MORAN, JR. V.

CA
G.R. No. L-59956 Oct. 31, 1984Justice Gutierrez, Jr.
Facts:
?Pecson and Moran entered into an agreement for the printing of posters featurin
g the delegatesof the 1971 Constitutional Convention
oThat 95k posters were supposed to be printed and sold at P2/each
oThat each would contribute P15k
oThat Moran will supervise the work, while Pecson would receive a P1k monthlycom
mission
?Pecson gave Moran P10k for which the latter issued a receipt
?Only 2k posters were printed, but each was sold for P5
oMoran then executed 2 promissory notes in favor of Pecson
?Pecson then filed an action for the recovery of a sum of money for the return o
f his P10kcontribution, payment of his share in the profits that the partnership
would have earned
RTC: each party is entitled to rescind the contract since both failed to fulfill
their respectivepromises (Moran-the printing of the 95k posters; Pecson-the P15
k contribution)
?CA: Moran must pay Pecson, among others, the amount of expected profits and the
latter'
scommission in the partnership
Issue:
WON Moran is obliged to give Pecson the amount of expected profits from their pa
rtnership.
Held:
?No, he is not.
?Rule: when a partner who has undertaken to contribute a sum of money fails to d
o so, hebecomes a debtor of the partnership for whatever he may have promised to
contribute (Art.1786) and for interests and damages from the time he should hav
e complied with his obligations(Art. 1788)
?Being a contract of partnership, each partner must share in the profits and los
ses of the venture,for that is the essence of partnership.
oEven in the assurance of the other partner that they would earn a huge amount o
f profits, in the absence of fraud, the other cannot claim a right to recover th
e highlyspeculative profits
oIn the present case, the fantastic nature of expected profits is obvious that v
ariousfactors need to be considered.
oThe failure of COMELEC to proclaim all 320 candidates of the Constitutional Con
vention
on time was a major factor in Moran's decision not to go o
n with the printing of all95,000 posters.
EVANGELISTA & CO. v. ABAD SANTOSG.R. No. L-31684; June 28, 1973Ponente: J. Makal
intal
FACTS:
On October 9, 1954 a co-partnership was formed under the name of "Evan
gelista & Co." On June 7, 1955 the Articles of Co-partnership were amended so as
to include herein respondent, Estrella Abad Santos, as industrial partner, with
herein petitioners Domingo C. Evangelista, Jr., Leonarda Atienza Abad Santos an
d Conchita P. Navarro, the original capitalist partners, remaining in that capac
ity, with a contribution of P17,500 each
On December 17, 1963 herein respondent filed suit against the three ot
her partners, alleging that the partnership, which was also made a party-defenda
nt, had been paying dividends to the partners except to her; and that notwithsta
nding her demands the defendants had refused and continued to refuse to let her
examine the partnership books or to give her information regarding the partnersh
ip affairs or to pay her any share in the dividends declared by the partnership
The defendants, in their answer, denied ever having declared dividends
or distributed profits of the partnership; denied likewise that the plaintiff e
ver demanded that she be allowed to examine the partnership books; and by way of
affirmative defense alleged that the amended Articles of Co-partnership did not
express the true agreement of the parties, which was that the plaintiff was not
an industrial partner; that she did not in fact contribute industry to the part
nership.
ISSUE:

Whether Abad Santos is entitled to see the partnership books because s
he is an industrial partner in the partnership
HELD:
Yes, Abad Santos is entitled to see the partnership books.
The Supreme Court ruled that according to
ART. 1299. Any partner shall have the right to a formal account as to partnershi
p affairs:
(1)If he is wrongfully excluded from the partnership business or possession of i
ts property by his co-partners;
(2)If the right exists under the terms of any agreement;
(3)As provided by article 1807;
(4)Whenever other circumstances render it just and reasonable."
In the case at hand, the company is stopped from denying Abad Santos as an indus
trial partner because it has been 8 years and the company never corrected their
agreement in order to show their true intentions. The company never bothered to
correct those up until Abad Santos filed a complaint.
MARTINEZ V. ONG PONG CO
Facts:
Martinez delivered P1,500 to Ong Pong Co and Ong Lay to invest in a store. They a
greed that the profits and losses would be equally shared by all ofthem.
Martinez was demanding for the two Ongs to render an accounting or to refund him
the P1,500.
