Business Organization Partnership, Agency, Trust Partnership, how formed

Aurelio and Eduardo are brothers. In 1973, Aurelio alleged that Eduardo entered into a contract of
partnership with him. Aurelio showed as evidence a letter sent to him by Eduardo that the latter is
allowing Aurelio to manage their family business if Eduardo!s away" and in e#change thereof he will be
giving Aurelio $1 million or 1%& e'uity, whichever is higher. A memorandum was subse'uently made for
the said partnership agreement. (he memorandum this time stated that in e#change of Aurelio, who )ust
got married, retaining his share in the family business movie theatres, shipping and land development"
and some other immovable properties, he will be given $1 *illion or 1%& e'uity in all these businesses
and those to be subse'uently ac'uired by them whichever is greater.
In 199+ however, the relationship between the brothers went sour. And so Aurelio demanded an
accounting and the li'uidation of his share in the partnership. Eduardo did not heed and so Aurelio sued
Eduardo.
ISSUE: ,hether or not there e#ists a partnership.
HELD: -o. (he partnership is void and legally none#istent. (he documentary evidence presented by
Aurelio, i.e. the letter from Eduardo and the *emorandum, did not prove partnership.
(he 1973 letter from Eduardo on its face, contains typewritten entries, personal in tone, but is unsigned
and undated. As an unsigned document, there can be no 'uibbling that said letter does not meet the
public instrumentation re'uirements e#acted under Article 1771 how partnership is constituted" of the
.ivil .ode. *oreover, being unsigned and doubtless referring to a partnership involving more than
$3,%%%.%% in money or property, said letter cannot be presented for notari/ation, let alone registered with
the 0ecurities and E#change .ommission 0E.", as called for under the Article 177+ capitali/ation of a
partnership" of the .ode. And inasmuch as the inventory re'uirement under the succeeding Article 1773
goes into the matter of validity when immovable property is contributed to the partnership, the ne#t logical
point of in'uiry turns on the nature of Aurelio!s contribution, if any, to the supposed partnership.
(he *emorandum is also not a proof of the partnership for the same is not a public instrument and again,
no inventory was made of the immovable property and no inventory was attached to the *emorandum.
Article 1773 of the .ivil .ode re'uires that if immovable property is contributed to the partnership an
inventory shall be had and attached to the contract.