EN BANC

[G.R. No. 12407. July 22, 1919.]

RAMON ABOITIZ, administrator of the estate of Juan Ibanez de Aldecoa, Plaintiff-Appellee, vs.
OQUIENA & Co. and OQUIENA & CO. (LTD.), Defendants-Appellants.

DECISION
AVANCEA, J.:
Juan I. de Aldecoa, a resident of the municipality of Surigao, Province of Surigao, had there a going
business and maintained mercantile relations with Oquiena & Co. in Cebu. On July 30, 1913, Juan I. de
Aldecoa died, and in September of the same year Anastacio I. de Aldecoa was appointed administrator of
his estate. At that time Anastacio I. de Aldecoa was also the manager in Cebu of Oquiena & Co. On
February 4, 1914, Anastacio I. de Aldecoa died, having committed suicide, and in April of the same year
Ramon Aboitiz was appointed in his place as administrator of the estate of I. de Aldecoa.
For the first cause of action the Plaintiff seeks to recover from the Defendants the sum of P9,011.58, with
interest at the rate of 8 percent per annum beginning on February 22, 1913; and for the second cause of
action, the sum of P5,000, with legal interest beginning on February 5, 1915, the time that the complaint
was filed.
At the death of Juan I. de Aldecoa, Anastacio I. de Aldecoa, at that time his administrator, collected from
the New York Life Insurance Co. the sum of P9,011.58 the amount of Juan I. de Aldecoas life insurance.
On November 22, 1913, Anastacio I. de Aldecoa deposited said sum with Oquiena & Co. at 8 percent
interest beginning on that date. Oquiena & Co. gave the following receipt for this sum:
For P9,011.58.
We have received from the estate of the deceased, D. Juan I. de Aldecoa, the sum of nine thousand
eleven pesos with 58/100 (P9,011.58) as a deposit and with interest at 8 percent per annum, which sum
comes from the New York Life Insurance Co. as the settlement of the life insurance of the said Sr.
Aldecoa. Said interest will begin to run from the 22nd of last November, the date we received the sum in
Manila.
CEBU, January 21, 1914.
After the death of Juan I. de Aldecoa, his business employees in Surigao continued said commercial
relations with the Oquiena & Co. in Cebu, whereby there resulted a balance, in favor of Jose I. de
Aldecoa, of P2,312.79, and not P5,000 as is alleged in the complaint.
The court rendered judgment against the Defendant Oquiena & Co. in favor of the Plaintiff, for the sum
of P9,011.58 with interest at 8 per cent per annum from the 22nd of November, 1913; for the sum of
P2,312.79 with interest at 6 percent per annum from the 5th of February, 1915; the court reserved to
Oquiena & Co. the right to demand from the administrator of the estate of the deceased, Juan I. de
Aldecoa, the sum of P946.58 as pensions paid by the said Defendant company to the family of the
deceased in Spain, and absolved the other Defendant, Oquiena & Co. (Ltd.)
Both of the Defendants appealed from this decision.

The first error assigned by the Appellants as committed by the trial court is that the latter overruled the
demurrer interposed to the amended complaint.
This demurrer was based on the ground that the facts alleged in the complaint do not constitute a cause
of action in regard to the payment of the sum of P9,011.58. It is said that, if this is in the hands of the
Defendants as a deposit, the Plaintiff cannot withdraw it without a judicial order, inasmuch as in the
receipt no fixed time is given. The document is in fact clearly a deposit, according to its terms, without a
fixed time. But exactly for being such, the sum deposited may be withdrawn at any time (Articles 1766 of
the Civil Code and 306 of the Code of Commerce)
The second error assigned was that the trial court did not take into consideration the motion praying for
the inclusion, as true and necessary parties, in addition to Oquiena & Co. Ltd.), (the assignee of
Oquiena & Co.), the sureties of Anastacio Ibanez de Aldecoa, the administrator, of the Plaintiff herein.
According to the records, the trial court determined this motion by directing the inclusion of Oquiena &
Co. (Ltd.) but not that of the sureties. As the Defendant did not except to this resolution therefore we
cannot review same at this instance.
The third error assigned is that the trial court did not dismiss the complaint regarding the second cause of
action, namely the claim for P5,000 as the consequence of the continuance of the transactions with
Oquiena & Co. after the death of Juan I. de Aldecoa. The trial court reduced this claim to P2,3129. It is
alleged there is no evidence sustaining this claim. It appears that in deciding this sum as due to the
Plaintiff, the trial court, aided by an expert accountant and consented to by counsel for both parties, took
into consideration the account books of Oquiena & Co. We do not find any reason to alter the conclusion
reached upon an examination of said books by the trial court.
The fourth error assigned is that the trial court did not accept the expenses consequent to the business
established in the Province of Surigao and appertaining to the estate of Juan Ibanez de Aldecoa. In
rejecting these expenses the court found same were not business expenses but personal debts of
Francisco Manzarraga to Oquiena & Co. for which the estate of Juan I. de Aldecoa ought not to be
responsible. We believe this conclusion is correct.
The last error assigned is that the trial court pronounced judgment against Oquiena & Co., a company
already dissolved, and absolved Oquiena & Co. (Ltd.), the successor and assignee of the former.
According to its by-laws, Oquiena & Co. ought to have been dissolved on July 30, 1912. However, in
accordance with the said by-laws this date was extended to July 1, 1913. On April 14, 1914, the creditors
and shareholders of the Oquinena & Co. began to organize a company called Oquiena & Co. (Ltd.), as a
successor to the former. On August 5, 1914, Oquiena & Co. (Ltd.) was duly organized and on July 29,
1914, the formal transfer of all the assets and business of Oquiena & Co. to Oquiena & Co. (Ltd.) was
effected. In the articles of copartnership of the new company, Oquiena & Co. (Ltd.), as well as in the
transference to the same of all the assets and business of the Oquiena & Co., it was made to appear
that Oquiena & Co. (Ltd.) has assumed all the obligations of Oquiena & Co. Oquiena & Co. ( Ltd. )
appeared at its own request as Defendant in this case and appealed in order to assume the obligations of
Oquiena & Co. In fact and in law Oquiena & Co. has not existed since the organization of Oquiena &
Co. (Ltd.), and we find no reason why the former should be declared liable in this decision instead of
Oquiena & Co. (Ltd.) to whom has passed all said obligations and rights and by whom voluntarily and in
good faith all are assumed.
From the foregoing considerations, we affirm the former judgment in all its parts except regarding the
sentencing Oquiena & Co. and the absolving of Oquiena & Co. (Ltd.). We hereby absolve the first and
sentence the second to pay to the Plaintiff the sum mentioned in the judgment appealed from. No special
finding is made as to the costs. SO ORDERED.
Arellano, C.J., Torres, Johnson, Street and Malcolm, JJ., concur.