Marjorie Tocao and William Belo vs.

CA and Nenita Anay [October

4,2000]
Ynares-Santiago, J.,
FACTS:
-This is a petition for review of the
decision of the CA, which affirmed
the decision of the RTC.
-Respondent Nenita Anay was a
marketing adviser of Technolux in
Bangkok, Thailand. She met with
William Belo, vice-president for
operations of Ultra Clean Water
Purifier, and was introduced to
Marjorie Tocao. Tocao wanted to
enter into a joint venture with Anay
for the importation and local
distribution of kitchen cookwares.
-Anay agreed and Belo volunteered
to finance the joint venture. Hence,
he acted as a capitalist, while Tocao
was the president and general
manager. Anay was the head of the
marketing department due to her
established relations with West
Bend Company.
-The parties agreed that Anay is
entitled to 10% of the annual net
profits, 5% commission of the
overall weekly production, 30% of
the sales she would make and 2%
for her demonstration services.
However, it was not reduced to
writing due to Belos assurances.
-Anay secured the distributorship of
cookware products from the West
Bend Company and they operated
under the name of Geminesse
Enterprise, which was registered
under Marjorie Tocaos as a sole
proprietorship. Later on, she went
on a meeting in the US with the
consent of Tocao, who even
referred her as a business partner
of the company in a letter. Belo
then granted her 37% commission
for her personal sales up to dec. 31
-Later on, Anay learned that Tocao
dismissed her as a vice-president
of Geminesse Enterprise, thus,
barring him from holding office.
Hence, Anay contacted Belo and
demanded the commissions due to
her in Jan. 8 to Feb. 5 1988.
-In their answer, Tocao and Belo
asserted that the agreement was
either unenforceable, void or
inexistent for it was not in writing.
Moreover, there was no partnership

since, it was a sole proprietorship

of Tocao. They even asserted that
they were the one who suffered
damages due to unreturned stocks
and besmirched reputation and
anxiety. RTC ruled in favour of Anay
and held that there was a
partnership. CA affirmed with
reduction of damages.
ISSUE:
1. WON a partnership was formed.
HELD:
-Yes, 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.
- While it is true that the receipt of
a percentage of net profits
constitutes
only
prima
facie
evidence that the recipient is a
partner in the business, the
evidence in the case at bar
controverts an employeremployee
relationship between the parties. In
the first place, private respondent
had a voice in the management,
including selection of people who
would constitute the administrative
staff and the sales force.
-Secondly,
petitioner
Tocaos
admitted that, like her private
respondent
received
only
commissions and transportation
and representation allowances and
not a fixed salary.
-If indeed petitioner Tocao was
private respondents employer, it is
difficult to believe that they shall
receive the same income in the
business. In a partnership, each
partner must share in the profits
and losses of the venture, except
that the industrial partner shall not
be liable for the losses. As an
industrial
partner,
private
respondent had the right to
demand for a formal accounting of
the business and to receive her
share in the net profit
-An unjustified dissolution by a
partner can subject him to action
for damages because by the
mutual agency that arises in a

partnership,
the
doctrine
of
delectus personae allows the
partners to have the power,

although not necessarily the right

to dissolve the partnership.