Ong Pong Co alleged that Ong Lay, now deceased, was the one who managed the busin
ess, and the capital of P1,500 resulted in a loss so that he should not be made
liable
Issue:WONOngPongCoisliable?
YESWhat is the extent ofhis liability? joint
Held:
The 2 partners (Ongs) were the administrators/managers and are obliged torender
accounting. Since neither of them rendered an account, nor proved the alleged lo
sses, they are obliged to return the capital to Martinez.Where two partners rece
ive from another a sum of money for the establishment of a business, and agree t
o share with the latter the profits or losses that mayresult therefrom, the said
two persons, as the apparent administrators of the partnership, acted as agents
for the capitalist partner, and by virtue thereof are bound to fulfill the cont
ract which implies the management of the business. Article 1796 is not applicab
le because no other money than that contributed as capital was involved.The liab
ility of the partners is joint. Ong Pong Co shall only pay P750 to Martinez.
FORTIS VS HERMANOS
Facts:
Plaintiff Fortis is an employee of defendant Gutierrez Hermanos. Theformer broug
ht an action to recover a balance due him as salary forthe year 1902. He also al
leged that he was entitled, as salary, to 5 percent of the net profits of the bu
siness of the defendants for said year. The complaint also contained a cause of
action for the sum of 600pesos, money expended by plaintiff for the defendants d
uring the year1903. The lower court ruled in favor of the plaintiff. The total j
udgment rendered amounted to P13, 025.40, which was reduced to Philippine curren
cy. The defendants moved for new trial but were denied. They brought the case in
the SC thru bill of exceptions; the appellants(defendants) alleged that that th
e contract made the plaintiff a copartner of the defendants in the business, whi
ch they were carryingon.
Issue:
WON the plaintiff is a co-partner of the defendants in the business.
Held:

NO. It was a mere contract of employment. The plaintiff had neither voice nor vo
te in the management of the affairs of the company. The fact that the compensati
on received by him was to be determined with reference to the profits made by th
e defendants in their business didnot in any sense make by a partner therein. Th
e articles of partnership between the defendants provided that the profits shoul
d be divided among the partners named in a certain proportion. The contract made
between the plaintiff and the then manager of the defendant partnership did not
in any way vary or modify this provision of the articles of partnership.
Note:
The rule is that, receipt of a person in a share of profits of business is a pr
ima facie evidence that he is a partner. Exception is if the profit is forthe pa
yment of wages of an employee. Bill of exceptions-

A written statement from a trial judge to an appellate court listing a party's o
bjections or exceptions made during the trial and the grounds on which they were
based.
FACTS:
Azucena Palomo bought a parcel of land and building from Rolando Gonzales and as
sumed a mortgage of the building in favor of S.S.S. which was insured with S.S.S
. Accredited Group of Insurers
April 19, 1975: Azucena Palomo obtained a loan from Tai Tong Chuache Inc. in the
amount of P100,000 and to secure it, the land and building was mortgaged
June 11, 1975: Pedro Palomo secured a Fire Insurance Policy covering the buildin
g for P50,000 with Zenith Insurance Corporation
July 16, 1975: another Fire Insurance policy was procured from Philippine Briti
sh Assurance Company, covering the same building for P50,000 and the contents th
ereof for P70,000
Before the occurrence of the peril insured against the Palomos had already paid
their credit due the
July 31, 1975: building and the contents were totally razed by fire
Palomo was able to claim P41,546.79 from Philippine British Assurance Co., P11,8
77.14 from Zenith Insurance Corporation and P5,936.57 from S.S.S. Group of Accre
dited Insurers but Travellers Multi-Indemnity refused so it demanded the balance
from the other three but they refused so they filed against themInsurance Commi
ssion, CFI: absolved Travellers on the basis that Arsenio Cua was claiming and N
OT Tai Tong ChuachePalomo AppealedTravellers reasoned that the policy is endorse
d to Arsenio Chua, mortgage creditorTai Tong Chuache & Co. filed a complaint in
intervention claiming the proceeds of the fire Insurance Policy issued by trave
llersaffirmative defense of lack of insurable interest that before the occurrenc
e of the peril insured against the Palomos had already paid their credit due the
petitioner
ISSUE: W/N Tai Tong Chuache & Co. has insurable interest
HELD: YES. Travellers Multi-Indemnity Corporation to pay Tai Tong Chuache & Co.
when the creditor is in possession of the document of credit, he need not prove
non-payment for it is presumed The validity of the insurance policy taken b peti
tioner was not assailed by private respondent. Moreover, petitioner's claim that
the loan extended to the Palomos has not yet been paid was corroborated by Azuc
ena Palomo who testified that they are still indebted to herein petitioner
Chua being a partner of petitioner Tai Tong Chuache & Company is an agent of the
partnership. Being an agent, it is understood that he acted for and in behalf o
f the firm Upon its failure to prove the allegation of lack of insurable interes
t on the part of the petitioner, Travellers must be held liable.
