Case Digest (G.R. No. 109248) Core Legal Reasoning Model
Core Legal Reasoning Model
Facts:
The petitioners, Gregorio F. Ortega, Tomas O. del Castillo, Jr., and Benjamin T. Bacorro, as junior partners of the law firm originally registered as Ross, Lawrence, Selph & Carrascoso on January 4, 1937 and reconstituted with the Securities and Exchange Commission (“SEC”) on August 4, 1948, brought this petition for review under Rule 45 of the Rules of Court. Over the years, the firm’s name changed through several amendments until it became Bito, Misa & Lozada on December 19, 1980, with Joaquin L. Misa as one of the senior partners alongside Jesus B. Bito and Mariano M. Lozada. On February 17, 1988, Attorney Misa addressed letters to his co-partners announcing his withdrawal and retirement from the firm effective month-end, requesting valuation and liquidation of his partnership interest—including his share in two condominium floors. After subsequent correspondence over employee conditions, Misa filed on June 30, 1988 with the SEC’s Securities Investigation and Clearing Departm Case Digest (G.R. No. 109248) Expanded Legal Reasoning Model
Expanded Legal Reasoning Model
Facts:
- Formation and Amendments of the Partnership
- The law firm of ROSS, LAWRENCE, SELPH and CARRASCOSO was registered on January 4, 1937 and reconstituted with the SEC on August 4, 1948.
- Subsequent amendments to the articles of partnership changed the firm name as follows:
- September 18, 1958: ROSS, SELPH and CARRASCOSO
- July 6, 1965: ROSS, SELPH, SALCEDO, DEL ROSARIO, BITO & MISA
- April 18, 1972 and December 4, 1972: SALCEDO, DEL ROSARIO, BITO, MISA & LOZADA
- March 11, 1977: DEL ROSARIO, BITO, MISA & LOZADA
- June 7, 1977: BITO, MISA & LOZADA
- December 19, 1980: Addition of Gregorio F. Ortega, Tomas O. del Castillo, Jr., and Benjamin T. Bacorro as junior partners.
- Withdrawal of Attorney Misa and Pre-Litigation Correspondence
- February 17, 1988: Attorney Joaquin L. Misa sent letters of withdrawal and requested liquidation mechanics, specifically concerning his interest in two floors of the office condominium.
- February 19, 1988: He complained of unsatisfactory working conditions and union formation among employees, citing refusal of partners to improve wages and public reprimands.
- SEC Proceedings and Appellate History
- June 30, 1988: Misa filed SEC Case No. 3384 praying (a) for dissolution and liquidation of Bito, Misa & Lozada; (b) payment for his share plus profits; (c) injunction against use of firm name and damages; (d) attorney’s fees; (e) moral and exemplary damages.
- March 31, 1989: SEC Hearing Officer ruled Misa’s withdrawal did not dissolve the partnership and enjoined parties to follow liquidation provisions of the partnership agreement.
- January 17, 1990: SEC en banc reversed, held partnership at will and dissolved by Misa’s withdrawal, and remanded to determine rights and obligations.
- April 4, 1991: SEC denied reconsideration and receivership petition; reiterated remand.
- February 26, 1993: Court of Appeals affirmed SEC in toto, holding (a) withdrawal inevitably dissolved the partnership; (b) withdrawal was in good faith; (c) liquidation to compute Misa’s interest as per agreement; (d) remand for valuation; (e) no receivership needed.
- July 3, 1995: Supreme Court granted petitioners’ Rule 45 petition limited to three issues.
Issues:
- Whether the partnership of Bito, Misa & Lozada is a partnership at will.
- Whether Misa’s withdrawal dissolved the partnership regardless of his good or bad faith.
- Whether Misa’s demand for dissolution to effect a physical partition was made in bad faith.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)