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CASE DIGESTS: ARTICLES 1767 TO 1783

1 EVANGELISTA, ET. AL. V. CIR


102 PHIL 140
The essential elements of a partnership are the
following:
1. An agreement to contribute money, property,
or industry to a common fund
2. Intent to divide the profits among the
contracting parties.
The first element is admittedly present in this
case.
The petitioners have agreed to and did contribute
money and property to a common fund.
On the second element, considering the facts and
circumstances of the case, it is shown that the
purpose
was to engage in real estate transactions for
monetary
gain and then divide the same among themselves
because:
1. They created the fund purposedly
2. They invested the same not only in one
transaction but in a series of transactions
3. The properties were not used for personal
consumption or residential use but were
leased separately to several persons
4. The properties were under the management
of one person
Although, taken singly, they might not suffice to
establish the intent necessary to constitute a
partnership, the collective effect of these
circumstances
is such as to leave no room for doubt of the
existence
of said intent in petitioners herein.
*For purposes of the tax on corporations, our
NIRC
includes these partnershipswith the exception
only of
general copartnershipswithin the purview of the
term
corporation. It thus clear clear to our mind that
petitioners herein constitute a partnership,
insofar as
the Code is concerned, and are subject to the
income
tax for corporations.
2 LAGUNA TRANSPORTATION CO. V. SSS
107 PHIL 833
While it is true that a corporation once formed is
conferred a juridical personality separate and
distinct
from the persons composing it, it is but of legal
fiction
introduced for the purposes of convenience and
to
subverve the ends of justice. The concept cannot
be
extended to a point beyond its reasons and
policy, and
when invoked in support of an end subversive of
this
policy, will be disregarded by the courts.
3 TUAZON V. BOLANOS
95 PHIL 106
There is nothing against one corporation being
represented by another person, natural or
juridical, in a
suit in court.
The contention that Gregorio Araneta Inc. cannot
act as

managing partner for plaintiff on the theory that


it is
illegal for two corporations to enter into a
partnership is
without merit, for the true rule is that though a
corporation has no power into a partnership, it
may
nevertheless enter into a joint venture with
another
where the nature of that venture is in line with
the
business authorized by its charter.
4 WOODHOUSE V. HALILI
93 PHIL 526
A contract to form a partnership cannot be
executed.
It entails an obligation to do. The law recognizes
the
individuals freedom to do an act he has promised
to
do, or not to do it, as he pleases. This is a very
personal act of which courts may not compel
compliance, as it is considered as an act of
violence to
do so.
5 EVANGELISTA V. ABAD SANTOS
51 SCRA 416
It is not disputed that the prohibition against an
industrial partner engaging in business for
himself
seeks to prevent any conflict in interest between
the
industrial partner and the partnership, and to
insure
faithful compliance by said partner with his
prestation.
6 MORAN V. CA
133 SCRA 98
1. Partner who promises to contribute to
partnership becomes promissory debtor of
latter.
2. Essence of partnership is that partners share
in profits and losses.
3. Partner entitled to recover shares of profits
and losses realized by venture.
4. Where partnership venture is a failure, a
partner is not entitled to any commission
promised by co-partner where agreement
doesnt state basis of commission.
7 THE LEYTE-SAMAR CO. V. CEA
93 PHIL 100
A partner is not a creditor of the partnership.
8 COMMISSIONER OF INTERNAL REVENUE
V. SUTER
27 SCRA 152
1. Where a company is not a universal
partnershipwhen the contributions of the
partners were fixed sums of money and
neither one of them was an industrial
partner, it follows that it is not a partnership
wherein spouses are forbidden to enter. Nor
could the subsequent marriage of the
partners operate to dissolve it, such marriage
being one of the causes provided for that
purpose.
2. The marriage of the partners doesnt make
the company a sole proprietorship when the
capital contributions of the partners were
separately owned and contributed by them

before their marriage, and after they were


joined in wedlock, such contributions
remained their respective separate property.
9 IN RE: PETITION FOR AUTHORITY, ETC.
92 SCRA 1
It is tacitly provided for in the pertinent provisions
of
the Civil Code in Partnership that names in a firm
name
of a partnership must either be those of living
partners

and, in the case of non-partners, should be living


persons who can subjected to liability. It is also
provided in the Code that a third person is
precluded
from including his name in the firm name under
pain of
assuming liability. The heirs of a deceased
partner in a
law firm cannot be held liable as the old members
of
the creditor of a firm particularly where they are
nonlawyers.