In The Matter of The Pajanel Mineral Company vs. Nicanor Pajanel, et al.

[SEC-SICD * CASE NO. 2454. June 5, 1991.] IN THE MATTER OF THE PAJANEL MINERAL COMPANY, ALFONSO GO , petitioners , vs . NICANOR PAJANEL, ET AL. , respondents . D E C I S I O N This is a petition filed by Alfonso Go against Nicanor Pajanel, Teresita Pajanel, Liwanag Pajanel, David Pajanel, Lucita Pajanel and Felipe Gabriel, which prayed for: (a) the appointment of a receiver for the Pajanel Mineral Company; (b) respondents to render a complete and detailed accounting of the company's business properly and funds and the total produce/profits thereof, from 1974 up to the present time; and (c) to deliver and/or pay petitioner his total share pertaining to and due him in accordance with the accounting duly approved by this Honorable Commission plus legal interest thereon until fully paid, and to pay petitioner reasonable damages as may be proven during the hearing of this case and attorney's fees plus costs. llcd Petitioner, in his petition, alleges, inter alia; that he is one of the partners of the Pajanel Mineral Company; that on May 4, 1974, he acquired from Liwanag Pajanel, Loreto Abella, Gaudencio Abuda and Carolina Tiongco Gabriel their partnership interest in the company for P7,500.00, P5,000.00, P5,000.00, and P5,000.00, respectively, or totaling P22,500.00 under the corresponding deeds of assignments; that on June 4, 1974, the company's Articles of Partnership was amended accordingly, with respondents Liwanag Pajanel, David Pajanel, Lucita Pajanel and Felipe Gabriel and petitioner Alfonso Go, as partners and registered with this Honorable Commission; that aside from the amount of P22,500.00, petitioner made several contributions/advances for the company through Liwanag Pajanel in cash and by checks, totaling approximately P180,000.00; that despite petitioner's demands, Liwanag Pajanel, company's managing partner, failed and refused to render an accounting of partnership affairs and/or funds; that on September 1978, from the records of this Honorable Commission, petitioner discovered that without his knowledge and consent, he was made to appear as having sold, assigned and transferred all his partnership interest in said company to Nicanor Pajanel for P22,500.00 under a purported deed of assignment dated January 28, 1978, which was filed with this Honorable Commission; that as a result thereof, the company's Articles of Partnership was amended with Liwanag Pajanel, David Pajanel, Lucita Pajanel, Felipe Gabriel and Nicanor Pajanel appearing as partners. On November 4, 1978, respondents executed a document denominated Dissolution of Partnership of Pajanel Mineral Company and filed the same with this Honorable Commission; on January 18, 1979, Nicanor Pajanel and Teresita Pajanel Executed a document denominated Articles of Partnership of Pajanel Mineral Company and filed the same with this Honorable Commission with said spouses only as partners; that the execution of these documents and the filing thereof with this Commission were also without petitioner's knowledge and consent; that in view thereof, petitioner filed criminal charges against Nicanor Pajanel and Liwanag Pajanel, now Criminal Case Nos. Q-149-34 of the Regional Trial Court of Quezon City, for falsification of private documents and 40472 of the Regional Trial Court of Pasig, Metro Manila, for falsification of private documents; that petitioner never assigned his interest of shares in the company to Nicanor Pajanel, and he never signed nor had anything to do with the execution of the deed of assignment of January 28, 1978; that his signature on said document was falsified or forged, as confirmed by the questioned document report of the National Bureau of Investigation; that petitioner also had no knowledge or participation in the dissolution of the partnership or the execution of the Articles of Partnership; that respondents Nicanor Pajanel and Teresita Pajanel did not acquire any legitimate or lawful right, interest or participation in the company whether under the deed of assignment of the Amended Articles of Partnership for being false, fraudulent/and or unauthorized; that respondents failed and refused to render an accounting of the company's affairs and funds despite petitioner's demands and the above acts committed and/or employed by the respondents without the knowledge and consent of petitioner as one of the registered partners of the Pajanel Mineral Company are not only fraudulent but detrimental and prejudicial to the interest of petitioner and the company to justify and entitle petitioner to the reliefs sought in this case. Respondents, except Felipe Gabriel, in their answer denied the material allegations in the petition, and averred among other things, that the alleged acquisition by petitioner of the partnership interest of Liwanag Pajanel from the partnership firm Pajanel Mineral Company is not supported by any document, deed or instrument; that respondent Nicanor Pajanel was not aware at the time of the execution of the Deed of Assignment that the same was supposedly without petitioner's knowledge and consent; that the dissolution of the partnership firm "Pajanel Mineral Company" was duly approved by this Commission on January 15, 1979; that the criminal cases referred to by petitioner against subject respondents were already dismissed; that the alleged report of the National