Republic of the Philippines SUPREME COURT SECOND DIVISION G.R. No.

126881 October 3, 2000

HEIRS OF TAN ENG KEE, petitioners, vs. COURT OF APPEA S !"# $ENGUET UM$ER COMPAN%, re&re'e"te# b( )t' Pre')#e"t TAN ENG A%, respondents. *E EON, +R., J., In this petition for review on certiorari, petitioners pra for the reversal of the Decision ! dated "arch !#, !$$% of the for&er 'ifth Division ( of the Court of )ppeals in C)*+.R. CV No. ,-$#-, the dispositive portion of which states. /0E 'ORE+OIN+ CONSIDERED, the appealed decision is hereb set aside, and the co&plaint dis&issed. /he facts are. 'ollowin1 the death of /an En1 2ee on Septe&ber !#, !$3,, "atilde )bubo, the co&&on*law spouse of the decedent, 4oined b their children /eresita, Nena, Clarita, Carlos, Cora5on and Elpidio, collectivel 6nown as herein petitioners 0EIRS O' /)N EN+ 2EE, filed suit a1ainst the decedent7s brother /)N EN+ 8)9 on 'ebruar !$, !$$:. /he co&plaint, # doc6eted as Civil Case No. !$3#*R in the Re1ional /rial Court of ;a1uio Cit was for accountin1, li<uidation and windin1 up of the alle1ed partnership for&ed after =orld =ar II between /an En1 2ee and /an En1 8a . On "arch !3, !$$!, the petitioners filed an a&ended co&plaint , i&pleadin1 private respondent herein ;EN+>E/ 8>";ER CO"P)N9, as represented b /an En1 8a . /he a&ended co&plaint was ad&itted b the trial court in its Order dated "a #, !$$!.? /he a&ended co&plaint principall alle1ed that after the second =orld =ar, /an En1 2ee and /an En1 8a , poolin1 their resources and industr to1ether, entered into a partnership en1a1ed in the business of sellin1 lu&ber and hardware and construction supplies. /he na&ed their enterprise @;en1uet 8u&ber@ which the 4ointl &ana1ed until /an En1 2ee7s death. Petitioners herein averred that the business prospered due to the hard wor6 and thrift of the alle1ed partners. 0owever, the clai&ed that in !$3!, /an En1 8a and his children caused the conversion of the partnership @;en1uet 8u&ber@ into a corporation called @;en1uet 8u&ber Co&pan .@ /he incorporation was purportedl a ruse to deprive /an En1 2ee and his heirs of their ri1htful participation in the profits of the business. Petitioners pra ed for accountin1 of the partnership assets, and the dissolution, windin1 up and li<uidation thereof, and the e<ual division of the net assets of ;en1uet 8u&ber. )fter trial, Re1ional /rial Court of ;a1uio Cit , ;ranch - rendered 4ud1&ent % on )pril !(, !$$?, to wit. =0ERE'ORE, in view of all the fore1oin1, 4ud1&ent is hereb rendered. aA Declarin1 that ;en1uet 8u&ber is a 4oint venture which is a6in to a particular partnershipB bA Declarin1 that the deceased /an En1 2ee and /an En1 8a are 4oint adventurers andCor partners in a business venture andCor particular partnership called ;en1uet 8u&ber and as such should share in the profits andCor losses of the business venture or particular partnershipB cA Declarin1 that the assets of ;en1uet 8u&ber are the sa&e assets turned over to ;en1uet 8u&ber Co. Inc. and as such the heirs or le1al representatives of the deceased /an En1 2ee have a le1al ri1ht to share in said assetsB dA Declarin1 that all the ri1hts and obli1ations of /an En1 2ee as 4oint adventurer andCor as partner in a particular partnership have descended to the plaintiffs who are his le1al heirs. eA Orderin1 the defendant /an En1 8a andCor the President andCor +eneral "ana1er of ;en1uet 8u&ber Co&pan Inc. to render an accountin1 of all the assets of ;en1uet 8u&ber Co&pan , Inc. so the plaintiffs 6now their proper share in the businessB fA Orderin1 the appoint&ent of a receiver to preserve andCor ad&inister the assets of ;en1uet 8u&ber Co&pan , Inc. until such ti&e that said corporation is finall li<uidated are directed to sub&it the na&e of an person the want to be appointed as receiver failin1 in which this Court will appoint the ;ranch Cler6 of Court or another one who is <ualified to act as such. 1A Den in1 the award of da&a1es to the plaintiffs for lac6 of proof eDcept the eDpenses in filin1 the instant case. hA Dis&issin1 the counter*clai& of the defendant for lac6 of &erit.

