1.

MARJORIE TOCAO & WILLIAM BELO v CA & NENITA ANAY

[G.R. No. 127405. October 4, 2000]
YNARES-SANTIAGO, J p:
Facts:
Nenita Anay, a former marketing adviser of Technolux Bangkok, accepted an offer
from William Belo and Marjorie Tocao, to become an industrial partner to a business
venture/partnership. Geminese Enterprises, a sole-proprietorship registered in Tocaos name,
would be a distributorship of cookware, and would benefit from Anays expertise and
knowledge and her connection with a kitchenware manufacturer in the US. The partnership
also agreed to use her name in securing distributorship of cookware from such
manufacturer. Anay eventually became Vice-President for sales. She organized
administrative staff and sales force. Tocao was the president and general manager of
Geminise while Belo was the capitalist partner. Anay accepted the invitation of their
manufacturer to attend a distributor/dealer meeting in Wisconsin. Upon her return, Anay
learned that Tocao had written a letter to the Cubao sales office to the effect that she was no
longer the vice-president of Geminese, and was now barred from holding office and
conducting demonstrations in the offices. Anay, failing to get a response from Belo,
demanded for the commission due her and an audit of the company, to determine her share
in the net profits.
Issue:
Whether or not the plaintiff was an employee or partner of Marjorie Tocao and Belo
Held:
Yes, the plaintiff was an employee or partner of Tocao and Belo. To be considered a
juridical personality, a partnership must fulfill these requisites: (1) two or more persons bind
themselves to contribute money, property or industry to a common fund; and (2) intention
on the part of the partners to divide the profits among themselves. It may be constituted in
any form; a public instrument is necessary only where immovable property or real rights are
contributed thereto. This implies that since a contract of partnership is consensual, an oral
contract of partnership is as good as a written one. Where no immovable property or real
rights are involved, what matters is that the parties have complied with the requisites of a
partnership. The fact that there appears to be no record in the Securities and Exchange
Commission of a public instrument embodying the partnership agreement pursuant to
Article 1772 of the Civil Code did not cause the nullification of the partnership.