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FACTS:
The law firm ROSS, LAWRENCE, SELPH and CARRASCOSO was duly registered with the
SEC on August 4, 1948. There were several subsequent amendments made to the articles of the partnership,
the last being on June 7, 1977 in order to change the name of the firm into BITO, MISA & LOZADA. Bito
and Lozada associated themselves together as senior partners, with petitioners Ortega, Del Castillo, and
Bacorro as junior partners.
Misa, however, wrote a letter to the petitioners on February 17, 1988 stating that he is
withdrawing and retiring from the firm. He also inquired about the liquidation of the firm, especially since
he has interest on the two floors of the building.
Misa consequently filed with the Securities Investigation and Clearing Department (SICD) for the
dissolution and liquidation of the partnership, praying for his share in the assets and profits, for the
enjoinment of the use of the law firms name, for attorneys fees, and for moral damages. The SICD ruled
in favor of Ortega et al., saying that Misas withdrawal did not dissolve the law partnership and no
liquidation is needed.
The SEC en banc, on appeal, reversed the decision and ruled that Misas withdrawal from the firm
had indeed dissolved the partnership. Since it is a partnership at will, the law firm could be dissolved by
any partner at any time, such as by withdrawal therefrom, regardless of good faith or bad faith, since no
partner can be forced to continue in the partnership against his will. The CA in toto affirmed this ruling.
Thus, this case.
ISSUES:
1. W/N the partnership of BITO, MISA, & LOZADA (now, BITO, LOZADA, ORTEGA, &
CASTILLO) is a partnership at will
2. W/N Misas withdrawal dissolved the partnership regardless of his good or bad faith
HELD/RATIO:
1. YES, the law firm is a partnership at will.
A partnership that does not fix its term is a partnership at will. The partnership agreement of the
firm specifically provides that the partnership shall continue so long as mutually satisfactory and upon the
death or legal incapacity of one of the partners, shall be continued by the surviving partners.