UNIVERSAL PARTNERSHIP

COMMISSIONER OF INTERNAL REVENUE vs. WILLIAM J. SUTER, G.R. NO. L-25532, February 28, 1969
A limited partnership, named William J. Suter Morcoin Co., Ltd., was formed on 30 September 1947
by herein respondent William J. Suter as the general partner, and Julia Spirig and Gustav Carlson, as the
limited partners. The thesis that the limited partnership, William J. Suter Morcoin Co., Ltd., has been
dissolved by operation of law because of the marriage of the only general partner, William J. Suter to
the originally limited partner, Julia Spirig one year after the partnership was organized is not tenable.
The subsequent marriage of the partners does not operate to dissolve it, such marriage not being one of
the causes provided for that purpose either by the Spanish Civil Code or the Code of Commerce. The
appellants view, that by the marriage of both partners the company became a single proprietorship, is
equally erroneous. The capital contributions of partners William J. Suter and Julia Spirig were separately
owned and contributed by them before their marriage; and after they were joined in wedlock, such
contributions remained their respective separate property under the Spanish Civil Code.

LIM TONG LIM vs. PHILIPPINE FISHING GEAR INDUSTRIES, INC., G.R. NO. 136448, November 3, 1999
A partnership may be deemed to exist among parties who agree to borrow money to pursue a business
and to divide the profits or losses that may arise therefrom, even if it is shown that they have not
contributed any capital of their own to a common fund. Their contribution may be in the form of
credit or industry, not necessarily cash or fixed assets.

LIMITED PARTNERSHIP
ORTEGA VS. CA, G.R. NO. 109248, JULY 3, 1995
The right to choose with whom a person wishes to associate himself is the very foundation and essence
of that partnership. Its continued existence is, in turn, dependent on the constancy of that mutual
resolve, along with each partners capability to give it, and the absence of a cause for dissolution
provided by the law itself. Verily, any one of the partners may, at his sole pleasure, dictate a dissolution
of the partnership at will. He must, however, act in good faith, not that the attendance of bad faith can
prevent the dissolution of the partnership but that it can result in a liability for damages. Among
partners, mutual agency arises and the doctrine of delectus personae allows them to have the power,
although not necessarily the right, to dissolve the partnership. An unjustified dissolution by the partner
can subject him to a possible action for damages.

AGENCY
VICTORIAS MILLING CO., INC. vs. COURT OF , G.R. NO. 117356, June 19, 2000
One factor which most clearly distinguishes agency from other legal concepts is control; one person
the agent agrees to act under the control or direction of another the principal. Indeed, the very word
agency has come to connote control by the principal. The control factor, more than any other, has
caused the courts to put contracts between principal and agent in a separate category.

RAMON RALLOS, Administrator of the Estate of CONCEPCION RALLOS vs. FELIX GO CHAN & SONS
REALTY CORPORATION, G.R. NO. L-24332, January 31, 1978
By reason of the very nature of the relationship between principal and agent, agency is extinguished
ipso jure upon the death of either principal or agent. Although a revocation of a power of attorney to be
effective must be communicated to the parties concerned, yet a revocation by operation of law, such as
by death of the principal is, as a rule, instantaneously effective inasmuch as by legal fiction the agents
exercise of authority is regarded as an execution of the principals continuing will. With death, the
principals will ceases or is the authority is extinguished.

SHOPPERS PARADISE REALTY & DEVELOPMENT CORPORATION vs. EFREN P. ROQUE, G.R. NO. 148775,
January 13, 2004
Article 1878 of the Civil Code expresses that a special power of attorney is necessary to lease any real
property to another person for more than one year. The lease of real property for more than one year is
considered not merely an act of administration but an act of strict dominion or of ownership. A special
power of attorney is thus necessary for its execution through an agent.

EUROTECH INDUSTRIAL TECHNOLOGIES, INC. CUIZON, G.R. NO. 167552, APRIL 23, 2007
In a contract of agency, a person binds himself to render some service or to do something in
representation or on behalf of another with the latters consent. The underlying principle of the contract
of agency is to accomplish results by using the services of others to do a great variety of things like
selling, buying, manufacturing, and transporting. Its purpose is to extend the personality of the principal
or the party for whom another acts and from whom he or she derives the authority to act. It is said that
the basis of agency is representation, that is, the agent acts for and on behalf of the principal on matters
within the scope of his authority and said acts have the same legal effect as if they were personally
executed by the principal. By this legal fiction, the actual or real absence of the principal is converted
into his legal or juridical presence qui facit per alium facit per se. The elements of the contract of
agency are: (1) consent, express or implied, of the parties to establish the relationship; (2) the object is
the execution of a juridical act in relation to a third person; (3) the agent acts as a representative and
not for himself; (4) the agent acts within the scope of his authority.

LIM VS. SABAN, G.R. NO. 163720, DECEMBER 16, 2004

Under Article 1927 of the Civil Code, an agency cannot be revoked if a bilateral contract depends upon
it, or if it is the means of fulfilling an obligation already contracted, or if a partner is appointed manager
of a partnership in the contract of partnership and his removal from the management is unjustifiable.
Stated differently, an agency is deemed as one coupled with an interest where it is established for the
mutual benefit of the principal and of the agent, or for the interest of the principal and of third persons,
and it cannot be revoked by the principal so long as the interest of the agent or of a third person
subsists. In an agency coupled with an interest, the agents interest must be in the subject matter of the
power conferred and not merely an interest in the exercise of the power because it entitles him to
compensation. When an agents interest is confined to earning his agreed compensation, the agency is
not one coupled with an interest, since an agents interest in obtaining his compensation as such agent
is an ordinary incident of the agency relationship.

MERCADO VS. ALLIED BANKING CORPPORATION, G.R. NO. 171460, JULY 24, 2007
Equally relevant is the rule that a power of attorney must be strictly construed and pursued. The
instrument will be held to grant only those powers which are specified therein, and the agent may
neither go beyond nor deviate from the power of attorney. Where powers and duties are specified and
defined in an instrument, all such powers and duties are limited and are confined to those which are
specified and defined, and all other powers and duties are excluded. This is but in accord with the
disinclination of courts to enlarge the authority G.R.anted beyond the powers expressly given and those
which incidentally flow or derive therefrom as being usual and reasonably necessary and proper for the
performance of such express powers.