JOSEFINA P. REALUBIT vs. PROSENCIO D.

JASO and EDENG JASO

G.R. No. 178782
September 21, 2011
FACTS
Petitioner Josefina Realubit entered into a Joint Venture Agreement with Francis Eric Amaury
Biondo, a French national, for the operation of an ice manufacturing business. With Josefina as the
industrial partner and Biondo as the capitalist partner, the parties agreed that they would each receive
40% of the net profit, with the remaining 20% to be used for the payment of the ice making machine which
was purchased for the business. For and in consideration of the sum of P500,000.00, however, Biondo
subsequently executed a Deed of Assignmenttransferring all his rights and interests in the business in
favor of respondent Eden Jaso, the wife of respondent Prosencio Jaso. With Biondos eventual departure
from the country, the Spouses Jaso caused their lawyer to send Josefina a letter apprising her of their
acquisition of said Frenchmans share in the business and formally demanding an accounting and
inventory thereof as well as the remittance of their portion of its profits.
Faulting Josefina with unjustified failure to heed their demand, the Spouses Jaso commenced the
instant suit for specific performance, accounting, examination, audit and inventory of assets and
properties, dissolution of the joint venture, appointment of a receiver and damages. The said complaint
alleged that the Spouses Realubit had no gainful occupation or business prior to their joint venture with
Biondo and that aside from appropriating for themselves the income of the business, they have
fraudulently concealed the funds and assets thereof thru their relatives, associates or dummies. The
Spouses Realubit claimed that they have been engaged in the tube ice trading business under a single
proprietorship even before their dealings with Biondo.
The RTC rendered its Decision discounting the existence of sufficient evidence from which the
income, assets and the supposed dissolution of the joint venture can be adequately reckoned. Upon the
finding, however, that the Spouses Jaso had been nevertheless subrogated to Biondos rights in the
business in view of their valid acquisition of the latters share as capitalist partner. On appeal before the
CA, the foregoing decision was set aside
upon the following findings that the Spouses Jaso validly acquired Biondos share in the business which
had been transferred to and continued its operations and not dissolved as claimed by the Spouses
Realubit.
1.
2.
3.

ISSUES
Whether there was a valid assignment or rights to the joint venture
Whether the joint venture is a contract of partnership
Whether Jaso acquired the title of being a partner based on the Deed of Assignment

RULING
1.
Yes. As a public document, the Deed of Assignment Biondo executed in favor of Eden not only
enjoys a presumption of regularity but is also considered prima facie evidence of the facts therein
stated. A party assailing the authenticity and due execution of a notarized document is, consequently,
required to present evidence that is clear, convincing and more than merely preponderant. In view of the
Spouses Realubits failure to discharge this onus, we find that both the RTC and the CA correctly upheld
the authenticity and validity of said Deed of Assignment upon the combined strength of the abovediscussed disputable presumptions and the testimonies elicited from Eden and Notary Public Rolando
Diaz.
2.
Yes. Generally understood to mean an organization formed for some temporary purpose, a joint
venture is likened to a particular partnership or one which has for its object determinate things, their use
or fruits, or a specific undertaking, or the exercise of a profession or vocation. The rule is settled that joint
ventures are governed by the law on partnerships which are, in turn, based on mutual agency or delectus
personae.

3.
No. It is evident that the transfer by a partner of his partnership interest does not make the
assignee of such interest a partner of the firm, nor entitle the assignee to interfere in the management of
the partnership business or to receive anything except the assignees profits. The assignment does not
purport to transfer an interest in the partnership, but only a future contingent right to a portion of the
ultimate residue as the assignor may become entitled to receive by virtue of his proportionate interest in
the capital. Since a partners interest in the partnership includes his share in the profits, we find that the
CA committed no reversible error in ruling that the Spouses Jaso are entitled to Biondos share in the
profits, despite Juanitas lack of consent to the assignment of said Frenchmans interest in the joint
venture. Although Eden did not, moreover, become a partner as a consequence of the assignment and/or
acquire the right to require an accounting of the partnership business, the CA correctly granted her prayer
for dissolution of the joint venture conformably with the right granted to the purchaser of a partners
interest under Article 1831 of the Civil Code.
Antonio C. Goquilay, ET AL. vs. Washington Z. Sycip, ET AL. GR NO. L-11840, December 10, 1963