SO ORDERED. Private respondent sou1ht relief before the Court of )ppeals which, on "arch !#, !$$%, rendered the assailed decision reversin1 the 4ud1&ent of the trial court. Petitioners7 &otion for reconsideration - was denied b the Court of )ppeals in a Resolution 3 dated October !!, !$$%. 0ence, the present petition. )s a side*bar to the proceedin1s, petitioners filed Cri&inal Case No. -33?% a1ainst /an En1 8a and =ilborn /an for the use of alle1edl falsified docu&ents in a 4udicial proceedin1. Petitioners co&plained that EDhibits @,@ to @,*>@ offered b the defendants before the trial court, consistin1 of pa rolls indicatin1 that /an En1 2ee was a &ere e&plo ee of ;en1uet 8u&ber, were fa6e, based on the discrepanc in the si1natures of /an En1 2ee. /he also filed Cri&inal Cases Nos. -33?-*-33-: a1ainst +loria, Eulia, Euliano, =illie, =ilfredo, Eean, "ar and =ill , all surna&ed /an, for alle1ed falsification of co&&ercial docu&ents b a private individual. On "arch (:, !$$$, the "unicipal /rial Court of ;a1uio Cit , ;ranch !, wherein the char1es were filed, rendered 4ud1&ent $ dis&issin1 the cases for insufficienc of evidence. In their assi1n&ent of errors, petitioners clai& that. I /0E 0ONOR);8E CO>R/ O' )PPE)8S ERRED IN 0O8DIN+ /0)/ /0ERE =)S NO P)R/NERS0IP ;E/=EEN /0E 8)/E /)N EN+ 2EE )ND 0IS ;RO/0ER /)N EN+ 8)9 ;EC)>SE. F)A /0ERE =)S NO 'IR" )CCO>N/B F;A /0ERE =)S NO 'IR" 8E//ER0E)DS S>;"I//ED )S EVIDENCEB FCA /0ERE =)S NO CER/I'IC)/E O' P)R/NERS0IPB FDA /0ERE =)S NO )+REE"EN/ )S /O PRO'I/S )ND 8OSSESB )ND FEA /0ERE =)S NO /I"E 'IGED 'OR /0E D>R)/ION O' /0E P)R/NERS0IP FP)+E !#, DECISIONA. II /0E 0ONOR);8E CO>R/ O' )PPE)8S ERRED IN RE89IN+ SO8E89 ON /0E SE8'*SERVIN+ /ES/I"ON9 O' RESPONDEN/ /)N EN+ 8)9 /0)/ ;EN+>E/ 8>";ER =)S ) SO8E PROPRIE/ORS0IP )ND /0)/ /)N EN+ 2EE =)S ON89 )N E"P8O9EE /0EREO'. III /0E 0ONOR);8E CO>R/ O' )PPE)8S ERRED IN 0O8DIN+ /0)/ /0E 'O88O=IN+ ')C/S =0IC0 =ERE D>89 S>PPOR/ED ;9 EVIDENCE O' ;O/0 P)R/IES DO NO/ S>PPOR/ /0E EGIS/ENCE O' ) P)R/NERS0IP E>S/ ;EC)>SE /0ERE =)S NO )R/IC8ES O' P)R/NERS0IP D>89 RECORDED ;E'ORE /0E SEC>RI/IES )ND EGC0)N+E CO""ISSION. a. /0)/ /0E ')"I8IES O' /)N EN+ 2EE )ND /)N EN+ 8)9 =ERE )88 8IVIN+ )/ /0E ;EN+>E/ 8>";ER CO"PO>NDB b. /0)/ ;O/0 /)N EN+ 8)9 )ND /)N EN+ 2EE =ERE CO"")NDIN+ /0E E"P8O9EES O' ;EN+>E/ 8>";ERB c. /0)/ ;O/0 /)N EN+ 2EE )ND /)N EN+ 8)9 =ERE S>PERVISIN+ /0E E"P8O9EES /0EREINB d. /0)/ /)N EN+ 2EE )ND /)N EN+ 8)9 =ERE /0E ONES DE/ER"ININ+ /0E PRICES O' S/OC2S /O ;E SO8D /O /0E P>;8ICB )ND e. /0)/ /)N EN+ 8)9 )ND /)N EN+ 2EE =ERE /0E ONES ")2IN+ ORDERS /O /0E S>PP8IERS FP)+E !3, DECISIONA. IV /0E 0ONOR);8E CO>R/ O' )PPE)8S ERRED IN 0O8DIN+ /0)/ /0ERE =)S NO P)R/NERS0IP E>S/ ;EC)>SE /0E C0I8DREN O' /0E 8)/E /)N EN+ 2EE. E8PIDIO /)N )ND VERONIC) C0OI, /O+E/0ER =I/0 /0EIR =I/NESS ;E)/RIH /)NDOC, )D"I//ED /0)/ /0E9 DO NO/ 2NO= =0EN /0E ES/);8IS0"EN/ 2NO=N IN ;)+>IO CI/9 )S ;EN+>E/ 8>";ER =)S S/)R/ED )S ) P)R/NERS0IP FP)+E !%*!-, DECISIONA. V /0E 0ONOR);8E CO>R/ O' )PPE)8S ERRED IN 0O8DIN+ /0)/ /0ERE =)S NO P)R/NERS0IP ;E/=EEN /0E 8)/E /)N EN+ 2EE )ND 0IS ;RO/0ER /)N EN+ 8)9 ;EC)>SE /0E PRESEN/ C)PI/)8 OR )SSE/S O' ;EN+>E/ 8>";ER

