Rojas v.

Maglana
Facts:
Maglana and Rojas executed their Articles of Co-Partnership called Eastcoast Development Enterprises
(EDE). It was a partnership with an indefinite term of existence. Maglana shall manage the business
affairs while Rojas shall be the logging superintendant and shall manage the logging operation. They shall
share in all profits and loss equally. Due to difficulties encountered they decided to avail of the sources of
Pahamatong as industrial partners. They again executed their Articles of Co-Partnership under EDE. The
term is 30 years. After sometime Pamahatong sold his interest to Maglana and Rojas including equipment
contributed. After withdrawal of Pamahatong, Maglana and Rojas continued the partnership. After 3
months, Rojas entered into a management contract with another logging enterprise. He left and
abandoned the partnership. He even withdrew his equipment from the partnership and was transferred to
CMS. He never told Maglana that he will not be able to comply with the promised contributions and he will
not work as logging superintendent. Maglana then told Rojas that the latter share will just be 20% of the
net profits. Rojas took funds from the partnership more than his contribution. Thus, Maglana notified
Rojas that he dissolved the partnership.
Issue: What is the nature of the partnership and legal relationship of Maglana and Rojas after
Pahamatong retired from the second partnership
Ruling:
It was not the intention of the partners to dissolve the first partnership, upon the constitution of the second
one, which they unmistakably called additional agreement. Otherwise stated even during the existence
of the second partnership, all business transactions were carried out under the duly registered articles. No
rights and obligations accrued in the name of the second partnership except in favor of Pahamatong
which was fully paid by the duly registered partnership.

ROJAS VS. MAGLANA FACTS:

Maglana and Rojas executed their Articles of Co-partnership
called Eastcoast Development Enterpises which had an indefinite term
of existence and was registered with the SEC and had a Timber License.
One of the EDEs purposes
was to apply or secure timber and/or private forest lands and to operate, develop
and promote such forests rights and concessions. M shall manage the business
affairs while R shall be the logging superintendent. All profits and losses shall be
divided share and share alike between them. Later on, the two availed the services
of Pahamotang as industrial partner and executed another articles of co-partnership
with the latter. The purpose of this second partnership was to hold and secure
renewal of timber license and the term of which was fixed to 30 years. Still later on,

the three executed a conditional sale of interest in the partnership wherein M and R
shall purchase the interest, share and participation in the partnership of P. It was
also agreed that after payment of such including amount of loan secured by P in
favor of the partnership, the two shall become owners of all equipment contributed
by P. After this, the two continued the partnership without any written agreement or
reconstitution of their articles of partnership. Subsequently, R entered into a
management contract with CMS Estate Inc. M wrote him re: his contribution to the
capital investments as well as his duties as logging superintendent. R replied that
he will not be able to comply with both
. M then told R that the latters share will just be 20% of
the net profits. Such was the sharing from 1957 to 1959 without complaint or
dispute. R took funds from the partnership more than his contribution. M notified R
that he dissolved the partnership. R filed an action against M for the recovery of
properties and accounting of the partnership and damages.