Bureau of Investigation on the alleged questioned documentthe Deed of Assignment between petitioner and respondent Nicanor Pajanel, is not under existing jurisprudence, necessary and conclusive, which in any event, respondent Nicanor Pajanel acted in good faith in the execution of the said document; that petitioner who was no longer a partner in the partnership firm "Pajanel Mineral Company", his knowledge or participation in the dissolution of said firm, was not necessary and not required by law; that the partnership firm "Pajanel Mineral Company" organized by the herein respondents is one that is entirely and wholly independent and separate from the old partnership firm Pajanel Mineral Company (to operate but failed;) that it ceased operations even before its official dissolution by this Honorable Commission on January 15, 1979; that petitioner, has no more pecuniary interest in the first "Pajanel Mineral Company", he having sold, and assigned his interest and rights thereto to respondent Nicanor Pajanel, pursuant to a valid instrument executed in due form of law; that the first "Pajanel" has never made profits as being claimed by petitioner; that the dissolution of the first "Pajanel" was duly and officially approved by this Honorable Commission with all the legal requirements complied with, including the issuance of a tax clearance certificate by the Bureau of Internal Revenue, for which such dissolution deserves respect and credence by all concerned; that respondents Nicanor Pajanel and Liwanag Pajanel were acquitted in Criminal Case Nos. Q-14934 and 40472 by the Regional Courts of Quezon City, and Pasig, Metro Manila, for the crimes of falsification of public documents and falsification of private documents. The primordial issue to be resolved in this case, is whether or not respondents are required to render a complete and detailed accounting of the company's business, property and fund, and the total produce/profits thereof from 1974 up to the present, and to deliver and/or pay petitioner his total share/interest in the company. After considering the evidence, both testimonial and documentary, presented by the parties, the following undisputed facts are as follows: On May 4, 1974, petitioner Alfonso Go acquired his interest in Pajanel Mineral Company, a partnership primarily engaged in the acquisition of mining claims, from partners Liwanag Pajanel, Loreto Pajanel, Gaudencio Abuda and Carolina Tiangco Gabriel, totaling P22,500.00 (Exhs. "A", "B', "C", "D"). On May 31, 1974, the company's Articles of Partnership was amended accordingly, with Liwanag Pajanel, David Pajanel, Lucita Pajanel and Felipe Gabriel with petitioner Alfonso Go as partners thereof, (Exh. "E"). On January 28, 1978, the company's Articles of Partnership was again amended with Liwanag Pajanel, David Pajanel, Lucita Pajanel, Felipe Gabriel and Nicanor Pajanel as partners. On November 4, 1978, respondents executed a Dissolution of Partnership of Pajanel Mineral Company dissolving the said partnership. On January 8, 1979, new Articles of Partnership of Pajanel Mineral Company was registered with the Commission, with Nicanor V. Pajanel and Teresita T. Pajanel, as partners, with a capitalization of P889,860.00 (Exh. "J"). Petitioner Go's contention that the Deed of Assignment dated January 28, 1978, allegedly transferring all his interest in Pajanel Mineral Company to Nicanor Pajanel and the subsequent dissolution of the partnership on November 4, 1978, by the remaining partners, has produced no legal effect, is not tenable. Firstly, the affidavit of Liwanag Pajanel forging or falsifying the signature of Alfonso Go in the Deed of Assignment was without knowledge of Nicanor Pajanel who delivered in good faith to Liwanag Pajanel the amount of P22,500.00 as consideration of such transfer of interest. Secondly, the dissolution of the partnership on November 4, 1978, by the remaining partners, appears to be in good faith except partner Liwanag Pajanel who, likewise, appears to be the only one who had knowledge of the forgery and/or falsification. Thirdly, the filing by petitioner Go of criminal charges against Nicanor Pajanel and Liwanag Pajanel, were dismissed thereby sustaining the view of presumption of regularity in the execution of the Deed of Assignment and subsequent dissolution of the partnership. So that, it would appear, that the registration of the New Articles of Partnership of Pajanel Mineral Company on January 22, 1979 by partners Nicanor Pajanel and Teresita T. Pajanel after the dissolution of the old Pajanel Mineral Company on November 4, 1978, was proper and in order. Said partnership is, therefore, considered distinct and separate from the old Pajanel partnership. While it may be true that petitioner Go may have all the rights to demand for an accounting of funds insofar as the old Pajanel Mineral Company is concerned, such right has already become moot and academic, considering that the old partnership has already been dissolved and that there will be no more funds and/or assets to speak of. Such right of accounting cannot, however, extend to the new Pajanel Mineral Company because it does not appear that the said company is an extension of the old company. WHEREFORE, premises considered, the above-entitled case should be, as it is hereby DISMISSED. No pronouncement as to costs. SO ORDERED. (SGD.) JUANITO B. ALMOSA, JR. Hearing Officer