Professional Documents
Culture Documents
Relations Commission
224 SCRA 75 (1993)
Feliciano
Facts:
Jade Mountain Products Company Ltd.,
is a registered limited partnership
composed of Lea Bandal and Rhodora
Bendal as general partners and Chiu
shian Jeng, Chen Ho-Fu and Yu Chang,
citizens of the Republic of China,
Taiwan as limited partners.
The
business
consisted
of
exploiting
marble deposits from the land of Sps.
Ricardo and Guillerma Cruz. Petitioner
Benjamin Yu was the Asst General
Manager of the Partnership.
He
managed the operations and finances
of the business.
He had overall
supervision of the workers at the
marble quarry. He had a salary of
4000Php a month however he actually
only received half of the said salary
rate since he accepted the promise of
the partners that the balance would be
paid when the firm shall have secured
additional
operating
funds
from
abroad.
Sometime in 1988, without the
knowledge of petitioner Yu, general
partner Rhodora and Lea Bendal sold
and transferred their interest to Willy
Co and Emmanuel Zapanta. Limited
partner MR. Chang also sold and
transferred his interest to Willy Co.
This transaction made Willy Co and
Emmanuel Zapanta acquired the great
bulk of the partnership. However, the
two retained the name of the
partnership Jade mountain.
Benjamin only met Willy Co and
acquired knowledge about the old
ownership when he went to the
1.
WON the old partnership was
extinguished and is replace by a new
partnership
2. WON YU can assail his right under
his employment contract to the new
partnership.
Held:
Art 1828
Art 1830
The acquisition of the 82% of the
partnership interest by Willy Co and
Emmanuel Zapanta coupled by the
retirement and withdrawal of the old
partners constitute a new partnership.
However this occurrence of events
does not automatically result in a
termnation of the legal partnership.
Art 1829 of the civil code states that:
On the dissolution the partnership
is not terminated but continues
until the winding up of the
partnership affairs is completed.
In the case at bar, Jade Mountain did
not undergo procedures relating to the
dissoulution and winding up of the
business affairs. In other words, the
new partnership simply took over an
continued the business enterprise
owned by the preceding partnership.