DISSENTING OPINION OP
ME. JUSTICE WOLE.In' Ponce two merchants, one a firm and the other' an individual, pooled their interests and formed a new partnership. The articles of partnership are not before us but the articles of dissolution are. These articles contain the following clauses:
“Fourth. — 'Considering his interests best served by withdrawing from the firm in question, the partner Aleides Núñez has made an agreement therewith to sell his interest therein, winch he hereby does under the following terms and conditions:
First. — Aleides Núñez sells, transfers and conveys to the mercantile firm of Ortiz, Núñez & Co., Ltd., all the assets, rights and actions pertaining to him therein in connection with all the business in which the said firm is engaged.
“Second. — The price Of the interest so alienated is fixed at the stipulated sum of fourteen hundred dollars, made up as follows: $450 paid by the firm in settlement of the private accounts of Al-cides Núñez; $450 in U. S. bills of lawful currency in hand paid, and the balance of $500 in merchandise owned by the firm at its branch in Villa Street, Ponce, including food-stuffs and goods already inventoried and accepted by Aleides Núñez, and account's made payable to him.
‘ ‘ Third. — Each of the parties in his respective capacity agrees that the acts performed by Aleides Núñez while he was managing partner of the said firm shall remain in full force and effect; that the firm releases Aleides Núñez from any and all obligations contracted by him for or against the concern; and that, in like manner, the party Núñez forever renounces any right he may or might have against *289tbe said partnership, releasing it in tbe most solemn manner from any act or obligation that may have' been contracted personally by, him, in which connection he, the said Núñez, denies that he has contracted any debts other than for purchases for the firm of which he was a partner.”
This was a clear obligation on the part of Ortiz to save' Núñez harmless from any debts contracted on behalf of the firm. Before he entered Núñez had a shop of his’ own. That this shop became merged in the firm is shown by the paragraph marked “Second” and by the new matter of defense contained in the answer as follows:
“And as new matter of defense defendant Luis Ortiz alleges that the sales amounting to $1,022.58 to which G. Arbona & Co. refers in the fourth paragraph of the complaint were made privately and in his personal capacity to Aleides Núñez for a shop owned by the latter in his name and owned exclusievly by him in Villa Street, to whom G. Arbona & Co. extended credit during the time he was partner of Ortiz, Núñez & Co., Ltd., and that when Núñez withdrew from said partnership, G. Arbona & Co., fearing the loss of their credit, brought action against Ortiz, Núñez & Co. although their debtor was Aleides Núñez in his personal capacity as shown by the plaintiff’s own invoice.”
In this new matter the sucursal is identified as being the same as the one referred to iñ the articles of dissolution. The defendants and appellees merely raised the question whether the merchandise bought was on account of Núñez or on the account of the firm. In the articles of dissolution' that we have transcribed Ortiz specifically accepted the cession of all the goods contained in the sucursal, but does not want to be made responsible for the debts of that sucursal. With this end in view he denies responsibility for the same despite the provision “Third” of the articles of dissolution wherein not only is Núñez relieved of any debts contracted on behalf of the firm, but he solemnly sets forth that he has made no purchases except for the firm.
*290Given the articles of dissolution and tlie new matter of ■the answer, the complainant's established a prima facie case and the burden was-placed upon Ortiz to show that the debts contracted by Núñez were contracted independently of the firm. The books of G. Arbona & Co. are the only evidence in his favor, but as the other written evidence showed that Núñez was running the branch for the firm the prima facie ease that all his dealings were on behalf of his firm is not destroyed.
Under these circumstances it would make no difference, as appears probable, that the court did not believe the statements of the employees of G. Arbona to the effect that Nú-ñez was buying for the firm. • They may have tried to bolster up the case but a prima facie case was shown by the pleading and the articles of dissolution.
The facts, therefore, place the case on the basis of the right of a person dealing with a supposed individual, when in point of fact he was a member of a firm with the confusion of rights and liabilities necessarily resulting. This is more especially evidenced by the fact that Ortiz and his other partner are shown to be taking possession of all the assets in the branch. This would be a fraud against creditors unless they had also assumed the payment of the debts.