Case Digest (G.R. No. 19892)
Case Digest (G.R. No. 19892)
Facts:
Teck Seing & Co., Ltd., Petitioner and Appellee. Santiago Jo Chung Cang et al., Partners, vs. Pacific Commercial Company et al., Creditors and Appellants, G.R. No. 19892. September 06, 1923, the Supreme Court En Banc, Malcolm, J., writing for the Court.The petition began with an application that the commercial concern styled Sociedad Mercantil, Teck Seing & Co., Ltd. be adjudged insolvent. Several creditors — Pacific Commercial Company, Pinol & Company, Riu Hermanos, and W. H. Anderson & Company — filed a motion asking the trial court to (A) declare the individual partners named in the instrument forming Teck Seing & Co., Ltd. parties to the insolvency proceeding; (B) require each partner to file an inventory of his property under Section 51 of the Insolvency Law; and (C) adjudge each of those partners insolvent debtors in the same proceeding.
The trial judge initially granted the creditors’ motion, but on renewed opposition later denied it. The creditors appealed that denial to the Supreme Court pursuant to Section 82 of the Insolvency Law. The authenticated partnership instrument (an "Escritura de Sociedad Mercantil Limitada" dated October 31, 1919, and registered in the mercantile registry on February 11, 1920) named five contributing persons, specified a P30,000 capital divided into five P6,000 shares, appointed administrators (Lim Yogsing and Vicente Jocson Jo), set duration and profit-sharing rules, and adopted the business name "Teck Seing & Co., Ltd.".
On the pleadings the parties agreed that Teck Seing & Co., Ltd. was not a corporation and not a cuenta en participacion. Petitioner's counsel alternately characterized the concern as a sociedad anonima (not applicable because the relevant corporate law had repealed the old provisions) or as a "sociedad mercantil limitada." Creditors contended the instrument in truth created a general copartnership; petitioner argued that omission of the partners’ names from the firm name and the "limited" designation defeated characterization as a general partnership. The trial court’s conflicted rulings and the appeal brought the factual and legal issue — the legal nature of Teck Seing & Co., Ltd. and whether the individual partners must be made parties and subjected to insolvency procedures — before this Court.
Issues:
- Did the trial court err in denying the creditors’ motion to make the individual partners parties, require inventories, and adjudicate them insolvent under the Insolvency Law?
- Was the mercantile concern styled Teck Seing & Co., Ltd. a general copartnership (partnership for purposes of the Insolvency Law), a limited partnership, a corporation, or merely a de facto association, notwithstanding that the firm name did not include any partner’s name?
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)