IS DE'INI/E89 "ORE /0)N P#,:::.:: )ND )S S>C0 /0E EGEC>/ION O' ) P>;8IC INS/R>"EN/ CRE)/IN+ ) P)R/NERS0IP S0O>8D 0)VE ;EEN ")DE )ND NO S>C0 P>;8IC INS/R>"EN/ ES/);8IS0ED ;9 /0E )PPE88EES FP)+E !-, DECISIONA. )s a pre&ise, we reiterate the oft*repeated rule that findin1s of facts of the Court of )ppeals will not be disturbed on appeal if such are supported b the evidence.!: Our 4urisdiction, it &ust be e&phasi5ed, does not include review of factual issues. /hus. Filing of petition with Supreme Court. I ) part desirin1 to appeal b certiorari fro& a 4ud1&ent or final order or resolution of the Court of )ppeals, the Sandi1anba an, the Re1ional /rial Court or other courts whenever authori5ed b law, &a file with the Supre&e Court a verified petition for review on certiorari. The petition shall raise only questions of law which must be distinctly set forth.!! Je&phasis suppliedK )d&itted eDceptions have been reco1ni5ed, thou1h, and when present, &a co&pel us to anal 5e the evidentiar basis on which the lower court rendered 4ud1&ent. Review of factual issues is therefore warranted. F!A when the factual findin1s of the Court of )ppeals and the trial court are contradictor B F(A when the findin1s are 1rounded entirel on speculation, sur&ises, or con4ecturesB F#A when the inference &ade b the Court of )ppeals fro& its findin1s of fact is &anifestl &ista6en, absurd, or i&possibleB F,A when there is 1rave abuse of discretion in the appreciation of factsB F?A when the appellate court, in &a6in1 its findin1s, 1oes be ond the issues of the case, and such findin1s are contrar to the ad&issions of both appellant and appelleeB F%A when the 4ud1&ent of the Court of )ppeals is pre&ised on a &isapprehension of factsB F-A when the Court of )ppeals fails to notice certain relevant facts which, if properl considered, will 4ustif a different conclusionB F3A when the findin1s of fact are the&selves conflictin1B F$A when the findin1s of fact are conclusions without citation of the specific evidence on which the are basedB and F!:A when the findin1s of fact of the Court of )ppeals are pre&ised on the absence of evidence but such findin1s are contradicted b the evidence on record.!( In reversin1 the trial court, the Court of )ppeals ruled, to wit. =e note that the Court a quo over eDtended the issue because while the plaintiffs &entioned onl the eDistence of a partnership, the Court in turn went be ond that b 4ustif in1 the eDistence of a 4oint venture. =hen &ention is &ade of a 4oint venture, it would presuppose parit of standin1 between the parties, e<ual proprietar interest and the eDercise b the parties e<uall of the conduct of the business, thus. DDD DDD DDD

=e have the ad&ission that the father of the plaintiffs was not a partner of the ;en1uet 8u&ber before the war. /he appellees however ar1ued that FRollo, p. !:,B ;rief, p. %A this is because durin1 the war, the entire stoc6s of the pre*war ;en1uet 8u&ber were confiscated if not burned b the Eapanese. )fter the war, because of the absence of capital to start a lu&ber and hardware business, 8a and 2ee pooled the proceeds of their individual businesses earned fro& bu in1 and sellin1 &ilitar supplies, so that the co&&on fund would be enou1h to for& a partnership, both in the lu&ber and hardware business. /hat 8a and 