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Lim Tanhu vs. Ramolete IN VIEW OF ALL THE FOREGOING, the petition is granted.

All proceedings held in respondent court in its Civil Case No. 12328
66 SCRA 425 subsequent to the order of dismissal of October 21, 1974 are hereby
annulled and set aside, particularly the ex-parte proceedings against
petitioners and the decision on December 20, 1974. Respondent court
is hereby ordered to enter an order extending the effects of its order of
FACTS:
dismissal of the action dated October 21, 1974 to herein petitioners
Private respondent Tan Put alleged that she is the widow of Antonio Lim Tanhu, Dy Ochay, Alfonso Leonardo Ng Sua and Co Oyo.
Tee Hoon Lim Po Chuan, who was a partner and practically the owner And respondent court is hereby permanently enjoined from taking any
who has controlling interest of Glory Commercial Company and a further action in said civil case gave and except as herein indicated.
Chinese Citizen until his death. Defendant Antonio Lim Tanhu and Costs against private respondent.
Alfonso Leonardo Ng Sua were partners in name but they were mere
employees of Po Chuan and were naturalized Filipino Citizens. Tan
Put filed complaint against spouses-petitoner Lim Tanhu and Dy Ochay
including their son Tech Chuan and the other spouses-petitoner Ng DAN FUE LEUNG, petitioner, vs. HON. INTERMEDIATE
Sua and Co Oyo including also their son Eng Chong Leonardo, that APPELLATE COURT and LEUNG YIU
through fraud and machination took actual and active management of
the partnership and that she alleged entitlement to share not only in FACTS:
the capital and profits of the partnership but also in the other assets,
both real and personal, acquired by the partnership with funds of the
latter during its lifetime." The petitioner asks for the reversal of the decision of the
then Intermediate Appellate Court in AC-G.R. No. CV-00881 which
According to the petitioners, Ang Siok Tin is the legitimate affirmed the decision of the then Court of First Instance of Manila,
wife, still living, and with whom Tee Hoon had four legitimate children, Branch II in Civil Case No. 116725 declaring private respondent Leung
Yiu a partner of petitioner Dan Fue Leung in the business of Sun Wah
a twin born in 1942, and two others born in 1949 and 1965, all
Panciteria and ordering the petitioner to pay to the private respondent
presently residing in Hong Kong. Tee Hoon died in 1966 and as a
his share in the annual profits of the said restaurant.
result of which the partnership was dissolved and what corresponded
to him were all given to his legitimate wife and children.
This case originated from a complaint filed by respondent
Tan Put prior of her alleged marriage with Tee Hoon on Leung Yiu with the then Court of First Instance of Manila, Branch II to
1949, was engaged in the drugstore business; that not long after her recover the sum equivalent to twenty-two percent (22%) of the annual
marriage, upon the suggestion of the latter sold her drugstore for profits derived from the operation of Sun Wah Panciteria since
P125,000.00 which amount she gave to her husband as investment in October, 1955 from petitioner Dan Fue Leung.
Glory Commercial Co. sometime in 1950; that after the investment of
the above-stated amount in the partnership its business flourished and The Sun Wah Panciteria, a restaurant, located at Florentino
it embarked in the import business and also engaged in the wholesale Torres Street, Sta. Cruz, Manila, was established sometime in October,
and retail trade of cement and GI sheets and under huge profits. 1955. It was registered as a single proprietorship and its licenses and
permits were issued to and in favor of petitioner Dan Fue Leung as the
Defendants interpose that Tan Put knew and was are that sole proprietor. Respondent Leung Yiu adduced evidence during the
she was merely the common-law wife of Tee Hoon. Tan Put and Tee trial of the case to show that Sun Wah Panciteria was actually a
Hoon were childless but the former had a foster child, Antonio Nunez. partnership and that he was one of the partners having contributed
P4,000.00 to its initial establishment.
ISSUE: Whether Tan Put, as she alleged being married with Tee Hoon,
can claim from the company of the latter’s share.
The private respondents evidence is summarized as follows:
HELD:
About the time the Sun Wah Panciteria started to
Under Article 55 of the Civil Code, “the declaration of the become operational, the private respondent gave P4,000.00
contracting parties that they take each other as husband and wife as his contribution to the partnership. This is evidenced by a
"shall be set forth in an instrument" signed by the parties as well as by receipt wherein the petitioner acknowledged his acceptance
their witnesses and the person solemnizing the marriage. Accordingly, of the P4,000.00 by affixing his signature thereto.
the primary evidence of a marriage must be an authentic copy of the Furthermore, the private respondent received from the
marriage contract”. While a marriage may also be proved by other petitioner the amount of P12,000.00 covered by the latter's
competent evidence, the absence of the contract must first be Equitable Banking Corporation Check from the profits of the
satisfactorily explained. Surely, the certification of the person who operation of the restaurant for the year 1974
allegedly solemnized a marriage is not admissible evidence of such
marriage unless proof of loss of the contract or of any other The petitioner denied having received from the private
satisfactory reason for its non-production is first presented to the court. respondent the amount of P4,000.00. He contested and impugned the
In the case at bar, the purported certification issued by a Mons. Jose genuineness of the receipt. His evidence is summarized as follows:
