Goquiolay vs.

Sycip

Facts:

Antonio Goquiolay (Antonio) and Tan Sin An (Tan) entered into a partnership wherein Tan was the
managing partner and Antonio was the co-partner. The managing partner managed the partnership
exclusively while the co-partner did not have any voice or participation but may examine the
partnership accounts once every six months.

It was also indicated that in case of death of either partner, the partnership will continue and the
deceased partner will be represented by his heirs or assigns. When Tan died, his widow Kong Chai Pin
(Kong) was appointed the administratrix of his estate. Kong sold the 49 lots mortgaged by the
partnership to Sycip and Lee.

Learning about this, Antonio filed a petition in the intestate proceedings to set aside the order of the
probate court in approving the sale in so far as his interest over the lots was concerned. The probate
court annulled the sale with respect to the 60% interest of Antonio,

However, when Kong appealed said decision, it was certified to the SC which in turn set aside the orders
of the probate court for failure to include indispensable parties. New pleadings were filed but was
denied by the lower court, hence Antonio appealed to the SC.

Issue:

Whether or not the partnership is bound by the action of KONG.

Held:

Yes.

ITC, while Kong did not automatically replace Tan as the managing general partner in the partnership,
her affirmative actions manifested her intent to be bound as a general partner, and more importantly,
by allowing Kong to retain control of the firm’s property from 1942 to 1949, Antonio estopped himself
to deny her legal representation of the partnership, with the power to bind it.

Further, the consent of the other partners were not needed to perfect the sale since strangers dealing
with a partnership have the right to assume that every general partner has power to bind the
partnership.