Horst Selig Int'l. Placement

April 25, 1983 Horst Selig Int'l. Placement and Trading (Phil.) Ltd. Suite I-A Park View Apts., 1280 General Luna St. Ermita, Manila Gentlemen: This has reference to your letter dated April 12, 1983, requesting opinion or information as to whether or not Horst Selig International Placement and Trading (Phil.) Ltd. has been dissolved or merely amended its articles of partnership to give effect to the Deed of Assignment executed by Thomas Velasquez on November 5, 1981 in favor of his partner Horst Selig, and whether or not there are any legal remedies available to prevent the dissolution thereof. It appears from the records on file with this Commission that the original partnership of the said company was entered into by and between Thomas Velasquez and Horst Selig on May 19, 1981 and duly registered by this Commission on May 22 of the same year. Pursuant to a Deed of Assignment dated November 5, 1981 executed by Thomas Velasquez, Horst Selig became the sole owner of the company, the former having withdrawn and assigned his entire interest and participation to the latter. Subsequently, thereafter, or on December 4, 1981, Mr. Selig assigned the same interest or participation of Mr. Velasquez to Bienvenido Mendoza and, on the same date, a partnership agreement was entered into between the former and the latter. From the foregoing facts, it appears that the original partnership between Horst Selig and Thomas Velasquez was dissolved on the same date that the deed of assignment was executed or when the latter transferred all his rights and participation to the former. At that point of time, there could be no valid partnership because partnership refers to two or more persons carrying on the business together. Article 1828 of the Civil Code thus provides: "The dissolution of a partnership is the change in the relation of partner caused by any partner ceasing to be associated in the carrying on . . . of the business." Dissolution, therefore, designates "the point in time when the partners cease to carry on the business together." (IV Padilla, Civil C od e p. 135) and thus, "the sale by a partner of his interest in partnership property constitutes cause for the dissolution of the partnership." (68 CJS p. 842 citing Kist v. Coughlin). In the case of Horst Selig Int'l. Placement and Trading (Phil.) Ltd., the company was dissolved when the deed of assignment was executed by Mr. Velasquez considering that only one partner/party survived the company, that is, Mr. Horst Selig. A new partnership was therefore created when, on December 4, 1981, Mr. Selig and Mr. Mendoza executed a partnership agreement using the same firm name. In view of the said dissolution, the original partnership therefore ceased to exist and the query as to whether or not there are any legal remedies to prevent the dissolution is now moot and academic. Please be advised accordingly. Very truly yours, (SGD.) JESUS J. VALDES Associate Commissioner