TAI TONG CHUACHE V. INSURANCECOMMISSIONGR 55397, FEBRUARY 29, 1988
A partnership may sue or be sued in its own name orby its duly authorized repres
entative
BACHRACH V LA PROTECTORA
Facts:
Nicolas Segundo, Antonio Adiarte, Ignacio Flores and Modesto Serrano (defendants
) formed a civil partnership called "La Protectora" for the purpose of engaging
in the business of transporting passengers and freight at Laoag, Ilocos Norte. M
arcelo Barba, acting as manager, negotiated for the purchase of 2 automobile tru
cks from E. M. Bachrach for P16,500. Barba paid P3,000 in cash and for the balan
ce executed promissory notes.
One of these promissory notes was signed in the following manner:
"P.P La Protectora, By Marcelo Barba Marcelo Barba"
The other 2 notes were signed in the same way but the word "by" was omitted. It
was obvious that in signing the notes, Barba intended to bind both the partnersh
ip and himself.
The defendants executed a document in which they declared that they were members
of La Protectora and that they had granted to its president full authority to c
ontract for the purchase of the 2 automobiles. The document was delivered by Ba
rba to Bachrach at the time the vehicles were purchased.
Barba incurred a debt amounting to P2,617.57 and Bachrach foreclosed a chattel m
ortgage on the trucks but there was still balance. To recover the balance, actio
n was instituted against the defendants. Judgment was rendered against the defen
dants.
Issue:
a.Whether or not the defendants are liable for the firm debts.
b.Whether or not Barba had authority to incur expenses for the partnership (rele
vant issue)
Held:
a.Yes. Promissory notes constitute the obligation exclusively of La Protectora a
nd Barba. They do not constitute an obligation directly binding the defendants.
Their liability is based on the principles of partnership liability. A member i
s not liable in solidum with his fellows for the entire indebtedness but is liab
le with them or his aliquot part.
SC obiter: the document was intended merely as an authority to enable Barba to
bind the partnership and that the parties to the instrument did not intend to co
nfer upon Barba an authority to bind them personally.
b. Yes. Under Art 1804, every partner may associate another person with him in h
is share. All partners are considered agents of the partnership. Barba must be
held to have authority to incur these expenses. He is shown to have been in fac
t the president/manager, and there can be no doubt that he had actual authority
to incur obligation.
PANG LIM VS LO SENG

Facts:
?Lo Seng and Pang Lim were partners in the business
of running a distillery, known as "El Progreso"
?The land on which said distillery is located was to thefirm of Lo Seng and Co.
for the term of three years.
?Upon the expiration of this lease a new writtencontract, in the making of whic
h Lo Yao wasrepresented by one Lo Shui as attorney in fact,became effective wher
eby the lease was extended forfifteen years.
?Pang Lim sold all his interest in the distillery to hispartner Lo Seng, thus p
lacing the latter in the positionof sole owner
?Lo Shui, again acting as attorney in fact of Lo Yao,executed and acknowledged b
efore a notary public adeed purporting to convey to Pang Lim and anotherChinaman
named Benito Galvez, the entire distilleryplant. But this document was never re
corded in theregistry of property.
?Thereafter, Pang Lim and Benito Galvez demandedpossession from Lo Seng, but th
e latter refused toyield; and the present action of unlawful detainer wasthereup
on initiated by Pang Lim and Benito Galvez inthe court of the justice of the pea
ce of Paombong torecover possession of the premises.
?Plaintiff Pang Lim has occupied a double role in thetransactions which gave ri
se to this litigation, namely,first, as one of the lessees; and secondly, as one
of thepurchasers now seeking to terminate the lease. Thesetwo positions are ess
entially antagonistic andincompatible. Every competent person is by law bondto m
aintain in all good faith the integrity of his ownobligations; and no less certa
inly is he bound torespect the rights of any person whom he has placedin his own
shoes as regards any contract previouslyentered into by himself.
