ORNUM v.

LASALA

1. In 1908 Pedro Lasala, father of the respondents, andEmerenciano Ornum formed a partnership

2. Lasala as capitalist while Ornum will be the industrial partner

3. Lasala delivered the sum of P1,000 to Ornum who will conducta business at his place of residence in Romblon.

4. In 1912, when the assets of the partnership consisted ofoutstanding accounts and old stock of
merchandise,Emerenciano Ornum, following the wishes of his wife, asked forthe dissolution of the Lasala,
Emerenciano

5. Ornum looked for some one who could take his place and hesuggested the names of the petitioners who
accordinglybecame the new partners.

6. Upon joining the business, the petitioners, contributed P505.54as their capital

7. the new partnership Pedro Lasala had a capital of P1,000,appraised value of the assets of the former partnership,
plusthe said P505.54 invested by the petitioners who, as industrialpartners, were to run the business in Romblon.

8. After the death of Pedro Lasala, his children (the respondents)succeeded to all his rights and interest in the
partnership

.9. The partners never knew each other personally

.10. No formal partnership agreement was ever executed.

11. The petitioners, as managing partners, were receivedone-half of the net gains, and the other half was to be
dividedbetween them and the Lasala group in proportion to the capitalput in by each group.

12. During the course divided, but the partners were given theelection, as evidenced by the statements of accounts
referredto in the decision of the Court of Appeals, to invest theirrespective shares in such profits as additional capital.

13. The petitioners accordingly let a greater part of theirprofits as additional investment in the partnership.

14. After twenty years the business had grown to such anextent that is total value, including profits, amounted
toP44,618.67.

15. Statements of accounts were periodically prepared by thepetitioners and sent to the respondents who invariably
did notmake any objection thereto.

16. Before the last statement of accounts was made, therespondents had received P5,387.29 by way of profits.

17. The last and final statement of accounts, dated May 27,1932, and prepared by the petitioners after the
respondentshad announced their desire to dissolve the partnership,

18. Pursuant to the request contained in this letter, thepetitioners remitted and paid to the respondents the
totalamount corresponding to them under the above-quotedstatement of accounts which, however, was not signed by
thelatter.

19. Thereafter the complaint in this case was filed by therespondents, praying for an accounting and final liquidation
ofthe assets of the partnership.

20. The Court of First Instance of Manila held that the lastand final statement of accounts prepared by the petitioners
wastacitly approved and accepted by the respondents who, byvirtue of the above-quoted letter of Father Mariano
Lasala, losttheir right to a further accounting from the moment theyreceived and accepted their shares as itemized in
saidstatement
.21. This judgment was reversed by the Court of Appealsprincipally on the ground that as the final statement of
accountsremains unsigned by the respondents, the same standsdisapproved.

22. The decision appealed by the petitioners

ISSUES:(1) WoN the accounting stated in the letter including the last andfinal statement of account was tacitly
accepted by the petitioners as the final liquidation and accounting of the assets of the partnership?(2) Are there really
mistakes and misrepresentations made in the statement of accounts made?

Petitioners contention:

To support a plea of a stated account so as t oconclude the parties in relation to all dealings between them, the
accounting must be shown to have been final. (1 Cyc. 366.) All the first nine statements which the defendants sent
the plaintiffs werepartial settlements, while the last, although intended to be final, has not been signed.

HELD FOR ISSUE NO. 1: YES. SC stated that the last and final statement of accounts hereinabove quoted, had
been approved bythe respondents.

This approval resulted, by virtue of the letter of Father MarianoLasala of July 19, 1932, quoted in part in the appealed
decisionfrom the failure of the respondents to object to the statementand from their promise to sign the same as soon
as theyreceived their shares as shown in said statement.

After such shares had been paid by the petitioners andaccepted by the respondents without any reservation,
theapproval of the statement of accounts was virtually confirmedand its signing thereby became a mere formality to
be compliedwith by the respondents exclusively. Their refusal to sign, afterreceiving their shares, amounted to a
waiver to that formality infavor of the petitioners who has already performed theirobligation.

This approval precludes any right on the part of therespondents to a further liquidation, unless the latter can showthat
there was fraud, deceit, error or mistake in said approval.(Pastor ,vs .Nicasio, 6 Phil., 152; Aldecoa & Co.,vs. Warner,
Barnes & Co., 16 Phil., 423; Gonsalez vs. Harty, 32 Phil. 328.)The Court of Appeals did not make any findings that
there wasfraud, and on the matter of error or mistake it merely said

HELD FOR ISSUE NO. 2: the pronouncement that the evidencetends to prove that there were mistakes in the
petitioners' statementsof accounts, without specifying the mistakes, merely intimates assuspicion and is not such a
positive and unmistakable finding of factas to justify a revision, especially because the Court of Appeals hasrelied on
the bare allegations of the parties, Moreover, as thepetitioners did not appeal from the decision of the Court
abandonedsuch allegation in the Court of Appeals. no justifiable reason (fraud, deceit, error or mistake) has
beenpositively and unmistakably found by the Court of Appeals soas to warrant the liquidations sought by the
respondents. In justice to the petitioners. It should be borne in mind that this case has been pending fornearly nine
years and that, if another accounting is ordered, acostly action or proceeding may arise which may not bedisposed of
within a similar period, it is not improbable that theintended relief may in fact be the respondents' funeral.