Qui facit peralium facit se.

"He who acts through another acts himself"

What is Charging Order? It is a legal action subjecting the interest of the debtor partner
in the partnership w/ the payment of the unsatisfied amount of such judgment, w/ interest
thereon w/ the least interference w/ the partnership business and the rights of the other
partners. By virtue of the charging order, any amount or portion thereof w/c the partnership
would otherwise pay to the debtor-partner should instead be given to the judgment creditor.
What is the relation of the partner to other partner and to the partnership? Each
partner is a trustee and a cestui que trust at the same time to its other partners. He is a
trustee to the extent that his duties bind him, a cestui que trust as far as the duties that rest
on his co-partners. His relationship to the partnership is that, the partner is the agent of the
partnership.
Differentiate Profit from Surplus. Profits: the excess of returns over expenditure in a
transaction or series of transactions; or the net income of the partnership for a given period
of time. (During operation) Surplus: the assets of the partnership after partnership debts
and liabilities are paid and settled and the rights of the partners among themselves are
adjusted. It is the excess of assets over liabilities. If the liabilities are more than the assets,
the difference represents the extent of the loss.(during liquidation)
Can a partner assign his interest in the partnership to any of his co-partners or to
3rd person? YES, Irrespective of the consent of the other partners, in the absence of
agreement to the contrary. What is prohibited by the law is the assignment of partners right
in specific partnership property. The assignment does not divest the assignor of his status
and rights as a partner nor operate as a dissolution. The legal effect of such a conveyance is
the same as that of a partner associating another in his share or interest. Remember
delectus personarum. No-one can be compelled to be partners w/ someone else
Doctrine of Apparent Authority. Doctrine imposes, not as the result of the reality of a
contractual relationship, but rather because of the actions of the principal or an employer in
somehow misleading the public into believing that the relationship or the authority exist.
Acts of Strict Dominion. These are acts which implies both the title and possession and
appears to have complete retention of control over the thing in relation to its disposition.
Here, a special authority is needed in the name of SPA.
Acts of Administration. These are acts which are necessary to carry out the usual
administration of the business. Power of attorney is generally not needed.
Is an admission of a partner after its dissolution admissible in evidence? NO. The
admission of a partner made during the existence of the partnership are binding against the
partnership (and co-partners) when such admissions refer to a matter concerning
partnership affairs and made within the scope of his authority. After dissolution, admission
made by a partner will bind the co-partners only if connected with the winding up of
partnership affairs.
Is the admission or representation made by a person is conclusive upon him? Yes,
but not to the Partnership and 3rd person.
Dissolution. The change in the relation of the partners caused by any partner ceasing to be
associated in the carrying on of the business. It is that point in time when the partners cease
to carry on the business together. It represents the demise of a partnership.

Winding up. The process of settling the business or partnership affairs after dissolution.
Termination. That point in time when all partnership affairs are completely wound up and
finally settled. It signifies the end of the partnership life.
When certificate shall be cancelled or amended
The certificate shall be cancelled, not merely amended:
1.) When the partnership is dissolved other than by reason of the expiration of the term
of the partnership; or
2.) When all the limited partners cease to be such. A limited partnership cannot exist as
such if there are no more limited partners.
In other cases, only an amendment of the certificate is required.
(relate to 1883) What is a real-party in interest? Real-party in interest are those which
maybe be effected, benefited and damaged by the affairs of the suit. Remedy of the
principal: Damages.
Use reimbursement if the case arises from action which is civil in nature. Use indemnification
if it arises from tort or delict.
Commission agent. One whose business is to receive and sell goods for a commission and
who is entrusted by the principal with the possession of goods to be sold, and usually selling
in his own name.
Guarantee commission. It is one where, in consideration of an increased commission, the
commission agent guarantees to the principal the payment of debts arising through his
agency.

Rallos v. Felix Go Chan (MAI)

FACTS: Concepcion and Gerundia Rallos were sisters and registered co-owners of a parcel of
land known as Lot No. 5983. In 1954, they executed a special power of attorney in favor of
their brother, Simeon Rallos, authorizing him to sell for and in their behalf the
aforementioned parcel of land. On March 1955, Concepcion Rallos died. On September 1955,
Simeon Rallos sold the undivided shares of his sisters in lot 5983 to Felix Go Chan and Sons
Realty Corporation. The deed of sale was registered and the previous TCT was cancelled. On
May 1956, Ramos Rallos, as administrator of the Intestate Estate of Concepcion Rallos, filed
a complaint with the CFI of Cebu, praying (1) that the sale of the undivided share of the
deceased Concepcion Rallos be declared unenforceable, and said share be reconveyed to
her estate; (2) that the TCT issued in the name of Felix Go Chan and Sons Realty Corporation
be cancelled; and (3) that the plaintiff be indemnified by way of attorneys fees and payment
of costs of suit. The trial court rendered judgment declaring the deed of sale null and void,
insofar as the one-half pro-indiviso share of Concepcion Rallos in the property in question,
and sentencing Juan Borromeo, the administrator of the estate of Simeon Rallos, to pay Felix
Go Chan and Sons Realty Corporation the sum representing the price of one-half of the lot.
The appellate court reversed the decision and sustained the sale.
ISSUE: Whether or not the sale of the agent of the principals property after the latters
death is valid

HELD: NO. The general rule in Article 1919 of the NCC is that death is one of the causes for
the extinguishment of agency. There being an integration of the personality of the principal
into that of the agent, it is not possible for the representation to continue once the death of
either is established. There are certain exceptions, however, Article 1931 being one of them.
Under this provision, an act done by the agent after the death of the principal is
valid and effective if two conditions concur: (1) the agent acted without
knowledge of the death of the principal; and (2)that the third person who
contracted with the agent acted in good faith. But because it was established that
Simeon Rallos had knowledge of the death of his principal when he made the sale, Article
1931 will not apply. The general rule shall apply then that any act of an agent after the
death of his principal is void ab initio. Simeon Rallos act of selling the share of Concepcion
after her deathis therefore null and void.
AGENCY:
The relationship of agency is whereby one party, called the principal (mandante), authorizes
another, called the agent (mandatario), to act for and in his behalf in transactions with third
persons. The essential elements of agency are: (1) there is consent, express or implied of
the parties to establish the relationship; (2) the object is the execution of a juridical act in
relation to a third person; (3) the agents acts as a representative andnot for himself, and (4)
the agent acts within the scope of his authority. Agency is basically personal representative,
and derivative in nature. The authority of the agent to act emanates from the powers
granted to him by his principal; his act is the act of the principal if done within the scope of
the authority.

MUNICIPAL COUNCIL OF ILOILO v EVANGELISTA55 Phil 290

FACTS: On March 20, 1924, the Court of First Instance of Iloilo rendered judgment in
civil case No. 3514 thereof, wherein the appellant herein, Tan Ong Sze Vda. de Tan
Tocowas the plaintiff, and the municipality of Iloilo the defendant, and the former
sought to recover of the latter the value of a strip of land belonging to said plaintiff
taken by the defendant to widen a public street; the judgment entitled the plaintiff
to recover P42,966.40, representing the value of said strip of land, from the
defendant (Exhibit A). Onappeal to this court (G. R. No .22617)
1 .the judgment was affirmed on November 28, 1924 (Exhibit B).After the case was
remanded to the court of origin, and the judgment rendered therein had become
final and executory, Attorney Jose Evangelista, in his own behalf and as counsel for
the administratrix of Jose Ma .Arroyo's intestate estate, filed a claim in the same
case for professional services rendered by him, which the court, acting with the
consent of the appellant widow, fixed at 15per cent of the amount of the judgment.
At the hearing on said claim, the claimants appeared, as did also the Philippine
National Bank, which prayed that the amount of the judgment be turned over to it
because the land taken over had been mortgaged to it. Antero Soriano also
appeared claiming the amount of the judgment as it had been assigned to him, and
by him, in turn, assigned to Mauricio Cruz & Co., Inc. After hearing all the adverse
claims on the amount of the judgment the court ordered that the attorney's lien in

