Atty. Demosthenes B. Gadioma

July 4, 1984 Atty. Demosthenes B. Gadioma 2nd Flr., Dominion Building 103 Pasay Road, Legaspi Village Makati, Metro Manila Sir : This refers to your letter dated March 22, 1984 reiterating your petition filed with the Supreme Court requesting for permission to continue using the partnership name of the dissolved "Gadioma and Colon, Lawyers" in your individual practice for a period of not over five years from March 15, 1983. Quoted hereunder are the pertinent provisions of the Civil Code of the Philippines on dissolved partnerships: "ARTICLE 1829. * On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed ." "ARTICLE 1832. Except as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished , dissolution terminates all authority of any partner to act for the partnership:" xxx xxx xxx "ARTICLE 1834. After dissolution, a partner can bind the partnership , except as provided in the third paragraph of this Article: (1) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution ." xxx xxx xxx (emphasis supplied) On the basis of the foregoing provisions, petitioner can transact business using the name of the dissolved partnership for purposes of winding up of business or partnership affairs or completing transactions begun but not then finished at dissolution . When the firm transact business other than the above-mentioned activities using the name of the dissolved partnership but with the consent of the withdrawing partner , Article 1815 of the Civil Code shall apply, quoted hereunder: "ARTICLE 1815. Every partnership shall operate under a firm name, which may or may not include the name of one or more of the partners. Those who, not being members of the partnership, include their names in the firm name shall be subject to the liability of a partner ." (emphasis supplied) A withdrawing partner, therefore, may consent to have his name retained in the firm name despite the dissolution of the partnership. However, he shall be liable to third parties as a partner. Thus, subject to the foregoing provisions of law, your request is hereby granted. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner