13 Yu V NLRC

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G.R.No.97212
THIRDDIVISION
[G.R.No.97212,June30,1993]
BENJAMINYU,PETITIONER,VS.NATIONALLABOR
RELATIONSCOMMISSIONANDJADEMOUNTAINPRODUCTS
COMPANYLIMITED,WILLYCO,RHODORAD.BENDAL,LEA
BENDAL,CHIUSHIANJENGANDCHENHOFU,RESPONDENTS.
DECISION
FELICIANO,J.:
Petitioner Benjamin Yu was formerly the Assistant General Manager of the
marblequarryingandexportbusinessoperatedbyaregisteredpartnershipwith
the firm name of "Jade Mountain Products Company Limited" ("Jade
Mountain").Thepartnershipwasoriginallyorganizedon28June1984withLea
BendalandRhodoraBendalasgeneralpartnersandChiuShianJeng,ChenHo
Fu and Yu Chang, all citizens of the Republic of China (Taiwan), as limited
partners. The partnership business consisted of exploiting a marble deposit
found on land owned by the Sps. Ricardo and Guillerma Cruz, situated in
Bulacan Province, under a Memorandum Agreement dated 26 June 1984 with
theCruzspouses.[1]ThepartnershiphaditsmainofficeinMakati,Metropolitan
Manila.
Benjamin Yu was hired by virtue of a Partnership Resolution dated 14 March
1985, as Assistant General Manager with a monthly salary of P4,000.00.
According to petitioner Yu, however, he actually received only half of his
stipulated monthly salary, since he had accepted the promise of the partners
that the balance would be paid when the firm shall have secured additional
operatingfundsfromabroad.BenjaminYuactuallymanagedtheoperationsand
finances of the business he had overall supervision of the workers at the
marblequarryinBulacanandtookchargeofthepreparationofpapersrelating
totheexportationofthefirm'sproducts.
Sometimein1988,withouttheknowledgeofBenjaminYu,thegeneralpartners
Lea Bendal and Rhodora Bendal sold and transferred their interests in the
partnershiptoprivaterespondentWillyCoandtooneEmmanuelZapanta.Mr.
Yu Chang, a limited partner, also sold and transferred his interest in the
partnership to Willy Co. Between Mr. Emmanuel Zapanta and himself, private
respondent Willy Co acquired the great bulk of the partnership interest. The
partnership now constituted solely by Willy Co and Emmanuel Zapanta
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continued to use the old firm name of Jade Mountain, though they moved the
firm's main office from Makati to Mandaluyong, Metropolitan Manila. A
Supplement to the Memorandum Agreement relating to the operation of the
marble quarry was entered into with the Cruz spouses in February of 1988.[2]
The actual operations of the business enterprise continued as before. All the
employees of the partnership continued working in the business, all, save
petitionerBenjaminYuasitturnedout.
On16November1987,havinglearnedofthetransferofthefirm'smainoffice
from Makati to Mandaluyong, petitioner Benjamin Yu reported to the
MandaluyongofficeforworkandtheremetprivaterespondentWillyCoforthe
first time. Petitioner was informed by Willy Co that the latter had bought the
businessfromtheoriginalpartnersandthatitwasforhimtodecidewhetheror
not he was responsible for the obligations of the old partnership, including
petitioner'sunpaidsalaries.Petitionerwasinfactnotallowedtoworkanymore
intheJadeMountainbusinessenterprise.Hisunpaidsalariesremainedunpaid.
[3]
On 21 December 1988, Benjamin Yu filed a complaint for illegal dismissal and

recovery of unpaid salaries accruing from November 1984 to October 1988,
moralandexemplarydamagesandattorney'sfees,againstJadeMountain,Mr.
WillyCoandtheotherprivaterespondents.ThepartnershipandWillyCodenied
petitioner'scharges,contendinginthemainthatBenjaminYuwasneverhired
asanemployeebythepresentornewpartnership.[4]
Induetime,LaborArbiterNievesVivarDeCastrorenderedadecisionholding
that petitioner had been illegally dismissed. The Labor Arbiter decreed his
reinstatement and awarded him his claim for unpaid salaries, backwages and
attorney'sfees.[5]
On appeal, the National Labor Relations Commission ("NLRC") reversed the
decision of the Labor Arbiter and dismissed petitioner's complaint in a
Resolution dated 29 November 1990. The NLRC held that a new partnership
consisting of Mr. Willy Co and Mr. Emmanuel Zapanta had bought the Jade
Mountain business, that the new partnership had not retained petitioner Yu in
his original position as Assistant General Manager, and that there was no law
requiring the new partnership to absorb the employees of the old partnership.
