Aldecoa & Co. v. Warner

TORRES, J.:

This is the second time this case has been brought before this court on appeal. This court, in deciding the first appeal in its decision of August 6, 1910 (16 Phil. Rep., 433, 439), set aside the judgment appealed from and ordered the holding of new trial, with the following directions: First, the defendant shall be advised that it must, within a fixed period, render an account verified by vouchers, of its management of the business of the joint-account partnership with the plaintiff, pertaining to the months from December 1, 1898, to June 29, 1899, and to the twelve months of the years 1903, unless it shall prove in a satisfactory manner that the said partnership began on June 30, 1899, contrary to the averment of the plaintiff supported by evidence that it commenced on December 1, 1898, in which case the said rending of account shall be restricted to the twelve months of the year 1903, in the accounts of which last period must be included all the property that is found to belong to the said partnership; second in the examination of the accounts that may be found to have been rendered, the parties may allege and prove facts conducive to their revision or approval besides availing themselves of the evidence already adduced at trial; and, third, with respect to the account corresponding to the period from June 30, 1899, to December 31, 1902, already approved, the trial court shall proceed in accordance with law, duly considering the error, omissions, mistakes and fraudulent or deceitful acts that have been alleged or may specifically be alleged in rejecting the said approved accounts, as well as the evidence introduced by both parties, and it shall be careful to decide in its final judgment all the issues raised between the parties in the course of this litigation and to provide such remedies as are proper in regard to their respective claims.

The complaint that instituted the suit wherein the above decision was rendered, is contained in the petition dated September 26, 1907, and Aldecoa and Co., in liquidation, alleged therein as a cause of action: That on December 1, 1898, the plaintiff company became interested in the business of Warner, Barnes and Co., (Ltd.), in Albay, in the purchase of hemp in the pueblos of Tabaco and Legaspi, and formed with them a joint-account partnership whereby Aldecoa and Co., were the share equally in the gains and losses of the business in Albay; that Warner, Barnes and Co., (Ltd.) acted and continued to act as manager (gestora) of said joint-account partnership and as such manager was obligated to render accounts supported by proofs, and to liquidate the business; that defendant not only had not done this, in spite of the demand made upon it, but has expressly denied the right of plaintiff to examine the vouchers, contenting itself with forwarding to the latter copies of the entries in defendant's books, which entries contained errors and omissions that hereinafter will be mentioned; that said entries, moreover, show the partnership to have commenced on June 30, 1899, whereas its operations should have commenced and did commence on December 1, 1898, on which date the joint-account partnership was formed; that said operations having been closed on December 31, 1903, Warner, Barnes and Co., (Ltd.), the defendant has not realized upon the assets of the firm by selling the property which constitutes its capital: that the directors and managers of the defendant company, unlawfully, maliciously, and criminal conspired with the persons who were managing the commercial firm of Aldecoa and Co.

during the years 1899, 1900, 1901, 1902, and 1903, to defraud the latter of its interest in the said joint-account partnership, buying the silence of its managers with respect to the operations of the joint-account partnership during the time comprised between December 1, 1898, and June 30, 1899, as well as with respect to the errors and omissions in the accounts relating to the second semester of 1899 and those relating to 1900, 1901, 1902, and 1903; that said fraudulent acts were not known to the partner of the plaintiff firm until the managers who acted in collusion with the managers of the defendant firm had ceased to hold their positions, to wit, until after December 31, 1906, that by reason of this conspiracy to defraud the plaintiff the defendant had been benefited; that the errors and omissions found in the entries of the books kept by the defendant firm as manager of the joint-account partnership are those expressed in detail here below: (a) It appears that between the 10th of July and the 26th of December, 1899, 43,934 piculs of hemp arrived in Manila for the joint-account partnership, which were purchased in Legaspi and Tabaco at 13 pesos per picul, and, after charging against this hemp excessive expenses for collection, storage, freight, fire, marine, and war insurance, personnel, etc., the defendant, Warner, Barnes and Co., as manager of the joint-account partnership and commission agent of their joint-account partners, claim that they purchased the said hemp for themselves, but do not give the price received from the sale thereof and merely credit it at 13 pesos a picul, when the average market price at that time was 16.50 pesos a picul; defendant thereby injuring plaintiff to the amount of P76,884.50.

(b) Striking a balance from the amount of hemp debited and that credited, there results a difference of 4,332.96 piculs, not credited which, at 24 pesos a picul, the market price at the time, represents an injury to plaintiff amounting to P51,995.52, the said deficit, with respect to the hemp, pertaining to the period beginning with December 31, 1899, in the manner shown by the following table: Invoices & Dr. Cr. 1899, Dec. 31 .......................................................

1900, Apr. 30 ........................................................ 1900, Dec.

31 ....................................................... 1901, Dec. 31 .......................................................

1902, Dec. 31 ....................................................... 1903, Dec.

31 ....................................................... Lacking ................................................................. Piculs.

86,534.18 13,069.97 67,892.56 101,253.31 98,074.52 66,482.49