Title
Supreme Court
Villareal vs. Ramirez
Case
G.R. No. 144214
Decision Date
Jul 14, 2003
Partners formed "Aquarius Food House," closed without notice, and disputed capital return. Court ruled partnership, not individuals, must refund after liquidation, rejecting CA’s computation.

Case Digest (G.R. No. 144214)
Expanded Legal Reasoning Model

Facts:

  • Formation and operation of the partnership
    • On July 25, 1984, Luzviminda J. Villareal, Carmelito Jose and Jesus Jose formed a partnership with a P750,000 capital for the “Aquarius Food House and Catering Services.” Villareal was general manager; Carmelito Jose, operations manager.
    • On September 5, 1984, Donaldo Efren C. Ramirez joined as partner with a P250,000 contribution paid by his parents, spouses Cesar G. Ramirez Jr. and Carmelita C. Ramirez.
  • Events leading to dissolution and dispute
    • January 1987: Jesus Jose withdrew and received a P250,000 refund; petitioners closed the restaurant and stored furniture and equipment at respondents’ house without notice.
    • March 1, 1987: Respondents signified withdrawal and accepted return of their capital share; October 13, 1987: they complained of asset deterioration and reiterated their refund request.
    • November 10, 1987: Respondents filed a complaint for money. Petitioners argued respondents had withdrawn and been paid in kind worth over P400,000, and that no equity refund was due due to business losses. Respondents countered lack of accounting and alleged any loans were personal, not partnership‐chargeable.
  • Lower-court and appellate decisions
    • RTC (July 21, 1992): Found partnership dissolved; ordered petitioners to pay respondents P250,000 actual damages, P30,000 attorney’s fees, plus costs.
    • CA (March 23, 2000): Set aside RTC; held partnership net assets at P1,000,000 less P240,658 debts = P759,342, divided by three → P253,114 per share; ordered petitioners to reimburse respondents P253,114; no pronouncement on costs.

Issues:

  • Liability for partnership share
    • Are petitioners individually liable to respondents for the latter’s one-third equity?
  • Correctness of CA’s computation
    • Is the CA’s P253,114 figure legally and factually supported?
  • Costs award
    • Was the CA correct in making no pronouncement as to costs?

Ruling:

  • (Subscriber-Only)

Ratio:

  • (Subscriber-Only)

Doctrine:

  • (Subscriber-Only)

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