M. Recoleto, Bishop, Philippine Independent Church, Cebu City, is not,
therefore, competent evidence, there being absolutely no showing as The petitioner did not receive any contribution at the time he
to unavailability of the marriage contract and, indeed, as to the started the Sun Wah Panciteria. He used his savings from his salaries
authenticity of the signature of said certifier, the jurat allegedly signed as an employee at Camp Stotsenberg in Clark Field and later as waiter
by a second assistant provincial fiscal not being authorized by law, at the Toho Restaurant amounting to a little more than P2,000.00 as
since it is not part of the functions of his office. Besides, inasmuch as capital in establishing Sun Wah Panciteria. Petitioner presented
the bishop did not testify, the same is hearsay. various government licenses and permits showing the Sun Wah
Panciteria was and still is a single proprietorship solely owned and
An agreement with Tee Hoon was shown and signed by Tan operated by himself alone. Fue Leung also flatly denied having issued
Put that she received P40,000 for her subsistence when they to the private respondent the receipt (Exhibit G) and the Equitable
terminated their relationship of common-law marriage and promised Banking Corporation's Check No. 13389470 B in the amount of
not to interfere with each other’s affairs since they are incompatible P12,000.00 (Exhibit B).
and not in the position to keep living together permanently. Hence, this
document not only proves that her relation was that of a common-law ISSUE: WON Private respondent is a partner of the petitioner in
wife but had also settled property interests in the payment of P40,000. Sun Wah Panciteria?
HELD: Emilio Emnace, Jacinto Divinagracia and Vicente Tabanao
formed a partnership engaged in the fishing industry. In 1986, Jacinto
decided to leave the partnership hence they agreed to dissolve the
The private respondent is a partner of the petitioner in Sun
partnership. At that time, the partnership has an estimated asset
Wah Panciteria. The requisites of a partnership which are — 1) two or
amounting to P30,000,000.00.
more persons bind themselves to contribute money, property, or
industry to a common fund; and 2) intention on the part of the partners HOWEVER, until the death of Vicente Tabanao in 1994,
to divide the profits among themselves (Article 1767, Civil Code; Yulo Emnace never rendered an accounting either to Vicente or his heirs.
v. Yang Chiao Cheng, 106 Phil. 110)-have been established. As stated Emnace reneged on his promise to turn over Tabanao’s share which is
by the respondent, a partner shares not only in profits but also in the 1/3 of the P30M. The heirs of Tabanao then sued Emnace. Emnace
losses of the firm. If excellent relations exist among the partners at the argued, among others, that the heirs are barred by prescription hence
start of business and all the partners are more interested in seeing the they can no longer demand an accounting. He contends that the
firm grow rather than get immediate returns, a deferment of sharing in partnership was dissolved in 1986 and that was the time when
the profits is perfectly plausible. It would be incorrect to state that if a Tabanao’s (and his heirs’) right to inquire into the business affairs
partner does not assert his rights anytime within ten years from the accrued; that said right has expired in 1990 or 4 years after. So beyond
start of operations, such rights are irretrievably lost. The private 1990, they can no longer inquire.
respondent's cause of action is premised upon the failure of the
petitioner to give him the agreed profits in the operation of Sun Wah ISSUE: Whether or not Emnace is correct.
Panciteria. In effect the private respondent was asking for an HELD: No. Prescription has not run in this case, it has never begun.
accounting of his interests in the partnership. The three final stages of partnership are: a) dissolution, b) winding up,
and c) termination. In this case, Emnace and his partners dissolved
It is Article 1842 of the Civil Code in conjunction with Articles 1144 and their partnership but such did not perfect the dissolution because no
1155 which is applicable. Article 1842 states: accounting took place. The partnership, although dissolved, continues
to exist and its legal personality is retained, at which time it completes
the winding up of its affairs, including the partitioning and distribution of
The right to an account of his interest shall accrue the net partnership assets to the partners. For as long as the
to any partner, or his legal representative as partnership exists, any of the partners (or legal representative – in this
against the winding up partners or the surviving case the heirs of Tabanao) may demand an accounting of the
partners or the person or partnership continuing partnership’s business. Prescription of the said right starts to run only
the business, at the date of dissolution, in the upon the dissolution of the partnership when the final accounting is
absence or any agreement to the contrary. done.
When a final accounting is made, it is only then that
Regarding the prescriptive period within which the private
prescription begins to run. In the case at bar, no final accounting has
respondent may demand an accounting, Articles 1806, 1807, and 1809
been made, and that is precisely what the heirs are seeking in their
show that the right to demand an accounting exists as long as the
action before the trial court, since Emnace has failed or refused to
partnership exists. Prescription begins to run only upon the dissolution
render an accounting of the partnership’s business and
of the partnership when the final accounting is done.
assets. Hence, the said action is not barred by prescription.

