G.R. No. L-30616 - Rojas vs. Maglana

On January 14, 1955, Eufracio D. Rojas and Constancio B. Maglana executed and, on January 21, 1955, registered with the SEC the Articles of Co-Partnership of Eastcoast Development Enterprises (EDE), with unlimited term.
The partnership’s purpose was to secure and operate timber licenses over forest lands. Timber License No. 35-56 was issued in the partnership’s name, leading to subsequent renewals.

On March 4, 1956, Rojas, Maglana, and Agustin Pahamotang executed unregistered supplementary Articles of Co-Partnership under the same firm name, fixing the term to 30 years and admitting Pahamotang as industrial partner. Operations commenced May 1, 1956, yielding P643,633.07 in log sales.
On October 25, 1956, the partners agreed by conditional sale (Exh. C/D) that Maglana and Rojas would purchase Pahamotang’s interest (P31,501.12). Pahamotang was fully paid on August 31, 1957, and the second partnership was dissolved.

After Pahamotang’s withdrawal, Rojas and Maglana continued the business without written reconstitution. Rojas abandoned partnership duties in early 1957, withdrawing equipment and diverting funds, while Maglana managed operations.
On April 7, 1961, Rojas filed Civil Case No. 3518 for recovery of property, accounting, receivership, and damages. Extensive pre-trial, commissioners’ accounting, and a 1968 trial court decision ensued, dismissing Rojas’s complaint with costs. Rojas appealed to the Supreme Court.

Whether the original registered partnership (Exh. A) was novated or superseded by the unregistered second partnership (Exh. C).
The nature of the partnership and legal relations of Maglana and Rojas after Pahamotang’s withdrawal (de jure, de facto, or at-will partnership).
The effectivity of Maglana’s February 23, 1961 letter as a dissolution or withdrawal notice.
Proper basis for sharing profits and losses—“share and share alike” versus proportionate to contributions.
Ownership of properties acquired by Maglana in his wife’s name and liability for alleged damages.