Partnership by Estoppel

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G.R. No. L-11840
December 10, 1963
ANTONIO C. GOQUIOLAY, ET AL., plaintiffs-appellants,
WASHINGTON Z. SYCIP, ET AL., defendants-appellees.


On May 29, 1940, Tan Sin An and Antonio C. Goquiolay formed a commercial partnership in Davao, having capital contribution of 40% and 60%, respectively. The business of the partnership is to engage in the buying, resale and lease of real estates for subdivision. Among the conditions agreed upon in the partnership agreement that are material in this case are: (1) Tan Sin An would be the exclusive managing partner and (2) in the event of the death of any partner, the partnership would continue, the deceased to be represented by his heirs. On May 31, 1940, Goquiolay executed a general power of attorney in favor of Tan Sin An appointing the latter manager of the partnership and conferring upon him the usual powers of management. The partnership acquired three parcels of land known as Lots Nos. 526, 441 and 521, the only assets of the partnership, financing the balance of the purchase price with a mortgage in favor of "La Urbana Sociedad Mutua de Construccion Prestamos" in the amount of P25,000.00, payable in ten years. On the same date, Tan Sin An, in his individual capacity, acquired 46 parcels of land executing a mortgage thereon in favor of the same company for the sum of P35,000.00. On September 25, 1940, these two mortgage obligations were consolidated and transferred to the Banco Hipotecario de Filipinas and as a result Tan Sin An, in his individual capacity, and the partnership bound themselves to pay jointly and severally the total amount of P52,282.80, with 8% annual interest thereon within a period of eight years mortgaging in favor of said entity the 3 parcels of land belonging to the partnership and the 46 parcels of land belonging individually to Tan Sin An. Tan Sin An died on June 26, 1942 and was survived by his widow, defendant Kong Chai Pin, and four children, all of whom are...
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