Hon. Juanito C. Fernandez

September 3, 1982 Hon. Juanito C. Fernandez Director of Mines and Geo-Sciences Manila, Philippines Sir : This refers to your letter dated April 26, 1982, requesting for opinions on the following queries posed therein: 1. Can the remaining partners of a dissolved partnership "Poe Mining Association", including the legal heirs of the deceased partners declare themselves as co-owners of the remaining claims held by the partnership pro-indiviso? There is no law which prohibits the foregoing agreement. However, co-ownership of undivided property is not a juridical person, that is, it has no juridical personality. (Paras, Civil C od e of the Philippines, Volume II, citing Smith v. Lopez, G.R. No. 1472, September 30, 1905, 5 Phil. 78) 2. Has the partnership lost its juridical personality in such a way that they can no longer sue or be sued? Article 1829 of the Civil Code of the Philippines provides: "On dissolution, the partnership is not terminated, but continues until the winding up of partnership affairs is completed ." Complimenting this is Article 1832 which provides in part: " Except so for as may be necessary to wind up partnership affairs , or to complete transactions begun but not then finished, dissolution terminates all authority of the partner to act for the partnership: . . . " Corollary thereto, it is clear that the dissolved partnership is not terminated for purposes of winding up the partnership affairs. "Dissolution" as used in the Civil Code means the point in time when all the partners cease to carry on the business together. On the other hand "Termination" is the point after all the partnership affairs have been wound up. (Com. Note to Section 29, Uniform Partnership Act) Thus, dissolution should not be understood to include the winding up and the termination of the partnership affairs. The dissolved partnership, therefore, can still sue or be sued if the suit has something to do with the settlement of the partnership affairs. 3. What should be the status of the mining claims owned/held by the dissolved partnership and the corresponding Mining Lease Contracts granted by the government? Can said mining claims still be subject of a valid transfer in favor of the heirs or other qualified persons? When a partnership is dissolved, this does not necessarily mean that the contracts and the obligations previously entered into, whether the firm is the creditor or the debtor, automatically cease. (Paras, Civil C od e of the Philippines, Vol. V citing Testate Estate of Mota, et al vs. Serra, G.R. No. 22825, February 14, 1925, 47 Phils 464). Otherwise, the result would be unfair. Thus, the mining claims held by the dissolved partnership and the corresponding Mining Lease Contracts granted by the government which have not yet expired, remain valid and existing, and may be subject of a valid assignment in favor of the heirs or other qualified persons. We trust that the foregoing sufficiently answer your aforesaid queries. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman