Title
Ang Seng Quen vs. Te Chico
Case
G.R. No. 4765
Decision Date
Jan 20, 1909
Dispute over partnership debts; general partner Juan Te Chico held personally liable, while special partner Cu Ung Jeng's liability limited to capital contribution.
A

Case Summary (G.R. No. 251778)

Procedural History and Evidence

In the initial appeal, the decision concerning defendant Uy Su Liong was affirmed, while a new trial was ordered regarding Juan Te Chico and Cu Ung Jeng. During the second trial, the plaintiffs presented the same evidence as in the first, along with an additional letter from Ong Bun Po, the business manager, indicating the need for an extension to pay debts due to financial difficulties. The court noted that the additional evidence provided by the defendants did not negate the plaintiffs' prima facie case.

Legal Basis for Partnership

The partnership, described as a sociedad en comandita, involved Juan Te Chico as the general partner and Cu Ung Jeng and Ang Ban Gui as special partners. Each partner contributed an initial capital of 4,000 pesos. However, the partnership was never registered, which affected its legal standing. Article 24 of the Code of Commerce states that unregistered partnership articles are binding only between the members but do not affect third parties.

Cu Ung Jeng's Liability

Cu Ung Jeng's liability was specifically examined. Under the partnership agreement, his financial obligation was limited to his capital contribution, and as per the Code of Commerce regarding special partnerships, he could not be held personally liable beyond this amount. Evaluating evidence, the court determined that since Cu Ung Jeng did not manage the partnership or enter into contracts with the plaintiffs, he could not be held liable for the debts of the partnership.

Juan Te Chico's Liability

Conversely, Juan Te Chico was found liable as he was the sole manager and responsible for the partnership's operations. According to Article 120 of the Code of Commerce, the general partner bears personal responsibility for the debts incurred in the course of the partnership's business.

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