Case Digest (G.R. No. 247471) Core Legal Reasoning Model
Core Legal Reasoning Model
Facts:
On May 29, 1940, Tan Sin An and Antonio C. Goquiolay formed the general commercial partnership “Tan Sin An and Antonio C. Goquiolay” in Davao City with a capital of ₱30,000 (₱18,000 contributed by Goquiolay and ₱12,000 by Tan). Under their Articles of Co-Partnership, Tan was the sole managing partner, while Goquiolay had no voice in management. The partnership immediately acquired three parcels of land (Lots Nos. 526, 441, and 521) subject to a ₱25,000 mortgage, and Tan individually acquired 46 parcels under another ₱35,000 mortgage. On September 25, 1940, those obligations were consolidated with Banco Hipotecario de Filipinas for ₱52,282.80, 8% interest. Antonio executed a general power of attorney in favor of Tan on May 31, 1940, granting broad management and disposal powers. On June 26, 1942, Tan died, and his widow, Kong Chai Pin, was appointed administratrix of his estate. In March 1944, Sing Yee & Cuan Co., Inc., paid the balance of the mortgage on behalf of the partnershi Case Digest (G.R. No. 247471) Expanded Legal Reasoning Model
Expanded Legal Reasoning Model
Facts:
- Formation and Organization of Partnership
- On May 29, 1940, Tan Sin An and Antonio C. Goquiolay formed a general commercial partnership under the name “Tan Sin An and Antonio C. Goquiolay” for real estate dealings.
- Capital contributions: Goquiolay P18,000.00 (60%), Tan Sin An P12,000.00 (40%).
- Articles of Co-Partnership provided:
- Exclusive management by Tan Sin An; Goquiolay to have no voice in management but right to inspect accounts semi-annually.
- Ten-year term, with continuation upon death of a partner by representation of heirs.
- Dissolution only by mutual written agreement or expiration of term.
- Early Transactions and Mortgages
- May 29, 1940: Partnership purchased three lots (Nos. 526, 441, 521, Cadastral Survey of Davao), assuming P25,000 mortgage to La Urbana.
- Tan Sin An individually bought 46 parcels, assuming P35,000 mortgage.
- September 25, 1940: Consolidated mortgages; partnership and Tan Sin An bound jointly and severally to pay P52,282.80 over eight years at 8% interest; collateral: 49 parcels.
- Death of Managing Partner and Probate Proceedings
- June 26, 1942: Death of Tan Sin An.
- Widow Kong Chai Pin appointed administratrix of his estate on March 18, 1944.
- March 1944: Sing Yee & Cuan Co., Inc. (for Yutivo Sons Hardware Co.) paid remaining mortgage balance to Banco Hipotecario.
- Creditor Claims and Court-Authorized Sale
- 1946: Yutivo Sons and Sing Yee & Cuan filed P62,415.91 and P54,310.13 claims against partnership and estate in probate proceedings; later admitted by administratrix and approved by court.
- March 29, 1949: Administratrix petitioned probate court to sell all 49 parcels to settle debts.
- April 4, 1949: Kong Chai Pin executed deed of sale to Washington Z. Sycip and Betty Y. Lee for P37,000 cash plus assumption of creditor claims (total P153,726.04).
- July 1949: Sycip and Lee conveyed properties to Insular Development Co., Inc.
- Litigation History
- July 25, 1949: Goquiolay petitioned probate court to annul sale as to his 60% partnership interest; sale annulled by probate court but reversed by Supreme Court on remand for missing parties.
- January 15, 1953: Goquiolay filed second amended complaint in CFI of Davao seeking annulment of sale for the three partnership-owned lots.
- October 30, 1956: CFI dismissed complaint; Goquiolay appealed directly to the Supreme Court (amount in controversy > P200,000).
Issues:
- Partnership Succession and Management
- Whether upon Tan Sin An’s death his widow, Kong Chai Pin, succeeded to the exclusive management of the partnership.
- Whether heirs of a deceased general partner enter only as limited partners, and whether a limited partner could exercise management powers.
- Authority to Sell Partnership Property
- Whether Kong Chai Pin had authority—by articles of partnership, power of attorney, or estoppel—to sell partnership real estate without Goquiolay’s consent.
- Whether third parties (Sycip, Lee, Insular Development Co.) could rely on her ostensible authority in purchasing the properties.
- Necessity and Fairness of the Sale
- Whether the sale was necessary and beneficial to the partnership for debt settlement.
- Whether the sale price and terms were grossly inadequate or fraudulent, given familial and business relationships among purchaser-creditors.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)