LUIS MA. ROBLES, PLAINTIFF AND APPELLEE, VS. PARDO Y ROBLES HERMANOS, ANTONIA CECILIO VIUDA DE PARDO, MANUEL PARDO, ANTONIA L. PARDO, AND CONCEPCION ROBLES DE COSTOSA, THIS LATT…

Plaintiff for many years was a partner of the
commercial firm of Pardo y Robles Hermanos. In the articles of
co-partnership was a provision that when one of the partners desired to
withdraw from the partnership and the remaining partners desired to
continue the partnership, the withdrawing partner must give notice in
writing, and the firm would have three years in which to pay his share
or interest therein.

In compliance with this provision, on October 1, 1927, the herein
plaintiff-appellee gave notice to the partnership, as well as to all
the individual members thereof, of his desire to separate therefrom.

On January 28, 1930, plaintiff’s share or interest in the firm was
liquidated and found to be P80,000 and the method of payment was agreed
upon as set forth in Exhibit B. Later, the form of payment was changed
as shown by Exhibit E. Payments not having been made, this suit was
duly brought, and after trial, judgment was given for plaintiff, and
defendants bring this appeal.

It is claimed that the settlement of January 28, 1930, was not a
final settlement but was contingent upon securing a loan. This is based
upon the fact that the managing partner was authorized at the same
meeting where the share of plaintiff was determined, to negotiate a
loan if possible: But the value of plaintiff’s interest in the
partnership was not contingent upon whether the loan was secured or
not. The securing of the loan might have made it easier for the
partnership to liquidate the share of the retiring partner, but his
rights as of that date were not contingent upon the future action of
the partnership. Nor would he have to wait three years after the
settlement then made before he was entitled to payment, which would
mean an amendment to the articles of incorporation that a partner could
not enforce liquidation of his account for six years. His right of
action accrued as provided for in the contract. Nor is Exhibit E
invalid because one of the defendants signed it “Salvo mi opinion”. Nor
would such a statement relieve the signer from his responsibility,
which had become fixed on January 28, 1930.

It is also contended on the part of defendants that plaintiff was
not entitled to recover until all the debts and obligations of the
partnership had been paid off. The remaining partners have little right
to advance such a contention. If there was a withdrawal with the intent
to defraud any existing creditors, another question would be presented,
but no such allegation is here made. Certainly, a withdrawing partner
is not liable for debts and obligations of the partnership after he has
ceased to be a member of the partnership and has only the position of a
creditor.

Certain of the defendants claim that the proceedings must be set
aside as Manuel Pardo, now deceased, represented not only himself and
the company of which he was general manager, but other defendants. It
now appears that Manuel Pardo was authorized to practice in Spain but
had never been admitted to practice in this country. Of course he had a
right to represent himself and probably his right to represent the
partnership while he was managing director would not be questioned.

As to the other defendants who at this late date are questioning
his right to represent them in court, it must be noted that they were
all duly served, that their interests were identical, that they were
related one to the other and virtually lived together, and it is
inconceivable that Manuel Pardo represented them without their
knowledge and consent. If he did not, they were in such flagrant
default that they have no right to complain of the proceedings. Had the
facts been known, plaintiff or the court could have objected to Manuel
Pardo’s representing the other defendants, although it is very probable
under the circumstances of the entire case that the court upon motion
might have approved of his appearance in this one proceeding as an act
of professional courtesy to a member of the bar of a friendly country.

The present contention of some of the defendants that they at all
times had a right to have served on them individually a copy of all
motions and decisions of the trial court, is entirely without
foundation. They received summons and they had a right to appear in
court if they saw fit. They did appear in court in a possibly irregular
way, but they cannot take advantage of their own action to defeat or
thwart the legal rights of plaintiff-appellee.

The judgment appealed from is therefore affirmed with costs against appellants. So ordered.

Malcolm, Villa-Real, Imperial, and Goddard, JJ., concur.