Case Digest (G.R. No. 109248)
Facts:
Gregorio F. Ortega, Tomas O. Del Castillo, Jr., and Benjamin T. Bacorro v. Hon. Court of Appeals, Securities and Exchange Commission and Joaquin L. Misa, G.R. No. 109248, July 03, 1995, Supreme Court Third Division, Vitug, J., writing for the Court. The petition seeks review of the Court of Appeals decision of 26 February 1993 (CA-G.R. SP No. 24638 & No. 24648) affirming the Securities and Exchange Commission's (SEC) en banc ruling in SEC AC 254 that the withdrawal of Joaquin L. Misa dissolved the law partnership known as Bito, Misa & Lozada.The law firm—originally registered as Ross, Lawrence, Selph and Carrascoso in 1937—underwent several name changes and reconstitutions, ultimately becoming Bito, Misa & Lozada by 1977. On 17 and 19 February 1988, Misa sent letters stating his withdrawal/retirement from the firm and requesting liquidation mechanics, citing interpersonal and employee-relations grievances. On 30 June 1988 he filed with the SEC’s Securities Investigation and Clearing Department (SICD) a petition for dissolution and liquidation of the partnership (SEC Case No. 3384), seeking delivery or payment for his share, injunction against use of the firm name, and damages and fees.
The SEC hearing officer (31 March 1989) ruled that Misa’s withdrawal did not dissolve the partnership and enjoined the parties to follow their agreement on liquidation. On appeal the SEC en banc reversed on 17 January 1990, holding that the firm was a partnership at will and that any partner’s withdrawal dissolved it; the case was remanded to determine rights and obligations and valuation. Reconsideration and a petition for a receivership were denied by the SEC on 4 April 1991, reiterating remand.
The parties separately appealed to the Court of Appeals (CA-G.R. SP No. 24638 & No. 24648). During appellate proceedings senior partners Jesus B. Bito and Mariano M. Lozada died (Sept. and Dec. 1991), and new partners were admitted; Misa renewed his receivership request, opposed by the other partners. The Court of Appeals, finding no reversible error, affirmed the SEC decision (26 February 1993): it held that Misa’s withdrawal changed the parties’ relation and dissolved the partnership, that the withdrawal was not in bad faith, that liquidation should be limited to Misa’s interest as computed under the partnership agreement, and that appointment of a receiver was unnecessary.
Petitioners brought this Rule 45 petition limited to three issues: (1) whether the firm i...(Pro-only)
Issues:
- Is the law firm Bito, Misa & Lozada a partnership at will?
- Did Joaquin L. Misa’s withdrawal dissolve the partnership regardless of his good or bad faith?
- Was Misa’s demand for dissolution to obtain physical partition...(Pro-only)
Ruling:
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Ratio:
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Doctrine:
- (Pro-only)