2ee actuall established the ;en1uet 8u&ber in ;a1uio Cit , was even testified to b witnesses. ;ecause of the poolin1 of resources, the post* war ;en1uet 8u&ber was eventuall established. /hat the father of the plaintiffs and 8a were partners, is obvious fro& the fact that. F!A the conducted the affairs of the business durin1 2ee7s lifeti&e, 4ointl , F(A the were the ones 1ivin1 orders to the e&plo ees, F#A the were the ones preparin1 orders fro& the suppliers, F,A their fa&ilies sta ed to1ether at the ;en1uet 8u&ber co&pound, and F?A all their children were e&plo ed in the business in different capacities. DDD DDD DDD

It is obvious that there was no partnership whatsoever. EDcept for a fir& na&e, there was no fir& account, no fir& letterheads sub&itted as evidence, no certificate of partnership, no a1ree&ent as to profits and losses, and no ti&e fiDed for the duration of

the partnership. /here was even no atte&pt to sub&it an accountin1 correspondin1 to the period after the war until 2ee7s death in !$3,. It had no business boo6, no written account nor an &e&orandu& for that &atter and no license &entionin1 the eDistence of a partnership Jcitation o&ittedK. )lso, the eDhibits support the establish&ent of onl a proprietorship. /he certification dated "arch ,, !$-!, EDhibit @(@, &entioned co*defendant 8a as the onl re1istered owner of the ;en1uet 8u&ber and 0ardware. 0is application for re1istration, effective !$?,, in fact &entioned that his business started in !$,? until !$3? Fthereafter, the incorporationA. /he deceased, 2ee, on the other hand, was &erel an e&plo ee of the ;en1uet 8u&ber Co&pan , on the basis of his SSS covera1e effective !$?3, EDhibit @#@. In the Pa rolls, EDhibits @,@ to @,*>@, inclusive, for the ears !$3( to !$3#, 2ee was si&ilarl listed onl as an e&plo eeB precisel , he was on the pa roll listin1. In the /er&ination Notice, EDhibit @?@, 8a was &entioned also as the proprietor. DDD DDD DDD

=e would li6e to refer to )rts. --! and --(, NCC, that a partner JsicK &a be constituted in an for&, but when an i&&ovable is constituted, the eDecution of a public instru&ent beco&es necessar . /his is e<uall true if the capitali5ation eDceeds P#,:::.::, in which case a public instru&ent is also necessar , and which is to be recorded with the Securities and EDchan1e Co&&ission. In this case at bar, we can easil assu&e that the business establish&ent, which fro& the lan1ua1e of the appellees, prospered Fpars. ? L $, Co&plaintA, definitel eDceeded P#,:::.::, in addition to the accu&ulation of real properties and to the fact that it is now a co&pound. /he eDecution of a public instru&ent, on the other hand, was never established b the appellees. )nd then in !$3!, the business was incorporated and the incorporators were onl 8a and the &e&bers of his fa&il . /here is no proof either that the capital assets of the partnership, assu&in1 the& to be in eDistence, were &aliciousl assi1ned or transferred b 8a , supposedl to the corporation and since then have been treated as a part of the latter7s capital assets, contrar to the alle1ations in pars. %, - and 3 of the co&plaint. These are not evidences supportin1 the eDistence of a partnership. !A /hat 2ee was livin1 in a bun6 