Aguila Jr. vs.

Court of Appeals
G. R. 127347
November 29, 1999

Facts:

Petitioner Aguilar Jr., is the manager of A.C. Aguila & Sons, Co., a partnership engaged in lending
activities while private respondent Felicidad Abrogar and her late husband, Ruben M. Abrogar, were the
registered owners of a house and lot bought by the partnership, in Marikina, Metro Manila. The spouses
and A.C. Aguila & Sons, Co., represented by Aguila, entered into a Memorandum of Agreement, which
provided that Felicidad has the right to repurchase said lot from Aguila within 90 days. Felicidad also
executed an SPA authorizing Aguila to cause the cancellation of the earlier TCT and issuance of new
certificate in the name of A.C. Aguila & Sons, Co., in the event she failed to redeem the subject property
as provided in the MOA. Felicidad failed to redeem the property within the 90-day period. Hence,
pursuant to the SPA mentioned above, Aguila Jr., caused the cancellation of old TCT and the issuance of a
new certificate of title in the name of A.C. Aguila and Sons, Co. Felicidad then received a letter from A.C.
Aguila & Sons, Co., demanding she vacate the premises but the former refused to vacate and filed case
against Aguila Jr. alleging that her husband’s signature was forged. Aguila Jr.’s contentions was that he is
not the real party in interest but A.C. Aguila & Co., against which this case should have been brought.

Issue:
Whether or not Aguila Jr. is the real party in interest

Ruling:
No, Aguila Jr. is the real party in interest.

Under Art. 1768 of the Civil Code, a partnership has a juridical personality separate and distinct
from that of each of the partners. The partners cannot be held liable for the obligations of the partnership
unless it is shown that the legal fiction of a different juridical personality is being used for fraudulent,
unfair, or illegal purposes.
In this case, Felicidad has not shown that A.C. Aguila & Sons, Co., as a separate juridical entity, is
being used for fraudulent, unfair, or illegal purposes. Moreover, the title to the subject property is in the
name of A.C. Aguila & Sons, Co. and the Memorandum of Agreement was executed between Felicidad,
with the consent of her late husband, and A. C. Aguila & Sons, Co., represented by Aguila Jr. Hence, it is
the partnership, not its officers or agents, which should be impleaded in any litigation involving property
registered in its name.