Issue: WON
Pang Lim, having been a participant in thecontract of lease now in question, is
in a position to terminateit: and this is a fatal obstacle to the maintenance of
the action of unlawful detainer by him.
Held: NO.
While yet a partner in the firm of Lo Seng and Co.,Pang Lim participated in the
creation of this lease, and when hesold out his interest in that firm to Lo Seng
this operated as atransfer to Lo Seng of Pang Lim's interest in the firm assets
,including the lease; and Pang Lim cannot now be permitted, inthe guise of a pur
chaser of the estate, to destroy an interest derived from himself, and for which
he has received full value.
Ratio:
?The bad faith of the plaintiffs in seeking to deprive thedefendant of this leas
e is strikingly revealed in thecircumstance that prior to the acquisition of thi
sproperty Pang Lim had been partner with Lo Sengand Benito Galvez an employee. B
oth therefore hadbeen in relations of confidence with Lo Seng and inthat positio
n had acquired knowledge of thepossibilities of the property and possibly anexpe
rience which would have enabled them, in casethey had acquired possession, to ex
ploit the distillerywith profit.
?it would be shocking to the moral sense if thecondition of the law were found t
o be such that PangLim, after profiting by the sale of his interest in abusiness
, worthless without the lease, could interveneas purchaser of the property and c
onfiscate for hisown benefit the property which he had sold for avaluable consid
eration to Lo Seng.
?Above all other persons in business relations,partners are required to exhibit
towards each otherthe highest degree of good faith. In fact the relationbetween
partners is essentially fiduciary, each beingconsidered in law, as he is in fact
, the confidentialagent of the other.
?If one partner obtains in his own name and for hisown benefit the renewal of a
lease on property usedby the firm, to commence at a date subsequent to theexpira
tion of the firm's lease, the partner obtainingthe renewal is held to be a const
ructive trustee of thefirm as to such lease.
?as Lo Seng is vested with the possessory right asagainst Pang Lim, he cannot be
ousted either by PangLim or Benito Galvez. Having lawful possession asagainst o
ne cotenant, he is entitled to retain it against both.
LIM TANHU VS. RAMOLETE
66 SCRA 425
FACTS:
Private respondent Tan Put alleged that she is the widow of Tee Hoon Lim Po Chua
n, who was a partner and practically the owner who has controlling interest of G
lory Commercial Company and a Chinese Citizen until his death. Defendant Antoni
o Lim Tanhu and Alfonso Leonardo Ng Sua were partners in name but they were mere
employees of Po Chuan and were naturalized Filipino Citizens. Tan Put filed co
mplaint against spouses-petitoner Lim Tanhu and Dy Ochay including their son Tec
h Chuan and the other spouses-petitoner Ng Sua and Co Oyo including also their s
on Eng Chong Leonardo, that through fraud and machination took actual and active
management of the partnership and that she alleged entitlement to share not onl
y in the capital and profits of the partnership but also in the other assets, bo
th real and personal, acquired by the partnership with funds of the latter durin
g its lifetime."
According to the petitioners, Ang Siok Tin is the legitimate wife, still living,
and with whom Tee Hoon had four legitimate children, a twin born in 1942, and t
wo others born in 1949 and 1965, all presently residing in Hong Kong. Tee Hoon d
ied in 1966 and as a result of which the partnership was dissolved and what corr
esponded to him were all given to his legitimate wife and children.
Tan Put prior of her alleged marriage with Tee Hoon on 1949, was engaged in the
drugstore business; that not long after her marriage, upon the suggestion of the
latter sold her drugstore for P125,000.00 which amount she gave to her husband
as investment in Glory Commercial Co. sometime in 1950; that after the investmen
t of the above-stated amount in the partnership its business flourished and it e
mbarked in the import business and also engaged in the wholesale and retail trad
e of cement and GI sheets and under huge profits.
Defendants interpose that Tan Put knew and was are that she was merely the commo
n-law wife of Tee Hoon. Tan Put and Tee Hoon were childless but the former had
a foster child, Antonio Nunez.
ISSUE: Whether Tan Put, as she alleged being married with Tee Hoon, can claim fr
om the company of the latter's share.