the amount of 15 per cent of the judgment, be recorded in favor of Attorney Jose
Evangelista, in his own behalf and as counsel for the administratrix of the deceased
Jose Ma .Arroyo, and directed the municipality of Iloilo to file an action of
interpleading against the adverse claimants, the Philippine National Bank, Antero
Soriano, Mauricio Cruz & Co., Jose Evangelista and Jose Arroyo, as was done, the
case being filed in the Court of First Instance of Iloilo as civil case No.7702.After due
hearing, the court rendered the decision quoted from at the beginning. On March
29, 1928, the municipal treasurer of Iloilo, with the approval of the auditor of the
provincial treasurer of Iloilo and of the Executive Bureau, paid the late Antero
Soriano the amount of P6,000 in part payment of the judgment mentioned above,
assigned to him by Tan Boon Tiong, acting as attorney-in-fact of the appellant
herein, TanOng Sze Vda. de Tan Toco. On December 18, 1928, the municipal
treasurer of Iloilo deposited with the clerk of the Court of First Instance of Iloilo the
amount of P6,000 on account of the judgment rendered in said civil case No. 3514.
In pursuance of the resolution of the court below ordering that the attorney's lien in
the amount of 15 per cent of the judgment be recorded in favor of Attorney Jose
Evangelista, in his own behalf and as counsel for the late Jose Ma. Arroyo, the said
clerk of court delivered on the same date to said Attorney Jose Evangelista the said
amount of P6,000. At the hearing of the instant case, the codefendants of Attorney
Jose Evangelista agreed not to discuss the payment made to the latter by the clerk
of the Court of First Instance of Iloilo of the amount of P6,000mentioned above in
consideration of said lawyer's waiver of the remainder of the 15 per cent of said
judgment amounting to P444.69.With these two payments of P6,000 each making a
total of P12,000, the judgment for P42,966.44 against the municipality of Iloilo was
reduced to P30,966.40, which was adjudicated by said court to Mauricio Cruz & Co.
This appeal, then, is confined to the claim of Mauricio Cruz & Co. as alleged
assignee of the rights of the late Attorney Antero Soriano by virtue of the said
judgment inpayment of professional services rendered by him to the saidwidow and
her coheirs.
ISSUE:Whether the assignment made by Tan Boon Tiong asattorney-in-fact of the
appellant Tan Ong Sze Viuda de Tan Toco, to Attorney Antero Soriano, of all the
credits, rights and nterests belonging to said appellant Tan Ong Sze Viuda de Tan
Toco entitled Viuda de Tan Toco vs. The Municipal Councilof Iloilo, adjudicating to
said widow the amount of P42,966.40, plus the costs of court, against said
municipalcouncil of Iloilo, in consideration of the professional servicesrendered by
said attorney to said widow of Tan Toco and hercoheirs.HELD:A glance at these
receipts shows that those amounts werereceived by Attorney Antero Soriano for the
firm of Soriano &Arroyo, which is borne out by the stamp on said receiptsreading,
"Befete Soriano & Arroyo," and the manner in whichsaid attorney receipted for
them, "Soriano & Arroyo,
by

