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BOURNS v. CARMAN f.

As far as the evidence shows, it seems that the business was conducted by
Partnership - Distinguished From: Cuentas En Participacion | Dec. 4, 1906| Mapa, J. Lo-Chim-Lim in his own name, although he gave a certain share to Carman
et al.
Nature of Case: Action to Recover a Sum of Money g. Since the contracts that Lo-Chim-Lim made with Bourn were made
Digest maker: Alex Austria individually in Lo-Chim-Lim's name, and there was no evidence that there
SUMMARY: Bourns entered into a contract to saw lumber for Lo-Chim-Lim. Bourns sued was a partnership contracted in any other form, the partnership is one of
Carman et al. as co-partners of the lumberyard business of Lo-Chim-Lim. SC held that cuentas en participacion.
Carman et al. were not liable to pay the $437.50 that they allegedly owed Bourns, because h. The nature of Lo-Chim-Lim's business was a simple one. It was conducted
the nature of the "partnership" in this case was only that of a "cuentas en participacion", which by Lo-Chim-Lim exclusively in his own name and no one else's.
means that Bourns has no right to demand from Carman the payment of the sum of money. i. A partnership whose existence was only known to those who had an
DOCTRINE: interest in the same, there being no mutual agreements between the
v Cuentas En Participacion = a partnership whose existence was only known to partners and without a corporate name indicating to the public in some
those who had an interest in the same, there being no mutual agreements way that there were other people besides the one who ostensibly managed
between the partners and without a corporate name indicating to the public in and conducted the business, is exactly the accidental partnership of
some way that there were other people aside from the one who managed the cuentas en participacion defined in Art. 239 of the Code of Commerce.
business. (Art. 239, Old Code of Commerce) j. Those who contract with the person under whose name (in this case, Lo-
v Those who contract with the person under whose name (in this case, Lo-Chim- Chim-Lim's name) the business of such partnership of cuentas en
Lim's name) the business of such partnership of cuentas en participacion is participacion is conducted, shall have only a right of action against such
conducted, shall have only a right of action against such person and NOT person and NOT against the other persons interested, and the latter, on
against the other persons interested, and the latter, on the other hand, shall have the other hand, shall have no right of action against the third person who
no right of action against the third person who contracted with the manager contracted with the manager unless such manager formally transfers his
unless such manager formally transfers his right to them. (Art. 242, Old Code of right to them. (Art 242 of the Code of Commerce.)
Commerce) k. Bourns then has no right to demand from Carman the payment of $437.50
owed to him, as it was Lo-Chim-Lim who was the only one who contracted
FACTS: with him.
Plaintiff Bourns seeks to recover $437.50 from a balance due on a lumber sawing
contract for the lumberyard of one Lo-Chim-Lim. Lo-Chim-Lim personally agreed to RULING: Bourns' action lacks a legal foundation and should be DISMISSED.
pay for the work himself.
Bourns brought this action against Lo-Chim-Lim and his co-defendants (Appellant ADDITIONAL NOTES:
Carman et al.) jointly, alleging that at the time they made the contract, they were the
joint proprietors and operators of the lumberyard, which was doing business under (Guys sorry wala talaga akong mahanap ng Code of Commerce kasi super old Code na siya as
the name and style of Lo-Chim-Lim. in before 1900s pa :( So eto lang nahanap ko.)
CFI dismissed the action as to Defendant D.M. Carman and Fulgencio Tan-Tongco,
on the ground that they were NOT partners of Lo-Chim-Lim. The rest of their co-
From Dietrich v. Freeman: In a partnership of cuentas en participacion, under the provisions of
defendants (Vicente Palanca and Go-Tuaco) were however fined for the $437.50 that
Article 242 of the Code of Commerce, those who contract with the person in whose name the
Bourns claims. In the end, it was only Vicente Palanca and Go-Tuaco who were
business of such a partnership was conducted shall have only the right of action against such
adjudged by the CFI as co-participants in Lo-Chim-Lim's lumberyard.
person and not against other persons interested.
This case was brought to Court to clear up whether there was a partnership between
Palanca, Go-Tuaco, Fulgencio Tan-Tongco, D.M. Carman, and Lo-Chim-Lim, because
the evidence presented in this case doesn't actually point to a partnership.

ISSUE/S & RATIO:


1. WON there was a partnership between Lo-Chim-Lim and Carman et al.?
NO! There was only a cuentas en participacion.
a. The alleged partnership between Lo-Chim-Lim and Carman et al. was
formed by verbal agreement only.
b. There was NO evidence showing that the agreement was reduced to
writing, nor was it ever recorded in a public instrument.
c. The partnership had NO corporate name.
d. Bourns himself admitted that the partnership was engaged in business
under the name and style of Lo-Chim-Lim only.
e. It does not appear that there was any mutual agreement between the
parties, and if there was any, it was not shown what the agreement was.