HELD:
Under Article 55 of the Civil Code, "the declaration of the contracting parties
that they take each other as husband and wife "shall be set forth in an instrume
nt" signed by the parties as well as by their witnesses and the person solemnizi
ng the marriage. Accordingly, the primary evidence of a marriage must be an auth
entic copy of the marriage contract". While a marriage may also be proved by oth
er competent evidence, the absence of the contract must first be satisfactorily
explained. Surely, the certification of the person who allegedly solemnized a ma
rriage is not admissible evidence of such marriage unless proof of loss of the c
ontract or of any other satisfactory reason for its non-production is first pres
ented to the court. In the case at bar, the purported certification issued by a
Mons. Jose M. Recoleto, Bishop, Philippine Independent Church, Cebu City, is not
, therefore, competent evidence, there being absolutely no showing as to unavail
ability of the marriage contract and, indeed, as to the authenticity of the sign
ature of said certifier, the jurat allegedly signed by a second assistant provin
cial fiscal not being authorized by law, since it is not part of the functions o
f his office. Besides, inasmuch as the bishop did not testify, the same is hears
ay.
An agreement with Tee Hoon was shown and signed by Tan Put that she received P40
,000 for her subsistence when they terminated their relationship of common-law m
arriage and promised not to interfere with each other's affairs since they are i
ncompatible and not in the position to keep living together permanently. Hence,
this document not only proves that her relation was that of a common-law wife b
ut had also settled property interests in the payment of P40,000.
G.R. No. 70926 January 31, 1989DAN FUE LEUNG, petitioner,vs.HON. INTERMEDIATE AP
PELLATE COURT and LEUNG YIU, respondents.
FACTS:The petitioner asks for the reversal of the decision of the Appellate Cour
t in which affirmed the decision of the lower court declaring private respondent
Leung Yiu a partner of petitioner Dan Fue Leung in the business of Sun WahPanci
teria and ordering the petitioner to pay to the private respondent his share in
the annual profits of the saidrestaurant.This case originated from a complaint f
iled by respondent Leung Yiu with the lower court to recover the sumequivalent t
o twenty-two percent (22%) of the annual profits derived from the operation of S
un Wah Panciteria sinceOctober, 1955 from petitioner Dan Fue Leung.The Sun Wah P
anciteria was registered as a single proprietorship and its licenses and permits
were issued to and infavor of petitioner Dan Fue Leung as the sole proprietor.
Respondent Leung Yiu adduced evidence during the trial of the case to show that
Sun Wah Panciteria was actually a partnership and that he was one of the partner
s havingcontributed P4,000.00 to its initial establishment.Lower court ruled in
favor of the private respondent. Petitioner appealed the trial court's amended d
ecision. However,the questioned decision was further modified and affirmed by th
e appellate court. Both the trial court and theappellate court declared that the
private petitioner is a partner and is entitled to a share of the annual profit
s of therestaurant. Hence, an appeal to the SC.The petitioner argues that privat
e respondent extended 'financial assistance'to herein petitioner at the time of
the establishment of the Sun Wah Panciteria, in return of which private responde
ntallegedly will receive a share in the profits of the restaurant. It was, there
fore, error for the Appellate Court to interpretor construe 'financial assistanc
e' to mean the contribution of capital by a partner to a partnership.
ISSUE:WON the private respondent is a partner of the petitioner in the establish
ment of Sun Wah Panciteria.
HELD:In essence, the private respondent alleged that when Sun Wah Panciteria was
established, he gave P4,000.00 to thepetitioner with the understanding that he
would be entitled to twenty-two percent (22%) of the annual profit derivedfrom t
he operation of the said panciteria. These allegations, which were proved, make
the private respondent and the petitioner partners in the establishment of Sun W
ah Panciteria because Article 1767 of the Civil Code provides that"By the contra
ct of partnership two or more persons bind themselves to contribute money, prope
rty or industry to a common fund, with the intention of dividing the profits amo
ng themselves".Therefore, the lower courts did not err in construing the complai
nt as one wherein the private respondent asserted his rights as partner of the p
etitioner in the establishment of the Sun Wah Panciteria, notwithstanding the us
e of the term financial assistance therein.SC affirmed appellate courts decision
and ordered the dissolution of the partnership.
EMNACE VS COURT OF APPEALS
FACTS:
Business Organization - Partnership, Agency, Trust - Dissolution and Winding Up
- Prescription
Emilio Emnace, Jacinto Divinagracia and Vicente Tabanao formed a partnership eng
aged in the fishing industry. In 1986, Jacinto decided to leave the partnership
hence they agreed to dissolve the partnership. At that time, the partnership has
an estimated asset amounting to P30,000,000.00.