house 4ust across the lu&ber store, and then in a roo& in the bun6 house in /rinidad, but within the co&pound of the lu&ber establish&ent, as testified to b /andocB (A that both 8a and 2ee were seated on a table and were @co&&andin1 people@ as testified to b the son, Elpidio /anB #A that both were supervisin1 the laborers, as testified to b Victoria ChoiB and ,A that Dionisio Peralta was supposedl bein1 told b 2ee that the proceeds of the 3: pieces of the +.I. sheets were added to the business. Partnership presupposes the followin1 ele&ents Jcitation o&ittedK. !A a contract, either oral or written. 0owever, if it involves real propert or where the capital is P#,:::.:: or &ore, the eDecution of a contract is necessar B (A the capacit of the parties to eDecute the contractB #A &one propert or industr contributionB ,A co&&unit of funds and interest, &entionin1 e<ualit of the partners or one havin1 a proportionate share in the benefitsB and ?A intention to divide the profits, bein1 the true test of the partnership. /he intention to 4oin in the business venture for the purpose of obtainin1 profits thereafter to be divided, &ust be established. =e cannot see these ele&ents fro& the testi&onial evidence of the appellees. )s can be seen, the appellate court disputed and differed fro& the trial court which had ad4ud1ed that /)N EN+ 2EE and /)N EN+ 8)9 had alle1edl entered into a 4oint venture. In this connection, we have held that whether a partnership eDists is a factual &atterB conse<uentl , since the appeal is brou1ht to us under Rule ,?, we cannot entertain in<uiries relative to the correctness of the assess&ent of the evidence b the court a <uo.!# Inas&uch as the Court of )ppeals and the trial court had reached conflictin1 conclusions, perforce we &ust eDa&ine the record to deter&ine if the reversal was 4ustified. /he pri&ordial issue here is whether /an En1 2ee and /an En1 8a were partners in ;en1uet 8u&ber. ) contract of partnership is defined b law as one where. . . . two or &ore persons bind the&selves to contribute &one , propert , or industr to a co&&on fund, with the intention of dividin1 the profits a&on1 the&selves. /wo or &ore persons &a also for& a partnership for the eDercise of a profession. !, /hus, in order to constitute a partnership, it &ust be established that F!A two or &ore persons bound the&selves to contribute &one , propert , or industr to a co&&on fund, and F(A the intend to divide the profits a&on1 the&selves. !? /he a1ree&ent need not be for&all reduced into writin1, since statute allows the oral constitution of a partnership, save in two instances. F!A when i&&ovable propert or real ri1hts are contributed, !% and F(A when the partnership has a capital of three thousand pesos or &ore.!- In both cases, a public instru&ent is re<uired.!3 )n inventor to be si1ned b the parties and attached to the public instru&ent is also indispensable to the validit of the partnership whenever i&&ovable propert is contributed to the partnership. !$ /he trial court deter&ined that /an En1 2ee and /an En1 8a had entered into a 4oint venture, which it said is a6in to a particular partnership.(: ) particular partnership is distin1uished fro& a 4oint adventure, to wit.

