Petitioner filed with this Commission’s Securities Investigation and Clearing Department (SICD) a petition for dissolution and liquidation of partnership. The hearing officer rendered a decision ruling that petitioner’s withdrawal from the law firm Bito, Misa & Lozada did not dissolve the said law partnership. On appeal, the SEC en banc received the decision of the Hearing Officer and held that the withdrawal of Atty. Misa had dissolved the partnership. To Commission ruled that, being a partnership at will, the law firm could be dissolved by any partner at any time, such as by his withdrawal therefrom, regardless of good faith or bad faith, since no partner can be forced to continue in the partnership against his will. On appeal, the CA affirmed in toto the SEC decision and order appealed from.
Whether or not the CA has erred in holding that the partnership is a partnership at will.
NO. The CA did not err in holding that the partnership is a partnership at will since the partnership agreement did not provide for a specified period or undertaking.
The birth and life of a partnership at will is predicated on the mutual desire and consent of the partners. The right to choose with whom a person wishes to associate himself is the very foundation and essence of that partnership. Its continued existence is, in turn, dependent on the constancy of that mutual resolve, along with each partner’s capability to give it, and the absence of a cause for dissolution provided by the law itself. In this case, the partnership agreement did not provide for a specified period or undertaking. The purpose of the partnership is not the specific undertaking referred to in the law. Otherwise, all partnerships which necessarily must have a purpose, would all be considered as partnerships for a definite undertaking.