Elmo Muñasque vs CA Facts: Elmo Elmo Muñasq Muñasque, ue, in behalf behalf of “Galan “Galan and Muñasque Muñasque” ” partne partnershi rship p as Contra Contracto ctor, r, entered into a written contract with Tropical Commercial Co., through its branch mana ma nage gerr Ra Ramo mon n Po Pons ns,, for for remo remode dell llin ing g of Trop Tropic ical al’s ’s buil buildi ding ng in Cebu. Cebu. The The consideration for the entire services is P25,000 to be paid: 30% upon signing of contract, and balance on 3 equal instalments of P6,000 every 15working days. First payment of check worth P7,000 P7,000 was payable payable to Muñasque, Muñasque, who indorsed indorsed it to Galan for purposes of depositing the amount and paying the materials already used. But since Galan allegedly misappropriated P6,183.37 of the check for personal use, Muñasque refused to indorse the second check worth P6,000. Galan then informed Tropical of the “misunderstanding” between him and Muñasque and this prompted Tropical to change the payee of the second check from Muñasque to “Galan and Asso Associ ciat ates es” ” (the (the duly duly regi regist ster ered ed name name of Ga Gala lan n and and Muña Muñasqu sque e part partne nersh rship ip). ). Despite Despite the misappropriati misappropriation, on, Muñasque Muñasque alone was able to finish the project. project. The two remaining checks were properly issued to Muñasque. Muñasque filed a complaint for payment of sum of money plus damages against Galan, Tropical and Pons for the amount covered by the first and second checks. Cebu Cebu Southe Southern rn Hardwa Hardware re Co and Blue Blue Diamon Diamond d Gla Glass ss Palace Palace were allowe allowed d as intervenors having legal interest claiming against Muñasue and Galan for materials used. TC: - Muñasque Muñasque and and Pons Pons joint jointly ly and and severa severally lly liab liable le to inte interve rvenor nors s - Trop Tropic ical al and and Po Pons ns abso absolv lved ed CA affirmed with modification: - Muñasque Muñasque and Pons Pons join jointly tly liable liable to interve intervenor nors s Issue: 1. W/N Muña Muñasque sque and and Galan Galan are are partne partners? rs? 2. W/N payment payment made made by Tropica Tropicall to Galan Galan was was “good payment”? payment”? 3. W/N W/N Gala alan sho should uld shou should lder er exc exclusiv usivel ely y the the am amo ounts unts paya payabl ble e to the intervenors (granting he misappropriated the amount from the two checks)? Held: yes-yes-no! 1. YES. Tropical Tropical had had every right right to presume presume the existence existence of the the partnership: partnership: a. Contr ontra act stat states es that that agree greem ment ent wa was s ent entered ered into nto by “Ga “Galan lan and and Muñasque” b. The first first check check issue in in the name of Muñasque Muñasque was indorse indorsed d to Galan Galan The relationship was made to appear as a partnership. 2. YES. YES. Muñasque Muñasque and Galan Galan were partners partners when when the debts to the interve intervenor nors s were incurred, hence, they are also liable to third persons who extended credit to their partnership.
There is a general presumption that each individual partner is an authorized agent for the firm and that he has authority to bind the firm in carrying on the partnership transactions. The presumption is sufficient to permit third persons to hold the firm liable on transactions entered into by one of the members of the firm acting apparently in its behalf and within the scope of his authority 3. NO. Article 1816 BUT construed together with Article 1824. Art. 1816. “All partners, including industrial ones, shall be liable pro rata x x x for the contracts which may be entered into the name and for the account of the partnership, under its signature and by a person authorized x x x” Art. 1824. “All partners are liable solidarily with the partnership for everything chargeable to the partnership under Articles 1822 and 1823” Art. 1822. “Where, by any wrongful act or omission of any partner acting in the ordinary course of the business x x x or with the authority of his copartners, loss or injury is caused to any person x x x” Art. 1823. “The partnership is bound to make good the loss: (1) Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it, and (2) Where the partnership in the course of its business receives money or property of a third person x x x is misapplied by any partner while it is in the custody of the partnership.” GR: In transactions entered into by the partnership, the liability of the partners is merely joint Exception: In transactions involving third persons falling under Articles 1822 and 1823, such third person may hold any partner solidarily liable for the whole obligation with the partnership. Reason for exception: the law protects him, who in good faith relied upon the authority if a partner, whether real or apparent. However, as between Muñasque and Galan, justice also dictates reimbursement in favour of Muñasque as Galan was proven to be in bad faith in his dealings with his partner.
