Xxxxxxxx and Xxxxxxxx Xxxxxxxxxx. Since the defendant Xxxxxxxx Xxxxx failed to pay one-half of the amount expended by the plaintiffs upon the construction of the railroad line, that is, P113,046.46, as well as Phil. X. Xxxxxxxx and Xxxxxxxx Xxxxxxxxxx, the plaintiffs instituted the present action praying: (1) That the deed of February 1,1919, be declared valid and binding; (2) that after the execution of the said document the defendant improved economically so as to be able to pay the plaintiffs the amount owed, but that he refused to pay either in part or in whole the said amount notwithstanding the several demands made on him for the purpose; and
Xxxxxxxx and Xxxxxxxx Xxxxxxxxxx. This witness testified, in substance, that he is acquainted with the partnership formed by the owners of the “Hacienda Palma” and “Hacienda San Xxxxxx” for the construction of the railroad line; that the cost of the construction thereof was originally estimated at P150,000; that the owner of the “Hacienda Palma” would pay one-half of this amount; that when the “Hacienda Palma” was sold to Messrs. Phil.
Xxxxxxxx and Xxxxxxxx Xxxxxxxxxx. Then the plaintiffs did as suggested, and wrote the letter Exhibit 7 in which they asked the new owners of the “Hacienda Palma” their decision upon the following three questions: 1. Will the “Palma” Central accept the statement of account as presented by the “San Xxxxxx” Central regarding the actual cost of the railroad line “Palma-San Xxxxxx-Xxxxxxx? ” 2. Is the “Palma” Central willing to continue as co-proprietor of the railroad line for the exploitation of the sugar-cane business of “Nandong” and neighboring xxxxxxx, and therefore to pay 50 per cent of the expenses that may be incurred in completing the line? It was but natural that the plaintiffs should have
Xxxxxxxx and Xxxxxxxx Xxxxxxxxxx. The plaintiffs were not a party to the document Exhibit 1. Neither in this document, nor in others in the record, do we find any stipulation whereby the obligation of the defendant was novated with the consent of the creditor, and as it has been held in the case of Xxxxxxxx vs. Cavives (25 Phil., 581), the oral evidence tending to prove such a fact as this is not in law sufficient. As has been said, in all contracts of novation consisting in the change of the debtor, the consent of the creditor is indispensable, pursuant to article 1205 of the Civil Code which reads as follows: “Novation which consists in the substitution of a new debtor in the place of the original one may be made without the knowledge of the latter, but not without the consent of the creditor.” Xx. Xxxxxxx in his commentaries on articles 1205 and 1206 of the Civil Code (vol. 8, 1907 ed., pp. 424-426) says as follows: “Article 1205 clearly says in what this kind of novation must consist, because in stating that another person must be substituted in lieu of the debtor, it means that it is not enough to extend the juridical relation to that other person, but that it is necessary to place the latter in the same position occupied by the original debtor. “Consequently, the obligation contracted by a third person to answer for the debtor, as in the case of suretyship, in the last analysis, does not work as a true novation, because the third person is not put in the same position as the debtor—the latter continues in his same place and with the same obligation which is guaranteed by the former. “Since it is necessary that the third person should become a debtor in the same position as the debtor whom he substitutes, this change and the resulting novation may be respected as to the whole debt, thus untying the debtor from his obligation, except the eventual responsibilities of which we shall speak later, or he may continue with the character of such debtor and also allow the third person to participate in the obligation. In the first case, there is a complete and perfect novation; in the second, there is a change that does not free the debtor nor authorize the extinguishment of the accessory obligations of the latter. In this last hypothesis, if there has been no agreement as to solidarity, the first and the new debtor should be considered as obligated severally. “The provisions of article 1205 which require the consent of the creditor as an indispensable requisite in this kind of novation and no...
Xxxxxxxx and Xxxxxxxx Xxxxxxxxxx had purchased something from Xx. Xxxxxxxx Xxxxx, the herein defendant, regarding the railroad line, it was undoubtedly the one-half thereof pertaining to Xx. Xxxxxxxx Xxxxx. This clearly shows that the rights and titles transferred by the
Xxxxxxxx and Xxxxxxxx Xxxxxxxxxx is wholly untenable. Appellants assign also as a ground of their appeal the holding of the court that by the termination of the partnership, as shown by the document Exhibit 5, no legal rights can be derived therefrom. By virtue of the contract Exhibit 5, the plaintiffs and Phil. X. Xxxxxxxx and Xxxxxxxx Xxxxxxxxxx, by common consent, decided to dissolve the partnership between the “Hacienda Palma” and “Hacienda San Xxxxxx,” thus cancelling the contract of partnership of February 1, 1919. Xxxxxxx for appellee in his brief and oral argument maintains that the plaintiffs cannot enforce any right arising out of that contract of partnership, which has been annulled, such as the right to claim now a part of the cost of the construction of the railroad line stipulated in that contract. Defendant’s contention signifies that any person, who has contracted a valid obligation with a partnership, is exempt from complying with his obligation by the mere fact of the dissolution of the partnership. Defendant’s contention is untenable. The dissolution of a partnership must not be understood in the absolute and strict sense so that at the termination of the object for which it was created the partnership is extinguished, pending, the winding up of some incidents and obligations of the partnership, but in such case, the partnership will be reputed as existing until the juridical relations arising out of the contract are dissolved. This doctrine has been upheld by the supreme court of Spain in its decision of February 6, 1903, in the following case: There was a partnership formed between several persons to purchase some lands sold by the state. The partnership paid the purchase price and distributed among its members the lands so acquired, but after the lapse of some time, one of the partners instituted an action in the court of Badajoz, praying that he be accepted as a partner with the same rights and obligations as the others, for the reason that he had not been allowed all that he had a right to. The court granted the petition which judgment was affirmed by the Audiencia xx Xxxxxxx. From that decision the defendant sued out a writ of error alleging infringement of articles 1680 and 1700 of the Civil Code, on the proposition that all contracts are reputed consummated and therefore extinguished, when the contracting parties fulfill all the obligations arising therefrom and that by the payment of the money and the granting and distribution of the lands without any oppositio...
