Atty. Lincoln T. Yabut

August 17, 1984 Atty. Lincoln T. Yabut Room 354 Wellington Bldg. Plaza Lorenzo Ruiz, Binondo Manila Sir : This refers to your letter dated March 23, 1984, inquiring whether a partnership can be dissolved at the instance of one partner without the consent of the other partner. cdlex It appears that BR Enterprises Company is a partnership, entered into between Benito Tan, alias Tan Chiao Hiong and Remedios Ngo Lim, duly recorded with this Commission on November 15, 1983. Article IV of its articles of partnership provides that the term for which the partnership is to exist is 25 years from and after November 7, 1983. However, due to an alleged misunderstanding between said partners in the management of the affairs of the company, you now inquire whether said partnership can be dissolved at the instance of your client, Benito Tan without the conformity of the other partner, Remedios Ngo Lim. In this connection, it should be noted that in many jurisdictions, causes for the dissolution of partnerships are provided for under statutes. The provision of the Civil Code of the Philippines and other legal jurisprudence on the matter provides, thus: "ARTICLE 1830. Dissolution is caused: xxx xxx xxx (2) In contravention of the agreement between the partners where the circumstances do not permit a dissolution under any other provision of this article, by the express will of any partner at any time. xxx xxx xxx "A partnership may be dissolved by the act of a partner, even though in contravention of a stipulation for a definite duration of the partnership relation." (40 Am-Jur., Sec. 241, p. 297). "Any partnership, whether under the articles of partnership it is to exist for a definite period of time or for the accomplishment of a particular purpose, or whether those articles contain any stipulation express or implied as to the time of existence, may be dissolved by the act of any partner alone in accordance with his own will and pleasure." (Am. Jur. supra , sec. 236, pp. 292-293). "The act of one ;partner in withdrawing from the firm . . . operates as a dissolution of the partnership, notwithstanding that by the articles of partnership, the partnership is to exist for a definite time." (Ibid.) Provided further that, "in case of a partnership for a definite term, a dissolution before the expiration of the stipulated time is a breach of agreement which subjects such partner to a claim for damages for breach of contract if the dissolution is not justified . . . in either case the action of one partner actually dissolves the partnership." (Ibid., citing Karrick v. Hannaman, 168 US 328, 42 L ed. 484, 18 S, Ct. 135). "This is due to the fact that a partnership is, in its essence, a contract of agency based on the assent of each of the partners, which may be retracted at any time as to future dealings although the term of the partnership may not have expired." (Ibid. citing Carpenter v. Lattieri, 72 Conn. 377. 44 A 730, 77 Am. St. Rep. 515). LexLib In the light of the foregoing citations, your query is answered in the affirmative. It is essential, however, that your client, Benito Tan, executes an affidavit of withdrawal, which must be submitted to this Commission for proper recording and forthwith furnished to the other member of the firm. Please be advised accordingly. cdlex Very truly yours, (SGD.) MANUEL G. ABELLO Chairman