Santos vs. Villanueva, [C.A] 50 O.G.

175

Court of Appeals, September 7, 1953

Appeal from a judgment of CFI Manila
REYES, JBL, J.

Facts:

Gavino Santos, Luisito del Rosario, and Emiliano del Rosario formed a partnership for the operation of a
tailoring shop under the business name, Esquire. Emiliano is the manager of the partnership. No
dissolution nor liquidation of the partnership has been done until the filing of an action. Without the
knowledge and consent of the other partners, Emiliano then sold the tailoring shop to defendant Cenon
Villanueva and/or Corazon del Rosario. This precipitated the filing of an action by Gavino Santos in CFI
Manila for the rescission of the sale. The TC decided in favor of plaintiff and declared that the aforesaid
sail null and void. Defendant appealed in this court, alleging that he was a purchaser in good faith.

Issue:

W/N the sale of the tailoring shop was valid.

Held:

No. (SC also found out that Villanueva was a purchaser in bad faith). Art. 143 of Code of Commerce:
Partnership property cannot be validly sold or conveyed by anyone of the partners without the consent
of all the other partners forming the partnership. The vendor, not having the right nor the authority to
dispose of the partnership business, or even his interest therein, without the consent of the other
partners, the deed of sale is null and void and of no effect whatsoever. The tailoring business is evidently a
partnership property.