FaA ) 4oint adventure Fan )&erican concept si&ilar to our 4oint accountsA is a sort of infor&al partnership, with no fir& na&e and no le1al personalit . In a 4oint account, the participatin1 &erchants can transact business under their own na&e, and can be individuall liable therefor. FbA >suall , but not necessaril a 4oint adventure is li&ited to a SIN+8E /R)NS)C/ION, althou1h the business of pursuin1 to a successful ter&ination &a continue for a nu&ber of earsB a partnership 1enerall relates to a continuin1 business of various transactions of a certain 6ind.(! ) 4oint venture @presupposes 1enerall a parit of standin1 between the 4oint co*ventures or partners, in which each part has an e<ual proprietar interest in the capital or propert contributed, and where each part eDercises e<ual ri1hts in the conduct of the business.@(( Nonetheless, in )urbach, et. al. v. Sanitar =ares "anufacturin1 Corporation, et. al., (# we eDpressed the view that a 4oint venture &a be li6ened to a particular partnership, thus. /he le1al concept of a 4oint venture is of co&&on law ori1in. It has no precise le1al definition, but it has been 1enerall understood to &ean an or1ani5ation for&ed for so&e te&porar purpose. F+ates v. "e1ar1el, (%% 'ed. 3!! J!$(:KA It is hardl distin1uishable fro& the partnership, since their ele&ents are si&ilar I co&&unit of interest in the business, sharin1 of profits and losses, and a &utual ri1ht of control. F;lac6ner v. "cDer&ott, !-% '. (d. ,$3, J!$,$KB Carboneau v. Peterson, $? P.(d., !:,# J!$#$KB ;uc6le v. Chadwic6, ,? Cal. (d. !3#, (33 P.(d. !( (3$ P.(d. (,( J!$??KA. /he &ain distinction cited b &ost opinions in co&&on law 4urisdiction is that the partnership conte&plates a 1eneral business with so&e de1ree of continuit , while the 4oint venture is for&ed for the eDecution of a sin1le transaction, and is thus of a te&porar nature. F/ufts v. "ann. !!% Cal. )pp. !-:, ( P. (d. ?:: J!$#!KB 0ar&on v. "artin, #$? Ill. ?$?, -! NE (d. -, J!$,-KB +ates v. "e1ar1el (%% 'ed. 3!! J!$(:KA. /his observation is not entirel accurate in this 4urisdiction, since under the Civil Code, a partnership &a be particular or universal, and a particular partnership &a have for its ob4ect a specific underta6in1. F)rt. !-3#, Civil CodeA. It would see& therefore that under Philippine law, a 4oint venture is a for& of partnership and should thus be 1overned b the law of partnerships. /he Supre&e Court has however reco1ni5ed a distinction between these two business for&s, and has held that althou1h a corporation cannot enter into a partnership contract, it &a however en1a1e in a 4oint venture with others. F)t p. !(, /ua5on v. ;olaMos, $? Phil. $:% J!$?,KA FCa&pos and 8ope5*Ca&pos Co&&ents, Notes and Selected Cases, Corporation Code !$3!A. >ndoubtedl , the best evidence would have been the contract of partnership itself, or the articles of partnership but there is none. /he alle1ed partnership, thou1h, was never for&all or1ani5ed. In addition, petitioners point out that the New Civil Code was not et in effect when the partnership was alle1edl for&ed so&eti&e in !$,?, althou1h the contrar &a well be ar1ued that nothin1 prevented the parties fro& co&pl in1 with the provisions of the New Civil Code when it too6 effect on )u1ust #:, !$?:. ;ut all that is in the past. /he net effect, however, is that we are as6ed to deter&ine whether a partnership eDisted based purel on circu&stantial evidence. ) review of the record persuades us that the Court of )ppeals correctl reversed the decision of the trial court. /he evidence presented b petitioners falls short of the <uantu& of proof re<uired to establish a partnership. >nfortunatel for petitioners, /an En1 2ee has passed awa . Onl he, aside fro& /an En1 8a , could have eDpounded on the precise nature of the business relationship between the&. In the absence of evidence, we cannot accept as an established fact that /an En1 2ee alle1edl contributed his resources to a co&&on fund for the purpose of establishin1 a partnership. /he testi&onies to that effect of petitioners7 witnesses is directl controverted b /an En1 8a . It should be noted that it is not with the nu&ber of witnesses wherein preponderance liesB(, the <ualit of their testi&onies is to be considered. None of petitioners7 witnesses could suitabl account for the be1innin1s of ;en1uet 8u&ber Co&pan , eDcept perhaps for Dionisio Peralta whose deceased wife was related to "atilde )bubo. (? 