ManilaEN BANC
WALTER
JACKSON,
Plaintiff-Appellee,
G.
R.
No. 26
August
24, 1901
-versus-
PAUL BLUM, ET AL.,
Defendants-Appellants.
D E C I S I
O N
COOPER, J:
This is an appeal from
the judgment of the Court of First Instance of Intramuros (Manila) in
an
action for an accounting instituted by Walter Jackson against Paul
Blum,
H. Blum, W. A. Whaley, and L. M. Johnson. The matter involved is a
leasehold
interest in the business property known as the "Alhambra"
situated
on the Escolta in Manila, together with the furniture and fixtures and
other appurtenances.
In August, 1898,
Señor
Roca took a lease from the owner of the Alhambra and a short time
afterwards
transferred the same to Evans, Jackson, and Williams. Williams conveyed
his interest to Evans and Jackson and the establishment was conducted
by
Evans & Jackson. The firm of Evans & Jackson in the property
was
transferred to Evans. In this transfer it was agreed that when the
establishment
was free from all incumbrances there should be a settlement between
Jackson
and Evans, and that Jackson should remain the owner of his interest in
the property. On the same day Evans, being then the apparent sole owner
of the establishment, obtained a loan from Paul Blum in the sum of
32,443
pesos, and in carrying out the transaction a partnership was formed
between
Evans and Whaley, and a conveyance, absolute in form, was then made by
Evans & Whaley to Paul Blum, transferring to him the establishment,
and a contract was also entered into between Evans and Whaley on the
one
part and Paul Blum on the other part, in which agreement it was recited
that Evans & Whaley had borrowed from Paul Blum the said sum of
32,443
pesos and that they had executed to Blum the conveyance of the
establishment
mentioned. It was stipulated that Whaley was to be the managing partner
of the firm of Evans & Whaley, Evans having the right to enter the
premises at any time and to inspect the books of account. Each was to
receive
out of the business for his personal expenses the sum of 300 pesos per
month. It was also agreed by Evans & Whaley to purchase from the
American
Commercial Company, of which Paul Blum was then a member, all supplies
which they needed for the establishment. The loan made by Paul Blum to
Evans & Whaley was to be paid off from the net proceeds of each
day's
business, which were to be deposited with the American Commercial
Company
to the credit of the Alhambra account, or to be paid from any other
funds,
with interest at the rate of 8 per cent per annum, and Evans &
Whaley
had the right to pay the whole or any part of the debt at any time to
Blum
and from funds other than the profits of the Alhambra. Whaley was
mentioned
in the instrument as representative of Blum. It does not appear,
however,
from the instrument that Blum was to be considered a partner or in any
way interested in the business. Blum perhaps required that Whaley
should
become the managing partner of the firm of Evans & Whaley for the
protection
of his interests in advancing the money to them. No term for the
duration
of the partnership between Evans and Whaley was fixed, nor can any
particular
term be inferred from the nature of the business to be carried on by
them.
On the 13th day of November, 1899, a partnership settlement of the firm
of Evans & Jackson was made between Evans and Jackson and the
balance
of $5,000 was found to be due from Evans to Jackson, and an agreement
was
then entered into between Evans and Jackson in which it was recited
that
the sum of 20,000 pesos was the estimated amount due on the mortgage of
the property to Blum and that the equity of redemption was of the value
of 40,000 pesos, which belonged to each of the partners in equal parts.
In payment of the balance of 5,000 pesos due Jackson on the settlement
of accounts, and in consideration of the sum of 5,000 pesos, Evans
transferred
all of his interest in the Alhambra property to Jackson. On the
following
day Evans applied to Blum to ascertain the amount due him on the
mortgage,
offering to pay the same. Blum refused to recognize Jackson as having
any
rights in the establishment. Afterwards Blum demanded of Evans &
Whaley
the payment of the sum of 28,000 pesos as due upon the mortgage, and
Whaley,
being then in exclusive possession of the property, turned over the
same
to Blum.
The judgment of the
Court of First Instance was in favor of the plaintiff and an accounting
was decreed. The contention of the defendant is: First, that by the
sale
from Evans and Whaley to Blum the property passed absolutely to Blum;
second,
that Evans could not substitute Jackson as debtor to blum without the
consent
of the latter; third, that the partnership between Evans and Whaley was
based upon confidence, and that Jackson could not be substituted as a
member
of the firm; fourth, that the juridical relation does not exist between
the plaintiff Jackson and the defendants.
We shall briefly state
the law applicable to the facts in the case:
A partnership may be
terminated by the will or renunciation of one of the partners, provided
no term has been fixed for its duration or when a term is not fixed by
the nature of the business. (Arts. 1700 and 1795 of the Civil Code)
Personal or real
property
which each partner possesses at the time of the execution of the
contract
continues to be his private property, the usufruct only passing to the
partnership. (Art. 1675 of the Civil Code)
Each co-owner has the
absolute ownership of his part and of the fruits and benefits belonging
thereto, and he therefore may sell, assign, or mortgage the same or
substitute
another in its enjoyment unless personal rights are involved. The
effect
of the sale or mortgage, however, so far as affects the coowners, shall
be limited to that portion which may be allotted to him in the
distribution
at the termination of the community. (Art. 399 of the Civil Code)
No co-owner is
obliged
to remain in the community. (Art. 400 of the Civil Code) The
judgment of the Court
of First Instance is affirmed with costs on appeal taxed to the
appellant.
Arellano, C.J.,
Torres, Smith, Willard and Ladd, JJ., concur.
Mapa, J.,
did
not sit in this case. |