BenjaminYu,therefore,hadnotbeenillegallydismissedbythenewpartnership
whichhadsimplydeclinedtoretainhiminhisformermanagerialpositionorany
otherposition.Finally,theNLRCheldthatBenjaminYu'sclaimforunpaidwages
shouldbeassertedagainsttheoriginalmembersoftheprecedingpartnership,
butthesethoughimpleadedhad,apparently,notbeenservedwithsummonsin
theproceedingsbeforetheLaborArbiter.[6]
Petitioner Benjamin Yu is now before the Court on a Petition for Certiorari,
asking us to set aside and annul the Resolution of the NLRC as a product of
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graveabuseofdiscretionamountingtolackorexcessofjurisdiction.
ThebasiccontentionofpetitioneristhattheNLRChasoverlookedtheprinciple
thatapartnershiphasajuridicalpersonalityseparateanddistinctfromthatof
each of its members. Such independent legal personality subsists, petitioner
claims,notwithstandingchangesintheidentitiesofthepartners.Consequently,
the employment contract between Benjamin Yu and the partnership Jade
Mountaincouldnothavebeenaffectedbychangesinthelatter'smembership.
[7]
Two(2)mainissuesarethusposedforourconsiderationinthecaseatbar:(1)
whether the partnership which had hired petitioner Yu as Assistant General
Manager had been extinguished and replaced by a new partnership composed
of Willy Co and Emmanuel Zapanta and (2) if indeed a new partnership had
comeintoexistence,whetherpetitionerYucouldnonethelessasserthisrights
underhisemploymentcontractasagainstthenewpartnership.
Inrespectofthefirstissue,weagreewiththeresultreachedbytheNLRC,that
is, that the legal effect of the changes in the membership of the partnership
was the dissolution of the old partnership which had hired petitioner in 1984
andtheemergenceofanewfirmcomposedofWillyCoandEmmanuelZapanta
in1987.
The applicable law in this connection of which the NLRC seemed quite
unawareisfoundintheCivilCodeprovisionsrelatingtopartnerships.Article
1828oftheCivilCodeprovidesasfollows:
"Art. 1828. The dissolution of a partnership is the change in the
relation of the partners caused by any partner ceasing to be
associatedinthecarryingonasdistinguishedfromthewindingupof
thebusiness."(Emphasissupplied)
Article1830ofthesameCodemustalsobenoted:
"Art.1830.Dissolutioniscaused:
(1)withoutviolationoftheagreementbetweenthepartners
xxxxxxxxx
(b)bytheexpresswillofanypartner,whomustactingoodfaith,
whennodefinitetermorparticularundertakingisspecified
xxxxxxxxx
(2)incontraventionoftheagreementbetweenthepartners,where
the circumstances do not permit a dissolution under any other
provision of this article, by the express will of any partner at any
time
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xxxxxxxxx"
(Emphasessupplied)
In the case at bar, just about all of the partners had sold their partnership
interests (amounting to 82% of the total partnership interest) to Mr. Willy Co
and Emmanuel Zapanta. The record does not show what happened to the
remaining 18% of the original partnership interest. The acquisition of 82% of
the partnership interest by new partners, coupled with the retirement or
withdrawal of the partners who had originally owned such 82% interest, was
enoughtoconstituteanewpartnership.
Theoccurrenceofeventswhichprecipitatethelegalconsequenceofdissolution
ofapartnershipdonot,however,automaticallyresultintheterminationofthe
legal personality of the old partnership. Article 1829 of the Civil Code states
that:
"[o]n dissolution the partnership is not terminated, but continues
untilthewindingupofpartnershipaffairsiscompleted."
In the ordinary course of events, the legal personality of the expiring
partnership persists for the limited purpose of winding up and closing of the
affairsofthepartnership.Inthecaseatbar,itisimportanttounderscorethe
factthatthebusinessoftheoldpartnershipwassimplycontinuedbythenew
partners, without the old partnership undergoing the procedures relating to
dissolution and winding up of its business affairs. In other words, the new
partnership simply took over the business enterprise owned by the preceding
partnership, and continued using the old name of Jade Mountain Products
Company Limited, without winding up the business affairs of the old
partnership,payingoffitsdebts,liquidatinganddistributingitsnetassets,and
then reassembling the said assets or most of them and opening a new
business enterprise. There were, no doubt, powerful tax considerations which
underlaysuchaninformalapproachtobusinessonthepartoftheretiringand
the incoming partners. It is not, however, necessary to inquire into such
matters.
What is important for present purposes is that, under the above described
situation, not only the retiring partners (Rhodora Bendal, et al.) but also the
newpartnershipitselfwhichcontinuedthebusinessoftheold,dissolved,one,
are liable for the debts of the preceding partnership. In Singson, et al. v.
