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TOCAO V.

CA February 5, 1988 and the audit of the company


G.R. No. 127405; October 4, 2000 to determine her share in the net profits.

Anay still received her five percent (5%)


FACTS: overriding commission up to December 1987. The
following year, 1988, she did not receive the
Private respondent Nenita A. Anay met same commission although the company netted
petitioner William T. Belo, then the vice-president a gross sales of P 13,300,360.00.
for operations of Ultra Clean Water Purifier,
through her former employer in Bangkok. Belo On April 5, 1988, Nenita A. Anay filed
introduced Anay to petitioner Marjorie Tocao, Civil Case No. 88-509, a complaint for sum of
who conveyed her desire to enter into a joint money with damages against Marjorie D. Tocao
venture with her for the importation and local and William Belo before the Regional Trial Court
distribution of kitchen cookwares of Makati, Branch 140. The trial court held that
there was indeed an "oral partnership agreement
Under the joint venture, Belo acted as between the plaintiff and the defendants. The
capitalist, Tocao as president and general Court of Appeals affirmed the lower court’s
manager, and Anay as head of the marketing decision.
department and later, vice-president for sales
ISSUE:
The parties agreed that Belo's name Whether the parties formed a partnership
should not appear in any documents relating to
their transactions with West Bend Company. HELD:
Anay having secured the distributorship of
cookware products from the West Bend Company Yes, the parties involved in this case
and organized the administrative staff and the formed a partnership.
sales force, the cookware business took off
successfully. They operated under the name of The Supreme Court held that to be considered a
Geminesse Enterprise, a sole proprietorship juridical personality, a partnership must fulfill
registered in Marjorie Tocao's name. these requisites:

The parties agreed further that Anay (1) two or more persons bind themselves to
would be entitled to: contribute money, property or industry to a
(1) ten percent (10%) of the annual net common fund; and
profits of the business;
(2) overriding commission of six percent (2) intention on the part of the partners to divide
(6%) of the overall weekly production; the profits among themselves. It may be
(3) thirty percent (30%) of the sales she constituted in any form; a public instrument is
would make; and necessary only where immovable property or real
(4) two percent (2%) for her rights are contributed thereto.
demonstration services. The agreement was not
reduced to writing on the strength of Belo's This implies that since a contract of
assurances that he was sincere, dependable and partnership is consensual, an oral contract of
honest when it came to financial commitments. partnership is as good as a written one.

On October 9, 1987, Anay learned that In the case at hand, Belo acted as
Marjorie Tocao had signed a letter addressed to capitalist while Tocao as president and general
the Cubao sales office to the effect that she was manager, and Anay as head of the marketing
no longer the vice-president of Geminesse department and later, vice-president for sales.
Enterprise. Anay attempted to contact Belo. She Furthermore, Anay was entitled to a percentage
wrote him twice to demand her overriding of the net profits of the business. Therefore, the
commission for the period of January 8, 1988 to parties formed a partnership.
CIR vs SUTER letter and intent of the law. In fact, it would even
27 SCRA 152; February 28, 1969 conflict with what it specifically provides in its
Section 24: for the appellant Commissioner's
FACTS: stand results in equal treatment, tax wise, of a
general copartnership (compañia colectiva) and a
A limited partnership named William J. limited partnership, when the code plainly
Suter 'Morcoin' Co., Ltd was formed 30 differentiates the two.
September 1947 by William J. Suter as the
general partner, and Julia Spirig and Gustav But it is argued that the income of the
Carlson. They contributed, respectively, limited partnership is actually or constructively
P20,000.00, P18,000.00 and P2,000.00. it was the income of the spouses and forms part of the
also duly registered with the SEC. On 1948 Suter conjugal partnership of gains.
and Spirig got married and in effect Carlson sold
his share to the couple, the same was also What the law prohibits was when the
registered with the SEC. spouses entered into a general partnership. In
the case at bar, the partnership was limited.
The limited partnership had been filing its
income tax returns as a corporation, without
objection by the herein petitioner, Commissioner
of Internal Revenue, until in 1959 when the
latter, in an assessment, consolidated the income
of the firm and the individual incomes of the
partners-spouses Suter and Spirig resulting in a
determination of a deficiency income tax against
respondent Suter in the amount of P2,678.06 for
1954 and P4,567.00 for 1955.

ISSUE:
Whether or not the limited partnership
has been dissolved after the marriage of Suter
and Spirig and buying the interest of limited
partner Carlson.

HELD:

No, the limited partnership was not


dissolved.

“A husband and a wife may not enter into


a contract of general copartnership, because
under the Civil Code, which applies in the absence
of express provision in the Code of Commerce,
persons prohibited from making donations to
each other are prohibited from entering into
universal partnerships. (2 Echaverri 196) It
follows that the marriage of partners necessarily
brings about the dissolution of a pre-existing
partnership. “

As the limited partnership under


consideration is taxable on its income, to require
that income to be included in the individual tax
return of respondent Suter is to overstretch the

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