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PAUL MACDONALD, ET AL., Petitioners, vs.

THE NATIONAL CITY BANK OF NEW YORK,


Respondent.
G.R. No. L-7991. May 21, 1956

FACTS: Stasikinocey is a partnership doing business in San Juan, Rizal, and formed by Alan
W. Gorcey, Louis F. da Costa, Jr., William Kusik and Emma Badong Gavino. The partnership
was denied registration in the Securities and Exchange Commission, and while it is confusing to
see in this case that the Cardinal Rattan, sometimes called the Cardinal Rattan Factory, is
treated as a co-partnership, of which Defendants Gorcey and da Costa are considered general
partners.

Defendant Stasikinocey had an overdraft account with The National City Bank of New York, a
foreign banking association duly licensed to do business in the Philippines. On June 3, 1949,
the overdraft showed a balance of P6,134.92 against the Defendant Stasikinocey or the
Cardinal Rattan, which account, due to the failure of the partnership to make the required
payment, was converted into an ordinary loan for which the corresponding promissory ‘joint note
non-negotiable’ was executed on June 3, 1949, by Louis F. da Costa for and in the name of the
Cardinal Rattan, Louis F. da Costa and Alan Gorcey. This promissory note was secured on
June 7, 1949, by a chattel mortgage executed by Louis F. da Costa, Jr., General Partner for and
in the name of Stasikinocey, alleged to be a duly registered Philippine partnership, doing
business under the name and style of Cardinal Rattan, with principal office at 69 Riverside, San
Juan, Rizal.

During the subsistence of the loan, the vehicles were sold to MacDonald and later on,
MacDonald sold 2 of the 3 vehicles to Gonzales. The bank brought an action for recovery of its
credit and foreclosure of the chattel mortgage upon learning of these transactions.

ISSUE: Whether the partnership Stasikinocey is estopped from asserting that it does not have
juridical personality since it is an unregistered commercial partnership.

HELD: YES. In ruling that an unregistered commercial partnership which has no independent
juridical personality can have a domicile so that a chattel mortgage registered in that domicile
would bind third persons who are innocent purchasers for value.

Da Costa and Gorcey cannot deny that they are partners of the partnership Stasikinocey,
because in all their transactions with the National City Bank they represented themselves as
such. McDonald cannot disclaim knowledge of the partnership Stasikinocey because he dealt
with said entity in purchasing two of the vehicles in question through Gorcey and Da Costa. The
sale of the vehicles to MacDonald being void, the sale to Gonzales is also void since a buyer
cannot have a better right than the seller.
PAUL MACDONALD, ET AL., petitioners, vs. THE NATIONAL CITY BANK OF NEW YORK,
respondent.
[G.R. No. L-7991. May 21, 1956.]

FACTS: In 1905, Francisco Muñoz, Emilio Muñoz, and Rafael Naval formed an ordinary general
mercantile partnership in accordance with the Code of Commerce. They named the partnership
“Francisco Muñoz & Sons”. Francisco was the capitalist partner while the other two were
industrial partners. In the articles of partnership, it was agreed upon by the three that for profits,
Francisco shall have a 3/4th share while the other two would have 1/8th each. For losses, only
Francisco shall bear it.

Later, the partnership was sued by La Compañia Martitama for collection of sum of money
amounting to P26,828.30. The partnership lost the case and was ordered to make said
payment; that in case the partnership can’t pay the debt, all the partners should be liable for it.

The ruling is in accordance with Article 127 of the Code of Commerce which states:

All the members of the general copartnership, be they or be they not managing partners of the
same, are liable personally and in solidum with all their property for the results of the
transactions made in the name and for the account of the partnership, under the signature of the
latter, and by a person authorized to make use thereof.

Francisco now argues that the industrial partners should NOT be liable pursuant to Article 141
of the Code of Commerce which states:

Losses shall be charged in the same proportion among the partners who have contributed
capital, without including those who have not, unless by special agreement the latter have been
constituted as participants therein.

ISSUE: Whether or not the industrial partners are liable to third parties like La Compañia
Martitama.

HELD: Yes. The controlling law is Article 127. There is no injustice in imposing this liability upon
the industrial partners. They have a voice in the management of the business, if no manager
has been named in the articles; they share in the profits and as to third persons it is no more
than right that they should share in the obligations. It is admitted that if in this case there had
been a capitalist partner who had contributed only P100 he would be liable for this entire debt of
P26,000.

Article 141 relates exclusively to the settlement of the partnership affairs among the partners
themselves and has nothing to do with the liability of the partners to third persons; that each one
of the industrial partners is liable to third persons for the debts of the firm; that if he has paid
such debts out of his private property during the life of the partnership, when its affairs are
settled he is entitled to credit for the amount so paid, and if it results that there is not enough
property in the partnership to pay him, then the capitalist partners must pay him.

In relation to this, the Supreme Court noted that partnerships under the Civil Code provides for a
scenario where all partners are industrial partners (like when it is a partnership for the exercise
of a profession). In such case, if it is permitted that industrial partners are not liable to third
persons then such third persons would get practically nothing from such partnerships if the latter
is indebted.

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