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The document summarizes a case between Marjorie Tocao, William Belo, and Nenita Anay regarding a disputed partnership. It finds that:
1) Though the partnership agreement was not in writing, the actions and contributions of the parties were sufficient to establish a partnership under Philippine law.
2) Nenita Anay contributed her expertise in marketing and business development, making her an industrial partner rather than an employee.
3) The termination of Anay by Tocao did not dissolve the partnership, as partnerships can only be dissolved according to law. An accounting of partnership profits and assets was still required.
The document summarizes a case between Marjorie Tocao, William Belo, and Nenita Anay regarding a disputed partnership. It finds that:
1) Though the partnership agreement was not in writing, the actions and contributions of the parties were sufficient to establish a partnership under Philippine law.
2) Nenita Anay contributed her expertise in marketing and business development, making her an industrial partner rather than an employee.
3) The termination of Anay by Tocao did not dissolve the partnership, as partnerships can only be dissolved according to law. An accounting of partnership profits and assets was still required.
The document summarizes a case between Marjorie Tocao, William Belo, and Nenita Anay regarding a disputed partnership. It finds that:
1) Though the partnership agreement was not in writing, the actions and contributions of the parties were sufficient to establish a partnership under Philippine law.
2) Nenita Anay contributed her expertise in marketing and business development, making her an industrial partner rather than an employee.
3) The termination of Anay by Tocao did not dissolve the partnership, as partnerships can only be dissolved according to law. An accounting of partnership profits and assets was still required.
MARJORIE TOCAO and WILLIAM T. BELO, petitioners, vs.
COURT OF APPEALS and NENITA A. ANAY, respondents.
Fortunato M. Lira for petitioners (P) Rodolfo D. Mapile for private respondent (R) Facts: William Belo (P) introduced Nenita Anay (R) to Marjorie Tocao (P). Anay epressed !er desire to !ave a joint venture for importation and local distru"ution of #itc!en coo#$ares. %!e "ecame t!e !ead of mar#etin& and later on, 'P for %ales, Tocao as President and (eneral Mana&er and Belo as capitalist, and t!e parties a&reed t!at Anay $ill receive) (*) ten percent (*+,) of t!e annual net profits of t!e "usiness- (.) overridin& commission of si percent (/,) of t!e overall $ee#ly production- (0) t!irty percent (0+,) of t!e sales s!e $ould ma#e- and (1) t$o percent (.,) for !er demonstration services. T!e a&reement $as not reduced to $ritin& on t!e stren&t! of Belo2s assurances. After$ards, Anay successfully secured t!e distri"utors!ip of t!e coo#$are products from West Bend 3ompany $!ic! operated under its local distri"utor 4 (eminesse 5nterprise, $it! Marjorie Tocao as sole proprietor. %!e $as re$arded for t!is $it! a pla6ue of appreciation and a 07, commission for !er personal sales alon& $it! a *+, s!are in profits. 8n 9 8cto"er *9:7 Anay learned t!at s!e $as terminated "y Tocao. %!e t!en attempted to contact Belo and demand !er overridin& commission for ;anuary to <e"ruary *9:: and t!e audit of t!e company to determine !er s!ares "ut s!e did not receive a response. %!e, !o$ever, received !er =, overridin& commission until >ecem"er *9:7 only. 8n = April *9:: Anay filed a complaint for sum of money $it! dama&es a&ainst Tocao and Belo and prayed t!at s!e "e paid !er *) demanded overridin& commission for ;anuary to <e"ruary *9::- .) moral and eemplary dama&es of *++,+++pesos respectively- 0) an audit of (eminesse 5nterprise2s finance from inception until s!e $as ?ille&ally terminated@ to determine !er *+, s!are in profts- and 1) =, ovverridin& commission on t!e remainin& West Bend 3oo#$are set "efore !er ?dismissal@. Tocao and Belo asserted t!at t!e ?alle&ed a&reement@ $it! Anay t!at $as ?neit!er reduced in $ritin&, nor ratified,@ $as ?eit!er unenforcea"le or void or ineistent.@ T!ere could not !ave "een a partners!ip "ecause, as Anay !erself admitted, (eminesse 5nterprise $as t!e sole proprietors!ip of Marjorie Tocao. Anay merely acted as mar#etin& demonstrator of (eminesse 5nterprise for an a&reed remuneration, and !er complaint referred to eit!er !er compensation or dismissal, suc! complaint s!ould !ave "een lod&ed $it! t!e >epartment of Aa"or and not $it! t!e re&ular court. BeloBs claim t!at !e $as merely a ?&uarantor@ !as no "asis since t!ere $as no $ritten evidence t!ereof as re6uired "y Article .+== of t!e 3ivil 3ode. Moreover, !is acts of attendin& andCor presidin& over meetin&s of (eminesse 5nterprise plus !is issuance of a memo &ivin& Anay 07, commission on personal sales "elied t!is.
Issue: W8N t!ere $as an eistin& "usiness partners!ip. Ratio: Des, even t!ou&! it $as not reduced to $ritin& in t!is case, t!ere is an eistin& partners!ip as it can "e instituted in any form (Article *77*). T!e fact t!at it $as re&istered as a sole proprietors!ip is of no moment for suc! re&istration $as only for t!e companyBs trade name. To "e considered a juridical personality, a partners!ip must fulfill t!ese re6uisites) (*) t$o or more persons "ind t!emselves to contri"ute money, property or industry to a common fund- and (.) intention on t!e part of t!e partners to divide t!e profits amon& t!emselves. Et may "e constituted in any form- a pu"lic instrument is necessary only $!ere immova"le property or real ri&!ts are contri"uted t!ereto. T!is implies t!at since a contract of partners!ip is consensual, an oral contract of partners!ip is as &ood as a $ritten one. Anay cannot "e considered as an employee. Parties admitted of Anay2s epertise to en&a&e in "usiness of distri"utors!ip of coo#$are and suc! epertise to t!e partners!ip $!ic! s!e contri"uted is deemed "y t!e la$ as t!at of an industrial mana&in& partner. Fer reputation and indispensa"le role in puttin& up t!e "usiness, and it2s setGup led t!ird persons to "elieve t!at a partners!ip !as "een for&ed. A mere fallin& out or misunderstandin& "et$een partners does not convert t!e partners!ip into a s!am or&aniHation. T!e partners!ip eists until dissolved under t!e la$. %ince t!e partners!ip created "y petitioners and private respondent !as no fied term and is t!erefore a partners!ip at $ill predicated on t!eir mutual desire and consent, it may "e dissolved "y t!e $ill of a partner. An unjustified dissolution "y a partner can su"ject !im to action for dama&es "ecause "y t!e mutual a&ency t!at arises in a partners!ip, t!e doctrine of delectus personae allo$s t!e partners to !ave t!e power, alt!ou&! not necessarily t!e right to dissolve t!e partners!ip. Tocao effected !er o$n $it!dra$al from t!e partners!ip t!rou&! and considered !erself as !avin& ceased to "e associated $it! t!e partners!ip in t!e carryin& on of t!e "usiness. Nevert!eless, t!e partners!ip $as not terminated t!ere"y- it continues until t!e $indin& up of t!e "usiness. T!e $indin& up of partners!ip affairs !as not yet "een underta#en "y t!e partners!ip. T!is is manifest in petitionersB claim for stoc#s t!at !ad "een entrusted to private respondent in t!e pursuit of t!e partners!ip "usiness.
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