IN RE: SYCIP SALAZAR
directories of the fact of their respective
deceased partners' deaths
PETITION FOR AUTHORITY TO CONTINUE USE OF THE
FIRM NAME "SYCIP, SALAZAR, FELICIANO, HERNANDEZ &
CASTILLO." LUCIANO E. SALAZAR, FLORENTINO P.
FELICIANO, BENILDO G. HERNANDEZ. GREGORIO R.
CASTILLO. ALBERTO P. SAN JUAN, JUAN C. REYES. JR.,
ANDRES G. GATMAITAN, JUSTINO H. CACANINDIN, NOEL
A. LAMAN, ETHELWOLDO E. FERNANDEZ, ANGELITO C.
IMPERIO, EDUARDO R. CENIZA, TRISTAN A. CATINDIG,
ANCHETA K. TAN, and ALICE V. PESIGAN, petitioners.
5.
No local custom prohibits the continued use
of a deceased partner's name in a
professional firm's name; 6 there is no
custom or usage in the Philippines, or at
least in the Greater Manila Area, which
recognizes that the name of a law firm
necessarily Identifies the individual members
of the firm
IN THE MATTER OF THE PETITION FOR AUTHORITY TO
CONTINUE USE OF THE FIRM NAME "OZAETA, ROMULO,
DE LEON, MABANTA & REYES." RICARDO J. ROMULO,
BENJAMIN M. DE LEON, ROMAN MABANTA, JR., JOSE MA,
REYES, JESUS S. J. SAYOC, EDUARDO DE LOS ANGELES,
and JOSE F. BUENAVENTURA, petitioners.
6.
The continued use of a deceased partner's
name in the firm name of law partnerships
has been consistently allowed by U.S.
Courts and is an accepted practice in the
legal profession of most countries in the
world
Citation: 97 SCRA 1
Date of Promulgation: July 30, 1979
Ponente: Melencio-Herrera
FACTS:
Two separate petitions were filed before this Court by:
1. surviving partners of Atty. Alexander Sycip who died on
May 5, 1975; and
2. surviving partners of Atty. Herminio Ozaeta who died on
Feb. 14, 1976
Both petitions prayed that they be allowed to continue using,
in the name of their firms, the names of partners who had
passed away
September 2, 1976: the two petitions were consolidated
Petitioners Contentions:
1. Under the law, a partnership is not prohibited from
continuing its business under a firm name which
includes the name of a deceased partner
2. In regulating other professions, such as
accountancy and engineering, the legislature has
authorized the adoption of firm names without any
restriction as to the use, in such firm name, of the
name of a deceased partner; the legislative
authorization given to those engaged in the
practice of accountancy a profession requiring
the same degree of trust and confidence in respect
of clients as that implicit in the relationship of
attorney and client to acquire and use a trade
name, strongly indicates that there is no
fundamental policy that is offended by the
continued use by a firm of professionals of a firm
name which includes the name of a deceased
partner, at least where such firm name has
acquired the characteristics of a "trade name."
3. The Canons of Professional Ethics are not
transgressed by the continued use of the name of
a deceased partner in the firm name of a law
partnership because Canon 33 of the Canons of
Professional Ethics adopted by the American Bar
Association declares that:
... The continued use of the name of a
deceased or former partner when
permissible by local custom, is not
unethical but care should be taken that
no imposition or deception is practiced
through this use
4.
There is no possibility of imposition or
deception because the deaths of their
respective deceased partners were wellpublicized in all newspapers of general
circulation for several days; the stationeries
now being used by them carry new
letterheads indicating the years when their
respective
deceased
partners
were
connected with the firm; petitioners will notify
all leading national and international law
The same issue was raised in 1953 and 1958, but the court
resolved for both that the firm should desist from using in
their firm name the name of the deceased partner
Petitioners asked that said policy be reexamined
ISSUE: W/N the petitioners can use the name of their deceased
partner in the name of their firm?
HELD
NO.
1. Inasmuch as "Sycip, Salazar, Feliciano, Hernandez and
Castillo" and "Ozaeta, Romulo, De Leon, Mabanta and Reyes"
are partnerships, the use in their partnership names of the
names of deceased partners will run counter to Article 1815 of
the Civil Code which provides: t.hqw
Art. 1815. Every partnership shall operate
under a firm name, which may or may not
include the name of one or more of the
partners.