0e stated that when he &et /an En1 2ee after the liberation, the latter as6ed the for&er to acco&pan hi& to 1et 3: pieces of +.I. sheets supposedl owned b both brothers.(%/an En1 8a , however, denied 6nowled1e of this &eetin1 or of the conversation between Peralta and his brother. (- /an En1 8a consistentl testified that he had his business and his brother had his, that it was onl later on that his said brother, /an En1 2ee, ca&e to wor6 for hi&. ;e that as it &a , co*ownership or co*possession Fspecificall here, of the +.I. sheetsA is not an indiciu& of the eDistence of a partnership.(3 ;esides, it is indeed odd, if not unnatural, that despite the fort ears the partnership was alle1edl in eDistence, /an En1 2ee never as6ed for an accountin1. /he essence of a partnership is that the partners share in the profits and losses. ($ Each has the ri1ht to de&and an accountin1 as lon1 as the partnership eDists.#: =e have allowed a scenario wherein @JiKf eDcellent relations eDist a&on1 the partners at the start of the business and all the partners are &ore interested in seein1 the fir& 1row rather than 1et i&&ediate returns, a defer&ent of sharin1 in the profits is perfectl plausible.@ #! ;ut in the situation in the case at bar, the defer&ent, if an , had 1one on too lon1 to be plausible. ) person is presu&ed to ta6e ordinar care of his concerns. #( )s we eDplained in another case. In the first place, plaintiff did not furnish the supposed P(:,:::.:: capital. In the second place, she did not furnish an help or intervention in the &ana1e&ent of the theatre. In the third place, it does not appear that she has even demanded from defendant any accounting of the expenses and earnings of the business. Were she really a partner, her first concern should have been to find out how the business was progressing, whether the expenses were legitimate, whether the earnings were correct, etc. She was absolutely silent with respect to any of the acts that a partner should have done B all that she did was to receive her share of P#,:::.:: a &onth, which cannot be interpreted in an &anner than a pa &ent for the use of the pre&ises which she had leased fro& the owners. Clearl , plaintiff had alwa s acted in accordance with the ori1inal letter of defendant of Eune !-, !$,? FEDh. @)@A, which shows that both parties considered this offer as the real contract between the&. ## Je&phasis suppliedK ) de&and for periodic accountin1 is evidence of a partnership. #, Durin1 his lifeti&e, /an En1 2ee appeared never to have &ade an such de&and for accountin1 fro& his brother, /an1 En1 8a . /his brin1s us to the &atter of EDhibits @,@ to @,*>@ for private respondents, consistin1 of pa rolls purportin1 to show that /an En1 2ee was an ordinar e&plo ee of ;en1uet 8u&ber, as it was then called. /he authenticit of these docu&ents was <uestioned b petitioners, to the

eDtent that the filed cri&inal char1es a1ainst /an En1 8a and his wife and children. )s aforesaid, the cri&inal cases were dis&issed for insufficienc of evidence. EDhibits @,@ to @,*>@ in fact shows that /an En1 2ee received su&s as wa1es of an e&plo ee. In connection therewith, )rticle !-%$ of the Civil Code provides. In deter&inin1 whether a partnership eDists, these rules shall appl . F!A EDcept as provided b )rticle !3(?, persons who are not partners as to each other are not partners as to third personsB F(A Co*ownership or co*possession does not of itself establish a partnership, whether such co*owners or co*possessors do or do not share an profits &ade b the use of the propert B F#A /he sharin1 of 1ross returns does not of itself establish a partnership, whether or not the persons sharin1 the& have a 4oint or co&&on ri1ht or interest in an propert which the returns are derivedB F,A /he receipt b a person of a share of the profits of a business is a prima facie evidence that he is a partner in the business, but no such inference shall be drawn if such profits were received in pa &ent. FaA )s a debt b install&ent or otherwiseB FbA )s wa1es of an e&plo ee or rent to a landlordB FcA )s an annuit to a widow or representative of a deceased partnerB FdA )s interest on a loan, thou1h the a&ount of pa &ent var with the profits of the businessB FeA )s the consideration for the sale of a 1oodwill of a business or other propert b install&ents or otherwise. In the li1ht of the afore<uoted le1al provision, we conclude that /an En1 2ee was onl an e&plo ee, not a partner. Even if the pa rolls as evidence were discarded, petitioners would still be bac6 to s<uare one, so to spea6, since the did not present and offer evidence that would show that /an En1 2ee received a&ounts of &one alle1edl representin1 his share in the profits of the enterprise. Petitioners failed to show how &uch their father, /an En1 2ee, received, if an , as his share in the profits of ;en1uet 8u&ber Co&pan for an particular period. 