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ANICETO G. SALUDO v. PHILIPPINE NATIONAL BANK

FACTS:

SAFA Law Office entered into a Contract of Lease with PNB, wherein PNB agreed to lease a portion of a building to SAFA Law Office for a period of three years. After the contract expired, SAFA Law Office continued to occupy the premises but failed to pay its rental obligations. PNB sent demand letters to SAFA Law Office for the payment of unpaid rents. SAFA Law Office responded by expressing its intention to negotiate and proposing a settlement. PNB declined the settlement proposal and made a final demand for payment. Subsequently, Saludo, as the managing partner of SAFA Law Office, filed a complaint against PNB for accounting and/or recomputation of unpaid rentals and damages. PNB filed a motion to include SAFA Law Office as a plaintiff, arguing that it is the real party-in-interest. Saludo filed a motion to dismiss PNB's counterclaims against SAFA Law Office. The RTC issued an Omnibus Order denying PNB's motion and granting Saludo's motion.

PNB filed a motion to include the SAFA Law Offices as a co-plaintiff in the case, but the trial court denied the motion. The trial court also granted Saludo's motion to dismiss PNB's counterclaims against the SAFA Law Offices, stating that no counterclaims can be raised against a non-legal entity. PNB filed a motion for reconsideration, but it was also denied by the trial court. PNB then filed a petition for certiorari with the CA, which partially granted the petition by reinstating PNB's counterclaims but affirmed the trial court's order denying the inclusion of SAFA Law Offices as a co-plaintiff. Saludo and PNB both filed motions for partial reconsideration, but these were denied by the CA.

The case involves a dispute between Saludo and the Philippine National Bank (PNB). Saludo filed a complaint against PNB for breaching its obligations in a loan agreement. PNB filed its answer with counterclaim, seeking to collect a debt from Saludo and the SAFA Law Office, claiming that the law office is a partner and co-debtor with Saludo.

The trial court dismissed PNB's counterclaim, ruling that the SAFA Law Office should be impleaded as a defendant in the counterclaim. PNB filed a motion for reconsideration, arguing that the SAFA Law Office is not a party to the case but should be included as a defendant in the counterclaim.

The Court of Appeals (CA) resolved the motion for reconsideration and held that the SAFA Law Office should be included as a defendant in PNB's counterclaim. The CA reasoned that a compulsory counterclaim does not require the presence of third parties and that non-parties to a suit may be brought in as defendants to a counterclaim. The CA further held that the inclusion of the SAFA Law Office as a defendant would enable the granting of complete relief.

Saludo filed a petition for certiorari before the Supreme Court, raising issues regarding the inclusion of the SAFA Law Office as a defendant in PNB's counterclaim. Saludo argued that the SAFA Law Office is neither an indispensable party nor a juridical entity.

The Supreme Court held that the SAFA Law Office is a juridical entity and the real party-in-interest in the suit filed by Saludo. The Court concluded that the SAFA Law Office is a partnership based on the Articles of Partnership signed by its partners and its registration with the Securities and Exchange Commission. The Court further ruled that the inclusion of the SAFA Law Office as a defendant in the counterclaim would enable the granting of complete relief.

ISSUES:

  1. Whether the CA erred in including SAFA Law Office as a defendant to PNB's counterclaim despite its holding that SAFA Law Office is neither an indispensable party nor a legal entity.

  2. Whether the CA went beyond the issues in the petition for certiorari and prematurely dealt with the merits of PNB's counterclaim.

  3. Whether the CA erred when it gave due course to PNB's petition for certiorari to annul and set aside the RTC's Omnibus Order dated January 11, 2007.

RULING:

  1. SAFA Law Office is a juridical entity and the real party-in-interest in the suit filed with the RTC by Saludo against PNB. Consequently, it should be joined as a plaintiff in that case.

  2. The CA did not go beyond the issues in the petition for certiorari as it addressed the necessary concerns related to the reinstatement of PNB's counterclaims and the inclusion of SAFA Law Office in the suit.

  3. The CA did not err in giving due course to PNB's petition for certiorari, as the order granting Saludo's motion to dismiss counterclaim was interlocutory in nature and entailed an allegation of grave abuse of discretion.

PRINCIPLES:

  • Partnership Juridical Personality: A partnership constituted under the Civil Code acquires juridical personality by operation of law and has a separate and distinct personality from its partners (Article 1768 of the Civil Code).

  • Real Party-in-Interest: Under Section 2, Rule 3 of the Rules of Court, the real party-in-interest is the one who stands to be benefited or injured by the judgment in the suit.

  • Subsidiary Liability of Partners: Article 1816 of the Civil Code underscores that all partners, including industrial ones, shall be liable pro rata with all their property and after all the partnership assets have been exhausted, for contracts entered into in the name and for the account of the partnership.

  • Obiter Dictum: Decisions or pronouncements in a case that are not necessary to resolve the main issue serve as obiter dictum and do not have a binding precedent effect.

  • Rights and Obligations of Juridical Persons: Juridical persons, such as partnerships, may acquire property, incur obligations, and bring civil or criminal actions in conformity with the laws and regulations of their organization (Article 46 of the Civil Code).