A.Soriano."Therefore, the appellant's contention that the amountsof P200 and P500
evidence by said receipts should beconsidered as payments made to Attorney
Antero Soriano forprofessional services rendered by him personally to theinterests
of the widow of Tan Toco, is untenable.Besides, if at the time of the assignments to
the lateAntero Soriano his professional services to the appellantwidow of Tan Toco
had already been paid for, no reason canbe given why it was necessary to write him
money inpayment of professional services on March 14, 1928 (Exhibit5-G Tan Toco)
and December 15, of the same year (Exhibit 5-H Tan Toco) after the deed of
assignment, (Exhibit 2-Cruz)dated September 27, 1927, had been executed. In view
of the fact that the amounts involved in the cases prosecutedby Attorney Antero
Soriano as counsel for Tan Toco's widow,some of which cases have been appealed to
this court, runinto the hundreds of thousands of pesos, and consideringthat said
attorney had won several of those cases for hisclients, the sum of P10,000 to date
paid to him forprofessional services is wholly inadequate, and shows, evenif
indirectly, that the assignments of the appellant's rightsand interests made to the
late Antero Soriano anddetermined in the judgment aforementioned, was made
inconsideration of the professional services rendered by thelatter to the aforesaid
widow and her coheirs.The defendant-appellant also contends that the deedof
assignment Exhibit 2-Cruz was drawn up in contraventionof the prohibition
contained in article 1459,It does not appear that the Attorney Antero Sorianowas
counsel for the herein appellant in civil case No. 3514 of the Court of First Instance
of Iloilo, which she institutedagainst the municipality of Iloilo, Iloilo, for the recovery
of thevalue of a strip of land expropriated by said municipality forthe widening of a
certain public street. The only lawyers whoappear to have represented her in that
case were Arroyo andEvangelista, who filed a claim for their professional fees.When
the appellant's credit, right, and interests in that casewere assigned by her
attorney-in-fact Tan Boon Tiong, toAttorney Antero Soriano in payment of
professional servicesrendered by the latter to the appellant and her coheirs
inconnection with other cases, that particular case had beendecided, and the only
thing left to do was to collect the judgment. There was no relation of attorney and
client, then,between Antero Soriano and the appellant, in the case wherethat
judgment was rendered; and therefore the assignmentof her credit, right and
interests to said lawyer did not violatethe prohibition cited above.As to whether Tan
Boon Tiong as attorney-in-fact of theappellant, was empowered by his principal to
make asassignment of credits, rights and interests, in payment of debts for
professional services rendered by lawyers, inparagraph VI of the power of attorney,
Exhibit 5-Cruz, TanBoon Tiong is authorized to employ and contract for theservices
of lawyers upon such conditions as he may deemconvenient, to take charge of any
actionsnecessary or expedient for the interests of his principal, andto defend suits
brought against her. This power necessarilyimplies the authority to pay for the
professional services thusengaged. In the present case, the assignment made by
TanBoon Tiong, as Attorney-in-fact for the appellant, in favor of Attorney Antero
Soriano for professional services rendered inother cases in the interests of the
appellant and her coheirs,was that credit which she had against the municipality of

Iloilo, and such assignment was equivalent to the payment of the amount of said
credit to Antero Soriano for professionalservices.With regard to the failure of the
other attorney-in-factof the appellant, Tan Montano, authorized by Exhibit 1 Tan
Toco, to consent to the deed of assignment, the latter beingalso authorized to pay,
in the name and behalf of theprincipal, all her debts and the liens and
encumbrances herproperty, the very fact that different letters of attorney weregiven
to each of these two representatives shows that it wasnot the principal's intention
that they should act jointly inorder to make their acts valid. Furthermore, the
appellantwas aware of that assignment and she not only did notrepudiate it, but she
continued employing Attorney AnteroSoriano to represent her in court.For the
foregoing considerations, the court is of opinionand so holds: (1) That an agent of
attorney-in -factempowered to pay the debts of the principal, and to employlawyers
to defend the latter's interests, is impliedlyempowered to pay the lawyer's fees for
services rendered inthe interests of said principal, and may satisfy them by
anassignment of a judgment rendered in favor of said principal;(2) that when a
person appoints two attorneys-in-factindependently, the consent of the one will not
be required tovalidate the acts of the other unless that appears positivelyto have
been the principal's attention; and (3) that theassignment of the amount of a
judgment made by a personto his attorney, who has not taken any part in the
casewherein said judgment was rendered, made in payment of professional services
in other cases, does not contravene theprohibition of article 1459, case 5, of the
Civil Code.By virtue whereof, and finding no error in the judgmentappealed from,
the same is affirmed in its entirety, with costsagainst the appellant. So ordered.