0ence, the failed to prove that /an En1 2ee and /an En1 8a intended to divide the profits of the business between the&selves, which is one of the essential features of a partnership. Nevertheless, petitioners would still want us to infer or believe the alle1ed eDistence of a partnership fro& this set of circu&stances. that /an En1 8a and /an En1 2ee were co&&andin1 the e&plo eesB that both were supervisin1 the e&plo eesB that both were the ones who deter&ined the price at which the stoc6s were to be soldB and that both placed orders to the suppliers of the ;en1uet 8u&ber Co&pan . /he also point out that the fa&ilies of the brothers /an En1 2ee and /an En1 8a lived at the ;en1uet 8u&ber Co&pan co&pound, a privile1e not eDtended to its ordinar e&plo ees. 0owever, private respondent counters that. Petitioners see& to have &issed the point in assertin1 that the above enu&erated powers and privile1es 1ranted in favor of /an En1 2ee, were indicative of his bein1 a partner in ;en1uet 8u&ber for the followin1 reasons. FiA even a &ere supervisor in a co&pan , factor or store 1ives orders and directions to his subordinates. So lon1, therefore, that an e&plo ee7s position is hi1her in ran6, it is not unusual that he orders around those lower in ran6. FiiA even a &essen1er or other trusted e&plo ee, over who& confidence is reposed b the owner, can order &aterials fro& suppliers for and in behalf of ;en1uet 8u&ber. 'urther&ore, even a partner does not necessaril have to perfor& this particular tas6. It is, thus, not an indication that /an En1 2ee was a partner. FiiiA althou1h /an En1 2ee, to1ether with his fa&il , lived in the lu&ber co&pound and this privile1e was not accorded to other e&plo ees, the undisputed fact re&ains that Tan ng !ee is the brother of Tan ng "ay . Naturall , close personal relations eDisted between the&. =hatever privile1es /an En1 8a 1ave his brother, and which were not 1iven the other e&plo ees, onl proves the 6indness and 1enerosit of /an En1 8a towards a blood relative. FivA and even if it is assu&ed that /an En1 2ee was <uarrelin1 with /an En1 8a in connection with the pricin1 of stoc6s, this does not ade<uatel prove the eDistence of a partnership relation between the&. Even hi1hl confidential e&plo ees and the owners of a co&pan so&eti&es ar1ue with respect to certain &atters which, in no wa indicates that the are partners as to each other. #? In the instant case, we find private respondent7s ar1u&ents to be well*ta6en. =here circu&stances ta6en sin1l &a be inade<uate to prove the intent to for& a partnership, nevertheless, the collective effect of these circu&stances &a be such as to support a findin1 of the

eDistence of the parties7 intent.#% 9et, in the case at bench, even the aforesaid circu&stances when ta6en to1ether are not persuasive indicia of a partnership. /he onl tend to show that /an En1 2ee was involved in the operations of ;en1uet 8u&ber, but in what capacit is unclear. =e cannot discount the li6elihood that as a &e&ber of the fa&il , he occupied a niche above the ran6*and*file e&plo ees. 0e would have en4o ed liberties otherwise unavailable were he not 6in, such as his residence in the ;en1uet 8u&ber Co&pan co&pound. 0e would have &oral, if not actual, superiorit over his fellow e&plo ees, thereb entitlin1 hi& to eDercise powers of supervision. It &a even be that a&on1 his duties is to place orders with suppliers. )1ain, the circu&stances proffered b petitioners do not provide a lo1ical neDus to the conclusion desiredB these are not inconsistent with the powers and duties of a &ana1er, even in a business or1ani5ed and run as infor&all as ;en1uet 8u&ber Co&pan . /here bein1 no partnership, it follows that there is no dissolution, windin1 up or li<uidation to spea6 of. 0ence, the petition &ust fail. -HEREFORE, the petition is hereb denied, and the appealed decision of the Court of )ppeals is hereb AFFIRME* in toto. No pronounce&ent as to costs. SO OR*ERE*. #ellosillo, $endo%a, &uisumbing and #uena, '' ., concur.