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lozana v depakakibo facts 1.

That on November 16, 1954, in the City of Iloilo, the aforementioned plaintiff, and the defendant entered into a contract of Partnership, a copy of which is attached as Annex "A" of defendant's answer and counterclaim, for the purpose set forth therein and under the national franchise granted to Mrs. Piadosa Buenaflor; 2. That according to the aforementioned Partnership Contract, the plaintiff Mr. Mauro Lozana, contributed the amount of Eighteen Thousand Pesos (P18,000.00); said contributions of both parties being the appraised values of their respective properties brought into the partnership; 3. That the said Certificate of Public Convenience and Necessity was revoked and cancelled by order of the Public Service Commission dated March 15, 1955, promulgated in case No. 58188, entitled, "Piadosa Buenaflor, applicant", which order has been appealed to the Supreme Court by Mrs. Buenaflor; 4. That on October 30, 1955, the plaintiff sold properties brought into by him to the said partnership in favor of Olimpia Decolongon in the amount of P10,000.00 as per Deed of Sale dated October 30, 1955 executed and ratified before Notary Public, Delfin Demaisip, in and for the Municipality of Dumangas, Iloilo and entered in his Notarial Registry as Doc. No. 832; Page No. 6; Book No. XIII; and Series of 1955, a copy thereof is made as Annex "B" of defendant's answer and counterclaim; 5. That there was no liquidation of partnership and that at the time of said Sale on October 30, 1955, defendant was the manager thereof; issue: (nyahahah sabta nalnag kamo na ) held As it appears from the above stipulation of facts that the plaintiff and the defendant entered into the contract of partnership, plaintiff contributing the amount of P18,000, and as it is not stated therein that there bas been a liquidation of the partnership assets at the time plaintiff sold the Buda Diesel Engine on October 15, 1955, and since the court below had found that the plaintiff had actually contributed one engine and 70 posts to the partnership, it necessarily follows that the Buda diesel engine contributed by the plaintiff had become the property of the partnership. As properties of the partnership, the same could not be disposed of by the party contributing the same without the consent or approval of the partnership or of the other partner. (Clemente vs. Galvan, 67 Phil., 565). the partnership must be dissolve and liquidated first, not for each of the partner to take back what they contributed. Uy vs. Puzon

Facts: 1. Defendant Bartolome Puzon had a contract for construction projects with the Republic of the Philippines. 2. He then, sought the financial assistance of the plaintiff, William Uy. 3. As an inducement, Puzon proposed the creation of a partnership between them which would be the subcontractor of the projects and the profits to be divided equally between them. 4. William Uy inspected the projects in question and, expecting to derive considerable profits therefrom.

5. Agreed to the proposition, thus resulting in the formation of the "U.P. Construction Company" which was subsequently engaged as subcontractor of the construction projects. 6. The partners agreed that the capital of the partnership would be P100,000.00 of which each partner shall contribute the amount of P50,000.00 in cash. 7. Since Puzon was short of cash, he promised to contribute his share in the partnership capital as soon as his application for a loan with the Philippine National Bank shall have been approved. 8. Puzon promised William Uy that the amount of P150,000.00 would be given to the partnership to be applied thusly: P40,000.00, as reimbursement of the capital contribution of William Uy which the said Uy had advanced to clear the title of Puzon's property; P50,000.00, as Puzon's contribution to the partnership; and the balance of P60,000.00 as Puzon's personal loan to the partnership. 9. Since Puzon was busy with his other projects, William Uy was entrusted with the management of the projects and whatever expense the latter might incur, would be considered as part of his contribution. 10. As time passed and the financial demands of the projects increased, William Uy, who supervised the said projects, found difficulty in obtaining the necessary funds with which to pursue the construction projects. William Uy correspondingly called on Bartolome Puzon to comply with his obligations under the terms of their partnership agreement and to place, at lest, his capital contribution at the disposal of the partnership. 11. Bartolome Puzon wrote the U.P.Construction Company finally terminating their subcontract agreement. 12. Thereafter, William Uy was not allowed to hold office in the U.P. Construction Company and his authority to deal with the Bureau of Public Highways in behalf of the partnership was revoked by Bartolome Puzon who continued with the construction projects alone. Issue: Why is it then necessary for Partnership Law to declare expressly that a partner is a debtor of the partnership for whatever he may have promised to contribute thereto? Ruling: Under the law of Partnership, the promise or obligation to contribute to the common fund is of the essence of the contract of partnership and binds the partners to one another as the very privity of their relationship, and the breach of which would break the contractual bond (delectus personae). The point is best illustrated by the following doctrines: (a) Under Article 1788 of the Civil Code, when a partner fails to deliver his promised contribution to the partnership, he becomes liable for interests and damages from the time he should have complied with his obligation; (b) Under Article 1790 of the Civil Code, Unless there is a stipulation to the contrary, the partners shall contribute equal shares to the capital of the partnership. Under Article 1830(4), the partnership is automatically dissolved When a specific thing, which a partner had promised to contribute to the partnership, perishes before the delivery; (c) The remedies available to the partnership and the other partners with respect to the failure or refusal to comply with contribution obligation takes the normal remedies of interest and damages, including compensatory damages constituting his shares of the profits

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