GR 1184; (April, 1904) (Digest)
G.R. No. 1184 : April 22, 1904
THE COMPAÑIA AGRICOLA DE ULTRAMAR, plaintiff-appellant, vs. ANACLETO REYES, ET AL., defendants-appellees.
FACTS:
The Compañia Agricola de Ultramar, a partnership organized in Madrid, Spain, and domiciled in Manila, filed an ejectment complaint in the justice’s court of Quingua, Bulacan, against its tenants (Anacleto Reyes et al.) for non-payment of rent for the years 1899, 1900, and 1901. The justice of the peace and, on appeal, the Court of First Instance of Bulacan, dismissed the complaint. The lower courts held that the plaintiff was a commercial partnership subject to the Code of Commerce and, since it had not registered in the commercial registry as required, it lacked the legal personality to institute the action. The plaintiff appealed, arguing it was a civil partnership as declared in its articles of incorporation and thus not required to register commercially to sue.
ISSUE:
Whether the Compañia Agricola de Ultramar is a civil or a commercial partnership, and consequently, whether its registration in the commercial registry is a prerequisite for acquiring juridical personality and the capacity to sue.
RULING:
The Supreme Court affirmed the lower court’s decision. The Court ruled that the character of a partnership is determined not merely by the name or form declared in its articles, but by the nature of its business or purposes as stated therein. Examining the company’s articles, its primary purpose was to engage in agricultural exploitation, including acquiring and leasing lands, establishing agricultural colonies, and granting loans on crops and landsactivities that are commercial in nature under the Code of Commerce. Therefore, the partnership is commercial.
As a commercial partnership organized under the Code of Commerce, it was mandatory for the company to record its articles of association in the commercial registry before commencing business, pursuant to Articles 17 and 119 of the Code. Inscription in the commercial registry is an indispensable condition for a commercial partnership to acquire juridical personality and the capacity to sue third parties. Since the plaintiff failed to register, it lacked the legal existence necessary to maintain the suit. The Court cited Spanish jurisprudence confirming that an unregistered commercial partnership cannot enforce rights against third persons. The dismissal of the complaint was proper.