HOWEVER, until the death of Vicente Tabanao in 1994, Emnace never rendered an ac
counting either to Vicente or his heirs. Emnace reneged on his promise to turn o
ver Tabanao's share which is 1/3 of the P30M. The heirs of Tabanao then sued Emn
ace. Emnace argued, among others, that the heirs are barred by prescription henc
e they can no longer demand an accounting. He contends that the partnership was
dissolved in 1986 and that was the time when Tabanao's (and his heirs') right to
inquire into the business affairs accrued; that said right has expired in 1990
or 4 years after. So beyond 1990, they can no longer inquire.
ISSUE: Whether or not Emnace is correct.
HELD: No. Prescription has not run in this case, it has never begun. The three f
inal stages of partnership are: a) dissolution, b) winding up, and c) terminatio
n. In this case, Emnace and his partners dissolved their partnership but such di
d not perfect the dissolution because no accounting took place. The partnership,
although dissolved, continues to exist and its legal personality is retained, a
t which time it completes the winding up of its affairs, including the partition
ing and distribution of the net partnership assets to the partners. For as long
as the partnership exists, any of the partners (or legal representative - in thi
s case the heirs of Tabanao) may demand an accounting of the partnership's busin
ess. Prescription of the said right starts to run only upon the dissolution of
the partnership when the final accounting is done.
When a final accounting is made, it is only then that prescription begins to run
. In the case at bar, no final accounting has been made, and that is precisely
what the heirs are seeking in their action before the trial court, since Emnace
has failed or refused to render an accounting of the partnership's business and
assets. Hence, the said action is not barred by prescription.
Read full text
NOTE: Under Article 1809 of the Civil Code, right to demand an accounting may al
so be invoked under certain agreements - these are just one of the exceptions. G
eneral Rule: Accounting only when there is dissolution. Exception: Article 1807
and 1809.
SISON V. HELEN MCQUAIDDECEMBER 29, 1953
Principle: Liquidation shall happen before a partner may claim his share of prof
it from the partnership.
Facts:Plaintiff brought an action in the CFI against defendant. Defendant borrow
ed from him money (P 2,210) to enable her to payher obligations and to add to he
r capital in her lumber business. She could not pay so she proposed to take plai
ntiff as a partner in her business, plaintiff to contribute the P 2,210 due him
from defendant. Before the last World War, the partnership sold
230,000?boardft. of lumberto the US Army for P 13,800.00. Defendant refused to d
eliver of it (P 6,900.00) to plaintiff despite his repeated demands. Plaintiff f
iled an action to compel defendant topay him his half of the profit from the par
tnership. The case was dismissed upon the ground of prescription.Issue:
Whether or not plaintiff is entitled to the sum he claims
Held:NO. Order of dismissal was affirmed, but on the ground that the complaint s
tates no cause of action.Ratio: It is not clear from the complaint just when the
cause of action accrued. Thus the dismissal of the case is erroneous. However o
rder should be retained on the ground that the complaint has no cause of
the partnership to the United States Army. But his complaint doe snot show why h
e should be entitled to the sum he claims. It does not allege that there has bee
n a liquidation of the partnership business and the said sum has been found to b
e due him as his share of the profits. The proceeds from the sale of a certain a
mount of lumber cannot be considered profits until costs and expenses have been
deducted. Moreover, the profits of the business cannot be determined by taking i
nto account the result of one particular transaction instead of all the transact
ions had. Hence, the need for a general liquidation before a member of a partner
ship may claim a specific sum as his share of the profit.
ORNUM V. LASALA 74 PHIL 242
Facts:Ornum submitted a statement of accounts to respondents, his copartner. Ins
tead of objecting to said statement, respondent Lasala promised to sign the same
as soon as he received his shares as shown in said statement. After said shares
had been paid by Ornum and accepted by respondents without reservation, the lat
ter refused to sign the statement. Lasala demanded a new liquidation, claiming t
hat he was entitled to more than what the statement of account shows.
Issue:
Is the respondent entitled to a further liquidation?
Held:
No. After accepting his shares without any reservation, respondent virtually co
nfirmed his approval of the statement of accounts, and its signing thereby becam
e a mere formality to be complied with by Lasala exclusively. His refusal to sig
n, after receiving the shares, amounted to a waiver of that formality in favor o
f Ornum who had already performed his obligation. This approval precludes any ri
ght on the part of respondent to a further liquidation, unless he can show there
was fraud or mistake in said approval