Those who, not being members of the
partnership, include their names in the firm
name, shall be subject to the liability, of a
partner.
It is clearly tacit in the above provision that names in a firm name
of a partnership must either be those of living partners and. in
the case of non-partners, should be living persons who can be
subjected to liability. In fact, Article 1825 of the Civil Code
prohibits a third person from including his name in the firm name
under pain of assuming the liability of a partner. The heirs of a
deceased partner in a law firm cannot be held liable as the old
members to the creditors of a firm particularly where they are
non-lawyers. Thus, Canon 34 of the Canons of Professional
Ethics "prohibits an agreement for the payment to the widow and
heirs of a deceased lawyer of a percentage, either gross or net,
of the fees received from the future business of the deceased
lawyer's clients, both because the recipients of such division are
not lawyers and because such payments will not represent
service or responsibility on the part of the recipient. "
Accordingly, neither the widow nor the heirs can be held liable for
transactions entered into after the death of their lawyerpredecessor. There being no benefits accruing, there ran be no
corresponding liability.
Prescinding the law, there could be practical objections to
allowing the use by law firms of the names of deceased partners.
The public relations value of the use of an old firm name can
tend to create undue advantages and disadvantages in the
practice of the profession. An able lawyer without connections
will have to make a name for himself starting from scratch.
Another able lawyer, who can join an old firm, can initially ride on
that old firm's reputation established by deceased partners.
2. In regards to the last paragraph of Article 1840 of the Civil
Code cited by petitioners, supra, the first factor to consider is
that it is within Chapter 3 of Title IX of the Code entitled
"Dissolution and Winding Up." The Article primarily deals with the
exemption from liability in cases of a dissolved partnership, of
the individual property of the deceased partner for debts
contracted by the person or partnership which continues the
business using the partnership name or the name of the
deceased partner as part thereof. What the law contemplates
therein is a hold-over situation preparatory to formal
reorganization.
Secondly, Article 1840 treats more of a commercial partnership
with a good will to protect rather than of a professional
partnership, with no saleable good will but whose reputation
depends on the personal qualifications of its individual members.
Thus, it has been held that a saleable goodwill can exist only in a
commercial partnership and cannot arise in a professional
partnership consisting of lawyers.
3. A partnership for the practice of law cannot be likened to
partnerships formed by other professionals or for business. It is
not a legal entity. It is a mere relationship or association for a
particular purpose. ... It is not a partnership formed for the
purpose of carrying on trade or business or of holding property
Primary characteristics which distinguish the
legal profession from business are:
1. A duty of public service, of which the
emolument is a byproduct, and in which one may
attain the highest eminence without making much
money.
2. A relation as an "officer of court" to the
administration of justice involving thorough
sincerity, integrity, and reliability.
3. A relation to clients in the highest degree
fiduciary.
4. A relation to colleagues at the bar characterized
by candor, fairness, and unwillingness to resort to
current business methods of advertising and
encroachment on their practice, or dealing directly
with their clients.
4. Petitioners cited Canon 33 of the Canons of Professional
Ethics of the American Bar Association" in support of their
petitions.
It is true that Canon 33 does not consider as unethical the
continued use of the name of a deceased or former partner in
the firm name of a law partnership when such a practice is
permissible by local custom but the Canon warns that care
should be taken that no imposition or deception is practiced
through this use.
It must be conceded that in the Philippines, no local custom
permits or allows the continued use of a deceased or former
partner's name in the firm names of law partnerships. Firm
names, under our custom, Identify the more active and/or more
senior members or partners of the law firm. A glimpse at the
history of the firms of petitioners and of other law firms in this
country would show how their firm names have evolved and
changed from time to time as the composition of the partnership
changed
The possibility of deception upon the public, real or
consequential, where the name of a deceased partner continues
to be used cannot be ruled out. A person in search of legal
counsel might be guided by the familiar ring of a distinguished
name appearing in a firm title.
5. Petitioners argue that U.S. Courts have consistently allowed
the continued use of a deceased partner's name in the firm
name of law partnerships. But that is so because it is sanctioned
by custom. Not so in this jurisdiction where there is no local
custom that sanctions the practice.
ACCORDINGLY, the petitions filed herein are denied and
petitioners advised to drop the names "SYCIP" and
"OZAETA" from their respective firm names. Those names
may, however, be included in the listing of individuals who
have been partners in their firms indicating the years during
which they served as such.
