On Feb 19, 1988, Misa wrote another letter to the junior partners telling them
that the partnership has ceased to be mutually satisfactory because of the
working conditions of our employees, and that other partners refused to
give meaningful increases to the employees; even attorneys, are dressed
down publicly in a loud voice in a manner that deprived them of their selfrespect.
Misa then filed with the SECs Securities Investigation and Clearing
Department a petition for dissolution and liquidation of partnership. The junior
partners filed their opposition to the petition. The Hearing Officer ruled that
Misas withdrawal from the law firm did not dissolve the partnership and the
junior partners are required to abide by the Agreement regarding the
2. The birth and life of a partnership at will is predicated on the mutual desire
and consent of the partners. Its continued existence is dependent on (1) the
constancy of that mutual resolve, along with each partners capability to give
it and (2) the absence of a cause for dissolution provided by the law itself.
Verily, any one of the partners may, at his sole pleasure, dictate a dissolution
of the partnership at will. He must, however, act in good faith, otherwise, it
can result in a liability for damages.
The DISSOLUTION OF A PARTNERSHIP is the change in the relation of the
parties caused by any partner ceasing to be associated in the carrying on of
the business. It is different from the winding up of the business. Upon its
dissolution, the partnership continues and its legal personality is retained
until the complete winding up of its business culminating in its termination.
The liquidation of the partnership is governed by various provisions of the
Civil Code however, an agreement of the partners, like any other contract, is
binding among them. Thus, with respect to the 2 floors of office
condominium, according to the partnership agreement, The share of the
retiring or deceased partner in the aforementioned two (2) floor office