Claridades vs mercader 17 scra 1 1966 persons

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(Claridades vs. Mercader, 17 SCRA 1 [1966].) Persons authorized to wind up. (1) The following are authorized to wind up the affairs of the partnership: (a) The partners designated by the agreement; (b) In the absence of such agreement, all the partners who have not wrongfully dissolved the partnership; or (c) The legal representative (executor or administrator) of the last surviving partner (when all the partners are already dead), not insolvent. (Art. 1830[6].) (2) The court may, in its discretion, after considering all the facts and circumstances of the particular case, appoint a receiver to wind up the partnership affairs where such step is shown to be to the best interests of all persons concerned. An insolvent partner does not have the right to wind up partnership affairs. (see Arts. 1830[6]; 1833.) Survivor’s right and duty to liquidate. When a member of a partnership dies, the duty of liquidating its affairs devolves upon the surviving member or members of the firm, not upon the legal representative of the deceased partner (except when such partner was the last surviving partner). (Lota vs. Tolentino, 90 Phil. 829 [1952]; Po Yeng Cheo vs. Lim Ka Yan, 44 Phil. 172 [1922]; Guidote vs. Borja, 53 Phil. 950 [1929].) (1) The legal representative has no right to interfere with the partnership business, so long as the surviving partner proceeds in good faith to settle its affairs, and it makes no difference how well qualified such representative may be to assist. The executor or administrator of a deceased partner cannot insist on continuing the business in the absence of some controlling agreement to that effect. (40 Am. Jur. 333.) Art. 1836 DISSOLUTION AND WINDING UP
PARTNERSHIP 248 (2) Under the Uniform Partnership Act, “x x x a surviving partner is entitled to reasonable compensation for his services in winding up partnership affairs.” (Sec. 18[f] thereof.) Our law is silent on this point. It is believed, however, that even in the absence of agreement, the surviving partner or liquidating partner is entitled to reasonable compensation in exceptional situations as where the services rendered are extraordinary or substantial in nature. Powers of liquidating partner. (1) Make new contracts. — For the purpose of winding up the partnership, a liquidating partner is sole agent of the partnership, but merely for that one specific purpose. Thus, without express authorization, he cannot make new contracts or create new liabilities, as by giving promissory notes binding on the firm nor can he extend the time for the payment of existing obligations to the firm, or make acknowledgments of the validity of claims against the firm. (2) Raise money to pay partnership debts. — For the purpose of winding up the concern, however, the liquidating partner has the same general power to bind the firm as he had before, and he may bind the partnership by borrowing money to meet its accruing liabilities, and may sell its real estate to raise money to pay its debts. (40 Am. Jur. 325.) (3) Incur obligations to complete existing contracts or preserve partnership assets. — A liquidating partner has power to incur

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