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Ortega V Court of Appeals, G.R. No. 109248, July 3, 1995

1) Ortega withdrew from the law firm partnership of Bito, Misa, and Lozada. 2) The SEC ruled that the partnership was one at will and that the withdrawal of Misa dissolved the partnership, as any partner can withdraw at any time from a partnership at will. 3) The Court affirmed both that the partnership agreement established it as a partnership at will and that Misa's withdrawal, regardless of good or bad faith, dissolved the partnership according to the rules for partnerships at will.

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361 views1 page

Ortega V Court of Appeals, G.R. No. 109248, July 3, 1995

1) Ortega withdrew from the law firm partnership of Bito, Misa, and Lozada. 2) The SEC ruled that the partnership was one at will and that the withdrawal of Misa dissolved the partnership, as any partner can withdraw at any time from a partnership at will. 3) The Court affirmed both that the partnership agreement established it as a partnership at will and that Misa's withdrawal, regardless of good or bad faith, dissolved the partnership according to the rules for partnerships at will.

Uploaded by

Lyle Bucol
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Ortega v Court of Appeals, G.R. No.

109248, July 3, 1995


Vitug, J.

Facts:
Ortega, then a senior partner in the law firm Bito, Misa, and Lozada withdrew in said firm.
He filed with SEC a petition for dissolution and liquidation of partnership.
SEC en banc ruled that withdrawal of Misa from the firm had dissolved the partnership. Reason:
since it is partnership at will, the law firm could be dissolved by any partner at any time, such as
by withdrawal therefrom, regardless of good faith or bad faith, since no partner can be forced to
continue in the partnership against his will.
Issue:
1. WON the partnership of Bito, Misa & Lozada (now Bito, Lozada, Ortega & Castillo) is a
partnership at will;
2. WON the withdrawal of Misa dissolved the partnership regardless of his good or bad faith;
Held:
1. Yes. The partnership agreement of the firm provides that ”[t]he partnership shall continue so
long as mutually satisfactory and upon the death or legal incapacity of one of the partners, shall
be continued by the surviving partners.”
2. Yes. The birth and life of a partnership at will is predicated on the mutual desire and consent
of the partners. The right to choose with whom a person wishes to associate himself is the very
foundation and essence of that partnership. Its continued existence is, in turn, dependent on the
constancy of that mutual resolve, along with each partner's capability to give it, and the absence
of a cause for dissolution provided by the law itself. Verily, any one of the partners may, at his
sole pleasure, dictate a dissolution of the partnership at will. He must, however, act in good faith,
not that the attendance of bad faith can prevent the dissolution of the partnership but that it can
result in a liability for damages.

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