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    153 - Rojas V Maglana

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    Jai Ho
    Maglana and Rojas entered into a registered partnership to acquire timber licenses. They later added a third partner but bought out his share. Although unregistered, the court found their second partnership did not supersede the first. When Rojas withdrew equipment and failed to perform duties, the court held he became a debtor to the partnership for his unfulfilled obligations. The dissolution of the partnership by Maglana was valid under the circumstances.

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    153 - Rojas V Maglana

    Uploaded by

    Jai Ho
    37 views2 pages
    Maglana and Rojas entered into a registered partnership to acquire timber licenses. They later added a third partner but bought out his share. Although unregistered, the court found their second partnership did not supersede the first. When Rojas withdrew equipment and failed to perform duties, the court held he became a debtor to the partnership for his unfulfilled obligations. The dissolution of the partnership by Maglana was valid under the circumstances.

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    153_Rojas v Maglana

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    Maglana and Rojas entered into a registered partnership to acquire timber licenses. They later added a third partner but bought out his share. Although unregistered, the court found their second partnership did not supersede the first. When Rojas withdrew equipment and failed to perform duties, the court held he became a debtor to the partnership for his unfulfilled obligations. The dissolution of the partnership by Maglana was valid under the circumstances.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    37 views2 pages

    153 - Rojas V Maglana

    Uploaded by

    Jai Ho
    Maglana and Rojas entered into a registered partnership to acquire timber licenses. They later added a third partner but bought out his share. Although unregistered, the court found their second partnership did not supersede the first. When Rojas withdrew equipment and failed to perform duties, the court held he became a debtor to the partnership for his unfulfilled obligations. The dissolution of the partnership by Maglana was valid under the circumstances.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 2

    Rojas v Maglana (1990)

    Obligations of Partners Among Themselves – Promised Contribution

    Paras, J.

    SUMMARY: Maglana and Rojas entered into a partnership to apply and secure timer licenses over lands to develop
    these. They acquired the services of another partner due to difficulties but bought out his share subsequently. The
    second partnership between Rojas and Maglana was not duly registered. Rojas entered into a contract with another
    enterprise and withdrew his equipment. Maglana dissolved the partnership so Rojas filed suit. CFI dismissed. The SC
    held that Rojas, who was obligated under contract to contribute to the partnership, became a debtor to the
    partnership for his withdrawing the equipment and for failing to accomplish his duties.

    DOCTRINE: It is a settled rule that when a partner who has undertaken to contribute a sum of money fails to do so,
    he becomes a debtor of the partnership for whatever he may have promised to contribute and for interests and
    damages from the time he should have complied with his obligation.

    FACTS:

     On Jan. 14, 1995, Maglana and Rojas formed a partnership called Eastcoast Development Enterprises
    (EDE) with the two of them as partners and with an indefinite term of existence.
     One of its purposes was to apply or secure timber and forest product licenses and concessions over
    public/private forest lands and to operate and develop such. Under the articles of co-partnership, Maglana
    was to manage the business affairs while Rojas shall manage the logging operations.
    o It was also provided that the profits and losses shall be divided equally among them.
     Due to experienced difficulties they encountered, both partners availed of the services of Pahamotang as
    industrial partner. The only differences were its purpose and it had a fixed duration.
     They executed a Conditional Sale of Interest in the Partnership wherein Maglana and Rojas would purchase
    the share of Pahamotang in the partnership assessed at P31,501.
     After payment to Pahamotang and his withdrawal, the partnership was continued without any written
    agreement or articles of partnership.
    o Subsequently, Rojas entered into a management contract with another logging enterprise and
    abandoned the partnership. He also withdrew the equipment he contributed.
    o Maglana reminded him of his ibligation to contribute to the capital investments of the partnership as
    well as to perform his duties. Rojas refused, so he was told that he would only get 20% of the
    profits.
    o Rojas however took funds from the partnership more than his contribution so Maglana informed
    him of the dissolution of the partnership.
     Rojas filed an action for recovery of properties and accounting.
     CFI: dismissed

    ISSUE/S:

     WoN the second partnership superseded the first:


    o Rojas: registered partnership under the name of EDED had not been novated or superseded by the
    unregistered articles of co-partnership among Rojas, Maglana and Pahamotang.
     Upon the withdrawal of Pahamotang, the legally constituted partnership comtimues to
    govern the relations between them and it was error to consider a de facto partnership.
     Letter of Maglana did not dissolve the partnership and Rojas is entitled to his right and to
    the sharing of profits.
    o SC: It was not the intention of the parties to dissolve the first partnership upon the constitution of
    the second one. They adopted the same name, had the same purpose and Rojas and Maglana’s
    capital contributions were the same.
     All subsequent renewals of their timber license were secured in favor of the first
    partnership. All business transactions were carried out under the duly registered articles.
     The relationship of Rojas and Maglana aftee the withdrawal of Pahamotag can neither be
    considered as a De Facto partnership nor a Partnership at Will since an existing
    partnersgip was duly registered.
     WoN Maglana can unilaterally dissolve the partnership: YES
    o As there are only two parties, when Maglana notified Rojas that he dissolved the partnership, it is in
    effect a notice of withdrawal.
    o Under Art. 1830 (2) of the Civil Code, even if there is a specified term, one partner can cause its
    dissolution by expressly withdrawing even before the expiration of the period, with or without
    justifiable cause subject to damages.
    o In this case, the withdrawal of Maglana leads to the dissolution of the partnership by the provisions
    of the articles of partnership.
    o It is a settled rule that when a partner who has undertaken to contribute a sum of money fails to do
    so, he becomes a debtor of the partnership for whatever he may have promised to contribute under
    Art. 1786 and for interests and damages from the time he should have complied with his obligation
    under Art. 1788.
    o As reported in the Commissioner’s Report, Rojas is not entitled to any profits. Maglana is also not
    in bad faith for his withdrawal since It was shown that Rojas entered into a management contract
    with another logging enterprise and that he withdrew the equipment he contributed to the capital
    investment and to perform his duties as logging superintendent.

    HELD: CFI decision AFFIRMED. Duly registered partnership of DED continued to exist until liquidated.

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