FACTS:
Tan Sin An and Goquiolay entered into a general commercial partnership under the partnership name
Tan Sin An and Antonio Goquiolay for the purpose of dealing in real estate. The agreement lodged upon
Tan Sin An the sole management of the partnership affairs. The lifetime of the partnership was fixed at ten
years and the Articles of Co-partnership stipulated that in the event of death of any of the partners before
the expiration of the term, the partnership will not be dissolved but will be continued by the heirs or
assigns of the deceased partner. But the partnership could be dissolved upon mutual agreement in writing
of the partners. Goquiolay executed a GPA in favor of Tan Sin An. The plaintiff partnership purchased 3
parcels of land which was mortgaged to La Urbana as payment of P25,000. Another 46 parcels of land
were purchased by Tan Sin An in his individual capacity which he assumed payment of a mortgage debt
for P35K. A downpayment and the amortization were advanced by Yutivo and Co. The two obligations
were consolidated in an instrument executed by the partnership and Tan Sin An, whereby the entire 49
lots were mortgaged in favor of Banco HipotecarioTan Sin An died leaving his widow, Kong Chai Pin and
four minor children. The widow subsequently became the administratrix of the estate. Repeated demands
were made by Banco Hipotecario on the partnership and on Tan Sin An. Defendant Sing Yee, upon
request of defendant Yutivo Sons , paid the remaining balance of the mortgage debt, the mortgage was
cancelled Yutivo Sons and Sing Yee filed their claim in the intestate proceedings of Tan Sin An for
advances, interest and taxes paid in amortizing and discharging their obligations to La Urbana and
Banco Hipotecario. Kong Chai Pin filed a petition with the probate court for authority to sell all the 49
parcels of land. She then sold it to Sycip and Lee in consideration of P37K and of the vendees assuming
payment of the claims filed by Yutivo Sons and Sing Yee. Later, Sycip and Lee executed in favor of
Insular Development a deed of transfer covering the 49 parcels of land.When Goquiolay learned about
the sale to Sycip and Lee, he filed a petition in the intestate proceedings to set aside the order of the
probate court approving the sale in so far as his interest over the parcels of land sold was concerned.
Probate court annulled the sale executed by the administratrix w/ respect to the 60% interest of Goquiolay
over the properties Administratrix appealed.The decision of probate court was set aside for failure to
include the indispensable parties. New pleadings were filed. The second amended complaint prays for the
annulment of the sale in favor of Sycip and Lee and their subsequent conveyance to Insular
Development. The complaint was dismissed by the lower court hence this appeal.
ISSUE/S: Whether or not a widow or substitute become also a general partner or only a limited partner.
Whether or not the lower court err in holding that the widow succeeded her husband Tan Sin An in the

sole management of the partnership upon Tans death Whether or not the consent of the other partners
was necessary to perfect the sale of the partnership properties to Sycip and Lee?

HELD:
Kong Chai Pin became a mere general partner. By seeking authority to manage partnership property, Tan
Sin Ans widow showed that she desired to be considered a general partner. By authorizing the widow to
manage partnership property (which a limited partner could not be authorized to do), Goqulay recognized
her as such partner, and is now in estoppel to deny her position as a general partner, with authority to
administer and alienate partnership property. The articles did not provide that the heirs of the deceased
would be merely limited partners; on the contrary, they expressly stipulated that in case of death of either
partner, the co partnership will have to be continued with the heirs or assignees. It certainly could not be
continued if it were to be converted from a general partnership into a limited partnership since the
difference between the two kinds of associations is fundamental, and specially because the conversion
into a limited association would leave the heirs of the deceased partner without a share in the
management. Hence, the contractual stipulation actually contemplated that the heirs would become
general partners rather than limited ones.