Digest - Rojas Vs Maglana
Digest - Rojas Vs Maglana
Digest - Rojas Vs Maglana
Maglana and Rojas executed their Articles of Co-Partnership called Eastcoast Development
Enterprises (EDE) for the purpose of applying and securing timber licenses and to operate,
develop and promote such forests’ rights and concessions. Their sharing basis was in
proportion to share and share alike. It has an indefinite term of existence and was duly
registered with the SEC. Maglana manages the business affairs of the partnership, while Rojas
acted as the logging operations supervisor.
EDE encountered some difficulties during its first year of operation, hence, they decided to avail
of the services of Pahamotang as industrial partner. Thus, Maglana, Rojas and Agustin
Pahamotang executed their Articles of Co-Partnership under the firm name EASTCOAST
DEVELOPMENT ENTERPRISES (EDE). Aside from the slight difference in the purpose of the
second partnership and the term of the second partnership is fixed to thirty (30) years,
everything else is the same. Subsequently, Pahamotang sold his interest in the second
partnership in favor of Maglana and Rojas. After the withdrawal of Pahamotang, the partnership
was continued by Maglana and Rojas without the benefit of any written agreement or
reconstitution of their written Articles of Partnership.
Then, Rojas entered into a management contract with another logging enterprise, the CMS
Estate, Inc. He left and abandoned the partnership. He also withdrew his equipment from the
partnership for use in CMS. Subsequently, Maglana reminded Rojas of his obligation to
contribute, either in cash or in equipment, to the capital investments of the partnership as well
as his obligation to perform his duties as logging superintendent to which Rojas refused.
Meanwhile, Rojas took funds from the partnership more than his contribution. Thus, Maglana
notified Rojas that he dissolved the partnership.
Rojas filed an action against Maglana for the recovery of properties, accounting, receivership
and damages. For such claim, he argues that the first partnership between him and Maglana
had not been dissolved. Thus, based on the sharing basis of share and share alike as in the first
partnership, which is still subsisting and undissolved after the second partnership with
Pahamotang, he should be entitled to profits as computed. However, the trial court dismissed
his claim for profits and maintained that the partnership subsequent to the second partnership
one of a de facto and at will. Thus, the sharing should be based on their verbal agreements
which is on actual contribution.
Issue:
WoN the partnership and legal relationship of Maglana & Roxas terminated after Pahamotang
retired from the second partnership
Held:
No. It was not the intention of the partners to dissolve the first partnership upon the constitution
of the second one, which they called an "Additional Agreement". Except for the fact that they
took in one industrial partner; gave him an equal share in the profits and fixed the term of the
second partnership to thirty (30) years, everything else was the same.
Furthermore, such intention to maintain the first partnership is manifest on the basis of: (1) The
same name of the purported second partnership; (2)Having the same purposes and the capital
contributions of Rojas and Maglana as stipulated in both partnerships call for the same
amounts; and (3.) All subsequent renewals of Timber License No. 35-36 were secured in favor
of the First Partnership, the original licensee.
To all intents and purposes therefore, the First Articles of Partnership were only amended, in the
form of Supplementary Articles of Co-Partnership which was never registered.