IsabelaSawMill,etal,[8]theCourtheldthatunderfactsverysimilartothosein
thecaseatbar,awithdrawingpartnerremainsliabletoathirdpartycreditorof
theoldpartnership.[9]Theliabilityofthenewpartnership,upontheotherhand,
inthesetofcircumstancesobtaininginthecaseatbar,isestablishedinArticle
1840oftheCivilCodewhichreadsasfollows:
"Art. 1840. In the following cases creditors of the dissolved
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partnershiparealsocreditorsofthepersonorpartnershipcontinuing
thebusiness:
(1)When any new partner is admitted into an existing partnership,
orwhenanypartnerretiresandassigns(ortherepresentativeofthe
deceased partner assigns) his rights in partnership property to two
ormoreofthepartners,ortooneormoreofthepartnersandoneor
morethirdpersons,ifthebusinessiscontinuedwithoutliquidationof
thepartnershipaffairs
(2)Whenallbutonepartnerretireandassign(ortherepresentative
ofadeceasedpartnerassigns)theirrightsinpartnershippropertyto
the remaining partner, who continues the business without
liquidationofpartnershipaffairs,eitheraloneorwithothers
(3) When any Partner retires or dies and the business of the
dissolvedpartnershipiscontinuedassetforthinNos.1and2ofthis
article,withtheconsentoftheretiredpartnersortherepresentative
of the deceased partner, but without any assignment of his right in
partnershipproperty
(4)Whenallthepartnersortheirrepresentativesassigntheirrights
inpartnershippropertytooneormorethirdpersonswhopromiseto
pay the debts and who continue the business of the dissolved
partnership
(5)Whenanypartnerwrongfullycausesadissolutionandremaining
partnerscontinuethebusinessundertheprovisionsofarticle1837,
second paragraph, No. 2, either alone or with others, and without
liquidationofthepartnershipaffairs
(6)Whenapartnerisexpelledandtheremainingpartnerscontinue
the business either alone or with others without liquidation of the
partnershipaffairs
Theliabilityofathirdpersonbecomingapartnerinthepartnership
continuing the business, under this article, to the creditors of the
dissolved partnership shall be satisfied out of the partnership
propertyonly,unlessthereisastipulationtothecontrary.
When the business of a partnership after dissolution is continued
under any conditions set forth in this article the creditors of the
retiring or deceased partner or the representative of the deceased
partner,haveapriorrighttoanyclaimoftheretiredpartnerorthe
representative of the deceased partner against the person or
partnership continuing the business on account of the retired or
deceased partner's interest in the dissolved partnership or on
account of any consideration promised for such interest or for his
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rightinpartnershipproperty.
Nothinginthisarticleshallbeheldtomodifyanyrightofcreditorsto
setasideanyassignmentonthegroundoffraud.
xxxxxxxxx"
(Emphasessupplied)
UnderArticle1840above,creditorsoftheoldJadeMountainarealsocreditors
ofthenewJadeMountainwhichcontinuedthebusinessoftheoldonewithout
liquidation of the partnership affairs. Indeed, a creditor of the old Jade
Mountain,likepetitionerBenjaminYuinrespectofhisclaimforunpaidwages,
is entitled to priority visavis any claim of any retired or previous partner
insofar as such retired partner's interest in the dissolved partnership is
concerned.It is not necessary for the Court to determine under which one or
more of the above six (6) paragraphs, the case at bar would fall, if only
becausethefactsonrecordarenotdetailedwithsufficientprecisiontopermit
such determination. It is, however, clear to the Court that under Article 1840
above,BenjaminYuisentitledtoenforcehisclaimforunpaidsalaries,aswell
as other claims relating to his employment with the previous partnership,
againstthenewJadeMountain.
ItisatthesametimealsoevidenttotheCourtthatthenewpartnershipwas
entitledtoappointandhireanewgeneralorassistantgeneralmanagertorun
theaffairsofthebusinessenterprisetakenover.Anassistantgeneralmanager
belongs to the most senior ranks of management and a new partnership is
entitled to appoint a top manager ofits own choice and confidence. The non
retention of Benjamin Yu as Assistant General Manager did not therefore
constitute unlawful termination, or termination without just or authorized
cause.Wethinkthatthepreciseauthorizedcauseforterminationinthecaseat
barwasredundancy.[10]ThenewpartnershiphaditsownnewGeneralManager,
apparently Mr. Willy Co, the principal new owner himself, who personally ran
thebusinessofJadeMountain.BenjaminYu'soldpositionasAssistantGeneral
Manager thus became superfluous or redundant.[11] It follows that petitioner
Benjamin Yu is entitled to separation pay at the rate of one month's pay for
eachyearofservicethathehadrenderedtotheoldpartnership,afractionof
atleastsix(6)monthsbeingconsideredasawholeyear.
