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intent necessary to constitute a partnership, thecollective effect of these

EUFEMIA EVANGELISTA, MANUELA EVANGELISTA, and circumstances is such as to leave no room for doubt on the existence of said intent
inpetitioners herein.For purposes of the tax on corporations, our National Internal
FRANCISCA EVANGELISTA Revenue Code, includes these partnerships
,petitioners, —
vs. with the exception only of duly registered general copartnerships
OFTAX APPEALS, within the purview of the term"corporation." It is, therefore, clear to our mind that
petitioners herein constitute a partnership, insofar as saidCode is concerned and
respondents. are subject to the income tax for corporations
G.R. No. L-9996, October 15, 1957

Petitioners borrowed sum of money from their father and together with their own Aurbach vs. Sanitary Wares
personal funds theyused said money to buy several real properties. They then (Partnership; Joint Venture; Foreign and Domestic Corp)
appointed their brother (Simeon) as manager of thesaid real properties with powers
and authority to sell, lease or rent out said properties to third persons. Theyrealized This consolidated petition assailed the decision of the CA directing a certain
rental income from the said properties for the period 1945-1949.On September 24, MANNER OF ELECTION OFOFFICERS IN THE BOARD OF DIRECTORS*There are
1954 respondent Collector of Internal Revenue demanded the payment of income two groups in this case, the Lagdameo group composed of Filipino investors and the
tax oncorporations, real estate dealer's fixed tax and corporation residence tax for American Standard Inc. (ASI) composed of foreign investors.The ASI Group and
the years 1945-1949. The letter of demand and corresponding assessments were petitioner Salazar (G.R. Nos. 75975-76) contend that the actual intention of
delivered to petitioners on December 3, 1954, whereupon theyinstituted the present theparties should be viewed strictly on the "Agreement" dated August 15,1962
case in the Court of Tax Appeals, with a prayer that "the decision of the respondent wherein it is clearly statedthat the parties' intention was to form a corporation and
contained in his letter of demand dated September 24, 1954" be reversed, and that not a joint venture.
they be absolved from thepayment of the taxes in question. CTA denied their
petition and subsequent MR and New Trials were denied.Hence this petition. I: The main issue hinges on who were the duly elected directors of Saniwares for the
year 1983 during itsannual stockholders' meeting held on March 8, 1983.
Whether or not petitioners have formed a partnership and consequently, are subject To answer this question the following factorsshould be determined:*(1) the nature of
to the tax oncorporations provided for in section 24 of Commonwealth Act. No. 466, the business established by the parties whether it was a joint venture or a
otherwise known as the NationalInternal Revenue Code, as well as to the residence corporationand
tax for corporations and the real estate dealers fixed tax.

Held: YES. While certain provisions of the Agreement would make it appear that the parties
The essential elements of a partnership are two, namely: (a)an agreement to thereto disclaim being partners or joint venturers such disclaimer is directed at
contribute money,property or industry to a common fund; and (b) intent to divide third parties and is notinconsistent with, and does not preclude, the existence of
the profits among the contractingparties. The first element is undoubtedly present two distinct groups of stockholders inSaniwares one of which (the Philippine
in the case at bar, for, admittedly, petitioners have agreed to,and did, contribute Investors) shall constitute the majority, and the other ASIshall constitute the
money and property to a common fund. Upon consideration of all the facts minority stockholder. In any event, the evident intention of the PhilippineInvestors
andcircumstances surrounding the case, we are fully satisfied that their purpose and ASI in entering into the Agreement is to enter into a joint venture enterprise
was to engage in real estatetransactions for monetary gain and then divide the same
among themselves, because of the followingobservations, among others: (1) Said An examination of the Agreement shows that certain provisions were inccuded to
common fund was not something they found already in existence; (2)They invested protect theinterests of ASI as the minority. For example, the vote of 7 out of 9
the same, not merely in one transaction, but in a series of transactions; (3) The directors is required incertain enumerated corporate acts. ASI is contractually
aforesaid lotswere not devoted to residential purposes, or to other personal uses, of
petitioners herein.Although, taken singly, they might not suffice to establish the
entitled to designate a member of theExecutive Committee and the vote of this (note the disparity of the purchase price, which is the loan amount, with the actual
member is required for certain transactions value of the property which is after all located in a subdivision).
ISSUE: Whether or not the case filed by Felicidad shall prosper.
The Agreement also requires a 75% super-majority vote for the amendment of the
articles andby-laws of Saniwares. ASI is also given the right to designate the HELD: No. Unfortunately, the civil case was filed not against the real party in
president and plant manager.The Agreement further provides that the sales policy of interest. As pointed out by Aguila, he is not the real party in interest but rather it
Saniwares shall be that which isnormally followed by ASI and that Saniwares was the partnership A.C. Aguila & Sons, Co. The Rules of Court provide that “every
should not export "Standard" products otherwisethan through ASI's Export action must be prosecuted and defended in the name of the real party in interest.” A
Marketing Services. Under the Agreement, ASI agreed to providetechnology and real party in interest is one who would be benefited or injured by the judgment, or
know-how to Saniwares and the latter paid royalties for the same. who is entitled to the avails of the suit. Any decision rendered against a person who
is not a real party in interest in the case cannot be executed. Hence, a complaint
filed against such a person should be dismissed for failure to state a cause of
The legal concept of a joint venture is of common law origin. It has no precise action, as in the case at bar.
legal definitionbut it has been generally understood to mean an organization formed Under Art. 1768 of the Civil Code, a partnership “has a juridical personality
for some temporary purpose. It is in fact hardly distinguishable from the separate and distinct from that of each of the partners.” The partners cannot be
partnership, since their elements are similar community of interest in the business, held liable for the obligations of the partnership unless it is shown that the legal
sharing of profits and losses, and a mutual right of control. fiction of a different juridical personality is being used for fraudulent, unfair, or
illegal purposes. In this case, Felicidad has not shown that A.C. Aguila & Sons, Co.,
as a separate juridical entity, is being used for fraudulent, unfair, or illegal
The main distinction cited by most opinions in common law jurisdictions is that the purposes. Moreover, the title to the subject property is in the name of A.C. Aguila &
partnershipcontemplates a general business with some degree of continuity , Sons, Co. It is the partnership, not its officers or agents, which should be impleaded
while the joint venture is formedfor the execution of a single transaction, and in any litigation involving property registered in its name. A violation of this rule will
is thus of a temporary nature. result in the dismissal of the complaint.

Alfredo Aguila Jr vs Court of Appeals et al

Business Organization – Partnership, Agency, Trust – Identity Separate and Distinct

In April 1991, the spouses Ruben and Felicidad Abrogar entered into a loan
agreement with a lending firm called A.C. Aguila & Sons, Co., a partnership. The
loan was for P200k. To secure the loan, the spouses mortgaged their house and lot
located in a subdivision. The terms of the loan further stipulates that in case of non-
payment, the property shall be automatically appropriated to the partnership and a
deed of sale be readily executed in favor of the partnership. She does have a 90 day
redemption period.
Ruben died, and Felicidad failed to make payment. She refused to turn over the
property and so the firm filed an ejectment case against her (wherein she lost). She
also failed to redeem the property within the period stipulated. She then filed a civil
case against Alfredo Aguila, manager of the firm, seeking for the declaration of
nullity of the deed of sale. The RTC retained the validity of the deed of sale. The
Court of Appeals reversed the RTC. The CA ruled that the sale is void for it is
a pactum commissorium sale which is prohibited under Art. 2088 of the Civil Code