol and ordering appellant Gregorio
Magdusa to pay to appellees, by way of refund of their shares as partners, the following
amounts: Gerundio Albaran, P8,223.10; Pascual Albaran, P5,394.78; Zosimo Albaran,
P1,979.28; and Telesforo Bebero, P3,020.24, plus legal interests from the ling of the
complaint, and costs.
The Court of Appeals found that appellant and appellees, together with various
other persons, had verbally formed a partnership de facto, for the sale of general
merchandise in Surigao, Surigao, to which appellant contributed P2,000 as capital, and
the others contributed their labor, under the condition that out of the net pro ts of the
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business 25% would be added to the original capital, and the remaining 75% would be
divided among the members in proportion to the length of service of each. Sometime in
1953 and 1954, the appellees expressed their desire to withdraw from the partnership,
and appellant thereupon made a computation to determine the value of the partners'
shares to that date. The results of the computation were embodied in the document
Exhibit "C", drawn in the handwriting of appellant. Appellees thereafter made demands
upon appellant for payment, but appellant having refused, they led the initial complaint
in the court below. Appellant defended by denying any partnership with appellees,
whom he claimed to be mere employees of his.
The Court of First Instance of Bohol refused to give credence to Exhibit "C", and
dismissed the complaint on the ground that the other partners were indispensable
parties but had not been impleaded. Upon appeal, the Court of Appeals reversed, with
the result noted at the start of this opinion.
Gregorio Magdusa then petitioned for a review of the decision, and we gave it
due course.
The main argument of appellant is that the appellees' action can not be
entertained, because in the distribution of all or part of a partnership's assets, all the
partners have an interest and are indispensable parties without whose intervention no
decree of distribution can be validly entered. This argument was considered and
answered by the Court of Appeals in the following words:
"We now come to the last issue involved. While nding that some amounts
are due the plaintiffs, the lower court withheld an award in their favor, reasoning
that a judgment ordering the defendant to pay might affect the rights of other
partners who were not made parties in this case. The reason cited by the lower
court does not constitute a legal impediment to a judgment for the plaintiffs in
this case. This is not an action for a dissolution of a partnership and winding up
of its affairs or liquidation of its assets in which the interest of other partners who
are not brought into the case may be affected. The action of the plaintiffs is one
for the recovery of a sum of money with Gregorio Magdusa as the principal
defendant. The partnership, with Gregorio Magdusa as managing partner, was
brought into the case as an alternative defendant only. Plaintiffs' action was
based on the allegation, substantiated in evidence, that Gregorio Magdusa,
having taken delivery of their shares, failed and refused and still fails and refuses
to pay them their claims. The liability, therefore, is personal to Gregorio Magdusa,
and the judgment should be against his sole interest, not against the partnership's
although the judgment creditors may satisfy the judgment against the interest of
Gregorio Magdusa in the partnership subject to the conditions imposed by Article
1814 of the Civil Code."