While the new Jade Mountain was entitled to decline to retain petitioner
Benjamin Yu in its employ, we consider that Benjamin Yu was very shabbily
treated by the new partnership. The old partnership certainly benefitted from
the services of Benjamin Yu who, as noted, previously ran the whole marble
quarrying, processing and exporting enterprise. His work constituted value
added to the business itself and therefore, the new partnership similarly
benefitted from the labors of Benjamin Yu. It is worthy of note that the new
partnershipdidnottrytosuggestthattherewasanycauseconsistingofsome
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blameworthy act or omission on the part of Mr. Yu which compelled the new
partnershiptoterminatehisservices.Nonetheless,thenewJadeMountaindid
notnotifyhimofthechangeinownershipofthebusiness,therelocationofthe
mainofficeofJadeMountainfromMakatitoMandaluyongandtheassumption
byMr.WillyCoofcontrolofoperations.Thetreatment(includingtherefusalto
honor his claim for unpaid wages) accorded to Assistant General Manager
BenjaminYuwassosummaryandcavalierastoamounttoarbitrary,badfaith
treatment, for which the new Jade Mountain may legitimately be required to
respond by paying moral damages. This Court, exercising its discretion and in
viewofallthecircumstancesofthiscase,believesthatanindemnityformoral
damagesintheamountofP20,000.00isproperandreasonable.
In addition, we consider that petitioner Benjamin Yu is entitled to interest at
thelegalrateofsixpercent(6%)perannumontheamountofunpaidwages,
and of his separation pay, computed from the date of promulgation of the
awardoftheLaborArbiter.Finally,becausethenewJadeMountaincompelled
Benjamin Yu to resort to litigation to protect his rights in the premises, he is
entitled to attorney's fees in the amount of ten percent (10%) of the total
amountduefromprivaterespondentJadeMountain.
WHEREFORE,foralltheforegoing,thePetitionforCertiorariisGRANTEDDUE
COURSE,theCommentfiledbyprivaterespondentsistreatedastheirAnswer
tothePetitionforCertiorari,andtheDecisionoftheNLRCdated29November
1990isherebyNULLIFIEDandSETASIDE.A new Decision is hereby ENTERED
requiring private respondent Jade Mountain Products Company Limited to pay
topetitionerBenjaminYuthefollowingamounts:
(a)for unpaid wages which, as found by the Labor Arbiter, shall be
computedattherateofP2,000.00permonthmultipliedbythirtysix
(36)months(November1984toOctober1987)inthetotalamount
ofP72,000.00
(b)separation pay computed at the rate of P4,000.00 monthly pay
multipliedbythree(3)yearsofserviceoratotalofP12,000.00
(c)indemnityformoraldamagesintheamountofP20,000.00
(d) six percent (6%) per annum legal interest computed on items
(a)and(b)above,commencingon26December1989anduntilfully
paidand
(e)tenpercent(10%)attorney'sfeesonthetotalamountduefrom
privaterespondentJadeMountain.
Costsagainstprivaterespondents.
SOORDERED.
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Bidin,Davide,Jr.,Romero,andMelo,JJ.,concur.
Rollo,pp.11,28,31,35and43.
[1]
Id.,pp.31,43and68.
[2]
Id.,pp.36and44.
[3]
Id.,pp.4041.
[4]
Id.,pp.3638.
[5]
Id.,pp.4546.
[6]
Id.,pp.910.
[7]
88SCRA623(1979).
[8]
88SCRA642643.
[9]
"Art. 283. Closure of establishment and reduction of personnel. The

employer may also terminate the employment of any employee due to the
installation of labor
s aving devices, redundancy, retrenchment to prevent
losses or the closing or cessation of operation of the establishment or
undertaking unless the closing is for the purpose of circumventing the
provisions of this title, by serving written notice on the workers and the
MinistryofLaborandEmploymentatleastone(1)monthbeforetheintended
date thereof. In case of termination due to the installation of laborsaving
devices or redundancy, the worker affected thereby shall be entitled to a
separationpayequivalenttoatleasthisone(1)monthpayortoatleastone
(1) month pay for every year of service, whichever is higher. In case of
retrenchment to prevent losses or in cases of closures or cessation of
operationsofestablishmentorundertakingnotduetoseriousbusinesslosses
orfinancialreverses,theseparationpayshallbeequivalenttoone(1)month
payoratleastonehalf(1/2)monthpayforeveryyearofservice,whicheveris
higher.Afractionofatleastsix(6)monthsshallbeconsideredone(1)whole
year. (This provision is identical with that existing in 1987, except that the
provisionwasnumericallydesignatedin1987as'Article284'),"LaborCode.
[10]
See, in this connection, Wiltshire File Co., Inc. v. National Labor Relations
Commissions,etal.,193SCRA665(1991).
[11]
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On 21 December 1988, Benjamin Yu filed a complaint for illegal dismissal and

"Art. 283. Closure of establishment and reduction of personnel. The

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