ANTONIO C.

GOQUIOLAY and THE PARTNERSHIP "TAN SIN AN and

ANTONIO C. GOQUIOLAY, plaintiffs-appellants,
vs.
WASHINGTON Z. SYCIP, ET AL

G.R. No. L-11840 July 26, 1960

FACTS:

Tan Sin An and Antonio Goquiolay formed "Tan Sin an and Antonio C.
Goquiolay” partnership for the purpose of dealing in real estate, wth Tan Sin An
as the sole manager of the partnership affairs as stipulated. Also, they have
agreed that upon the death of any partner, the partnership shall continue with
the heir of the deceased partner as representatives of the latter.

Before Tan Sin An died, the partnership purchased a total of 49 lots,

assuming mortgage obligations to Sing Yee and Yutivo and Co. Kong Chai Pin, wife
of Tan Sin An, filed a petition before the court to sell all 49 parcels of land, the
proceeds of which is for payment of obligations to Yutivo and Sing Yee. The same
was granted and the sale was effected.

ISSUES:

1) WoN Kong Chai Pin became the managing partner upon her husband’s
death
2) WoN Goquiolay’s consent was not necessary to the sale of the
partnership properties

RULING:

1) Yes, consonant with the articles of co-partnership providing for the

continuation of the firm notwithstanding the death of one of the
 partners, the heirs of the deceased, became individual partners with
Goquiolay upon Tan Sin An’s demise. Widow Kong Chai Pin, by her
affirmative actions, manifested her intent to be bound by the
partnership agreement not only as a limited but as a general partner. By
allowing her to retain control of the firm’s property from 1942-1949,
Goquiolay estopped himself to deny her legal representation of the
partnership, with power to bind it by proper contracts.

2) No. Strangers dealing with a partnership have the right to assume, in

the absence of restrictive clauses in the partnership agreement, that
every general partner has power to bind the partnership, especially
those acting with ostensible authority.

Art 1695 of the Civil Code provides that all the partners shall be
considered agents, and whatever any one of them may do
individually shall bind the partnership, but each one may oppose any
act of the others before it has become legally binding. Goquiolay
made no opposition to the sale of the partnership realty, it appears
that he only interposed his objections after the deed of conveyance
was executed and approved by the probate court. His opposition
came too late to be effective.