Ornum V. Lasala
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ORNUM v. LASALA
1. In 1908 1908 Pedro edro Lasa Lasala la,, fath father er of the the resp respon onde dent nts, s, andEmerenciano andEmerenciano Ornum formed a partnership 2. Lasala as capitalist while Ornum will be the industrial partner . Lasal Lasala a deli!e deli!ered red the sum of P1, P1,000 000 to Ornum Ornum who will conducta business at his place of residence in "omblon. #. In 1912, 1912, when when the the asset assets s of the partn partners ership hip consis consiste ted d ofoutstandin$ accounts and old stoc% of merchandise,Emerenciano merchandise,Emerenciano Ornum, followin$ the wishes of his wife, as%ed forthe dissolution of the Lasala, Emerenciano &. Ornum loo%ed for some one who could ta%e his place and hesu$$ested the names of the petitioners who accordin$l'became the new partners. (. )pon )pon *oinin *oinin$ $ the the busine business, ss, the the petit petition ioners ers,, contri contribut buted ed P&0&.as their capital +. the the new new part partne ners rshi hip p Pedro dro Lasa Lasala la had had a capi capita tall of P1,000,appraised !alue of the assets of the former partnership, plusth plusthe e said said P&0&.& P&0&. # in!es in!ested ted b' the the petit petition ioners ers who, who, as industrialpartners, industrialpartners, were to run the business in "omblon. 8. fte fterr the the deat death h of Pedro edro Lasa Lasala la,, his his chil childr dre en -the -the responden respondentss tssucce ucceeded eded to all his ri$hts ri$hts and interest interest in the partnership .9. /he partners ne!er %new each other personall' .10. o formal partnership a$reement was e!er eecuted. 11. /he petitioners, as mana$in$ partners, were recei!edone half half of the the net $ain $ains, s, and and the oth other half was to be di!idedbetween them and the Lasala $roup in proportion to the capitalput in b' each $roup. 12. 3urin$ the course course di!ided, di!ided, but the partners partners were $i!en theele theelecti ction, on, as e!iden e!idenced ced b' the stat stateme ement nts s of acc accoun ounts ts referredto in the decision of the 4ourt of ppeals, to in!est theirrespecti!e theirrespecti!e shares in such profits as additional capital. 1. /he petitioners accordin$l' let a $reater part of theirprofits as additional in!estment in the partnership. 1#. fter twent' 'ears the business had $rown to such anetent that is total !alue, includin$ profits, amounted toP##,(18.(+. 1&. 5tate 5tateme ments nts of acc accoun ounts ts were were period periodica icall' ll' prepar prepared ed b' thepetitioners and sent to the respondents who in!ariabl' did notma%e an' ob*ection thereto. 1(. 1(. 6efo 6efore re the the last last stat statem emen entt of acco accoun unts ts was was made made,, therespondents therespondents had recei!ed P&,8+.29 b' wa' of profits. 1+. /he /he last last and final state stateme ment nt of acc accoun ounts, ts, dated dated 7a' 2+,1 2+,19 92, 2, and prep prepar ared ed b' the the peti petiti tion oner ers s afte afterr the the resp respon onde dent ntsh shad ad anno announ unce ced d thei theirr desi desire re to diss dissol! ol!e e the the partnership, 18. 18. Purs Pursua uant nt to the the reu reues estt cont contai aine ned d in this this let letter ter, thepe thepetit tition ioners ers remit remitted ted and paid paid to the the respon responde dent nts s the tota totala lamo moun untt corr corres espo pond ndin in$ $ to them them unde underr the the abo! abo!e e uotedstatement of accounts which, howe!er, was not si$ned b' thelatter. 19. 19. /her /herea eaft fter er the the comp compla lain intt in this this case case was was file filed d b' therespondents, pra'in$ for an accountin$ and final liuidation ofthe assets of the partnership. 20. /he 4ourt of irst Instance of 7anila held that the lastand fina finall stat statem emen entt of acco accoun unts ts prep prepar ared ed b' the the peti petiti tion oner ers s wastacitl wastacitl' ' appro!ed appro!ed and accepted accepted b' the responden respondents ts who, b'!irtue of the abo!euoted letter of ather 7ariano Lasala, lost lostth thei eirr ri$h ri$htt to a furt furthe herr acco accoun unti tin$ n$ from from the the mome moment nt the' the're rece cei! i!ed ed and and acce accept pted ed thei theirr shar shares es as item itemi: i:ed ed in saidstatement
.21. /his *ud$ment was re!ersed b' the 4ourt of ppealsprincipall' on the $round that as the final statement of accoun acc ountsr tsrem emain ains s unsi$n unsi$ned ed b' the respon responden dents, ts, the same same standsdisappro!ed. 22. /he decision appealed b' the petitioners I55)E5;-1 contention; /o support a plea of a stated account so as t oconclude the parties in relation to all dealin$s between them, the accountin$ must be shown to ha!e been final. -1 4'c. ((. ll the first nine nine state stateme ments nts which which the the defen defenda dants nts sent sent the the plaint plaintiff iffs s werepartial settlements, while the last, althou$h intended to be final, has not been si$ned. ?EL3 O" I55)E O. 1; @E5. 54 stated that the last and final statement of accounts hereinabo!e uoted, had been appro!ed b'the respondents. /his /his appr appro! o!al al resu result lted ed,, b' !irt !irtue ue of the the lett letter er of ath ather er 7arianoLasala of Aul' 19, 192, uoted in part in the appealed decisionf decisionfrom rom the failure failure of the responden respondents ts to ob*ect to the statementand from their promise to si$n the same as soon as the'recei!ed their shares as shown in said statement. fter such shares had been paid b' the petitioners andaccepted andaccepted b' the respondents without an' reser!ation, theappro!al of the statemen statementt of acco accounts unts was !irtuall' !irtuall' confirme confirmedand dand its si$nin$ si$nin$ thereb' became a mere formalit' to be compliedwith b' the responde respondents nts eclusi!e eclusi!el'. l'. /heir refusal refusal to si$n, afterrece afterrecei!in$ i!in$ their shares, amounted to a wai!er to that formalit' infa!or of the petitioners who has alread' performed theirobli$ation. /his appro!al precludes an' ri$ht o n the part of therespondents to a further liuidation, unless the latter can showthat there was fraud, fraud, deceit, deceit, error or mista%e mista%e in said appro!a appro!al.-P l.-Pasto astorr ,!s .icasio, ( Phil., 1&2B ldecoa C 4o.,!s.