Goquiolay vs Sycip 105 Phil 1960

[Audio] Goquiolay vs Sycip 105 Phil 1960 By: Carl Vincent A. Simbran.

[Audio] Facts: 1. Antonio Goquiolay (Antonio) and Tan Sin An (Tan) entered into a general commercial partnership under the name of Tan Sin An and Antonio C. Goquiolay with the following details for the purpose of dealing with real estate : a. Partnership had a capital of PHP 30,000 (PHP 18K given by Antonio, and PHP 12K given by Tan) b. Tan is the sole managing partner, while Antonio is the co-partner c. The affairs of the partnership shall be exclusively managed by the managing partner or by his authorized agent d. The co-partner shall have no voice/ participation in the management of the partnership but shall be able to examine the accounts every 6 months e. Lifetime is fixed at 10 years f. In the event that one of the partners dies before the lifetime of the partnership ends, the deceased partner shall be represented by his heirs or assigns in said co-partnership g. The partnership can be dissolved and affairs liquidated at any time upon mutual agreement in writing of the partners..

[Audio] 2. Antonio also executed a general power of attorney which stated that: a. Besides the powers and duties granted by the partnership to Tan, Tan shall also act as Antonio's manager for the partnership for the period of the 10 year term or until the PHP 30,000 shall last b. To do most acts for Antonio, which included "to sell personal or real properties, such as land's and buildings of the co-partnership in any manner he may deem advisable for the best interest of said co-partnership," c. The partnership purchased 3 parcels of land assuming a mortgage obligation (PHP 25K) payable to La Urbana for a period of 10 years, 10% interest p.a..

[Audio] 4. Another 46 lots were purchased by Tan in his individual capacity and he assumed a payment of mortgage debt for PHP 35K with interest. The down payment and the amortization were advanced by Yutivo and Co. for the account of the purchasers. 5. The two separate obligations were consolidated in one instrument where the entire 49 lots were mortgaged in favor of La Urbana's successor, Banco Hipotecario de Filipinas. The covenators bound themselves to pay solidarily the remaining balance of their unpaid accounts within 8 years with 8% p.a. 6. Tan died, leaving his widow Kong Chai Pin (Kong) and four minor children. Kong was appointed as administratrix of the intestate estate of Tan. 7. Banco Hipotecario demanded payments from the partnership and upon the request of Yutivo Sons Hardware, Sing Yee and Cuan paid the remaining balance of the mortaged debt and thus the mortgage cancelled..

[Audio] 8. Now, we have Yutivo Sons Co. and Sing Yee and Cuan Co. claiming on the intestate proceedings of Tan as alleged obligations of the partnership since they effectively discharged the partnership's obligations to La Urbana and Banco Hipotecario. 9. Kong filed a petition with the probate court for her to be able to sell the 49 parcels of land to Washington Sycip and Betty Lee to settle the debts of Tan and the partnership. The court approved the same and Kong executed a Deed of Sale in favour of Sycip and Lee. 10. Sycip and Lee eventually transferred the lots to Insular Development Co. 11. Learning about this sale of the 49 lots, Antonio filed a petition in the intestate proceedings seeking to set aside the order of the probate court approving the sale in so far as his interest over the parcels of land sold was concerned..

[Audio] 12. The probate court annulled the sale with respect to the 60% interest of Antonio, however, Kong appealed to the CA which certified the same to the SC. 13. The SC set aside the decision of the probate court for failure to implead indispensable parties. 14. New pleadings were filed and Antonio filed a second amended complaint for the annulment of the sale and the conveyance to Insular Co. This was dismissed by the lower court, hence petitioner Antonio appealed directly to the SC..

[Audio] Issue: Whether Kong Chai Pin had authority to sell the partnership properties by virtue of the articles of partnership and the general power of attorney granted to Tan Sin An in order to pay the partnership indebtedness?.

[Audio] Ruling: YES. The general rule is that heirs become limited partners upon the death of Tan, unless otherwise repudiated by the heirs. In this case however, Kong, through her affirmative actions, manifested her intent to be bound by the partnership not only as a limited partner but as a general partner..

[Audio] Antonio, by allowing her to retain control of the firm's property from 1942 to 1949, estopped himself to deny her legal representation of the partnership, with the power to bind it by proper contracts..

[Audio] Thank You!. Pastel colors in gradient surface design.

Pastel colors in gradient surface design. Goquiolay vs Sycip 105 Phil 1960.