Considering the facts of this case, the Court may decree a


dissolution of the partnership under Article 1831 of the Civil Code
which, in part, provides: ROGER V. NAVARRO vs. HON. JOSE L. ESCOBIDO

FACTS: Respondent Karen T. Go filed two


Art. 1831. On application by or for a partner the
complaints before the RTC for replevin and/or sum
court shall decree a dissolution whenever:
of money with damages against Navarro. In these
xxx xxx xxx complaints, Karen Go prayed that the RTC issue
writs of replevin for the seizure of two (2) motor
(3) A partner has been guilty of such conduct as vehicles in Navarro’s possession. In his Answers,
tends to affect prejudicially the carrying on of the Navarro alleged as a special affirmative defense
business; that the two complaints stated no cause of action,
since Karen Go was not a party to the Lease
(4) A partner willfully or persistently commits a Agreements with Option to Purchase (collectively,
breach of the partnership agreement, or otherwise
so conducts himself in matters relating to the the lease agreements) — the actionable
partnership business that it is not reasonably documents on which the complaints were based.
practicable to carry on the business in partnership RTC dismissed the case but set aside the
with him;
dismissal on the presumption that Glenn Go’s
(husband) leasing business is a conjugal property
xxx xxx xxx
and thus ordered Karen Go to file a motion for the
inclusion of Glenn Go as co-plaintiff as per Rule 4,
(6) Other circumstances render a dissolution
equitable. Section 3 of the Rules of Court. Navarro filed a
petition for certiorari with the CA. According to
There shall be a liquidation and winding up of partnership Navarro, a complaint which failed to state a cause
affairs, return of capital, and other incidents of dissolution because the of action could not be converted into one with a
continuation of the partnership has become inequitable. cause of action by mere amendment or
supplemental pleading. CA denied petition.
Emilio Emnace vs Court of Appeals

Business Organization – Partnership, Agency, Trust – Dissolution and ISSUE: Whether or not Karen Go is a real party in
Winding Up – Prescription interest
HELD: YES. Karen Go is the registered owner of the mortgage the intervenor commenced case No. 49629 to
the business name Kargo Enterprises, as the collect his mortgage credit.
registered owner of Kargo Enterprises, Karen Go is
Issue: W/N the mortgage between Clemente and his nephew
the party who will directly benefit from or be (intervenor, plaintiff in the case) is valid?
injured by a judgment in this case. Thus, contrary
to Navarro’s contention, Karen Go is the real party- Rule: No. The machines in contention originally belonged to the
defendant and from him were transferred to the partnership Galvan y
in-interest, and it is legally incorrect to say that Compania. This being the case, said machines belong to the
her Complaint does not state a cause of action partnership and not to him, and shall belong to it until partition is
because her name did not appear in the Lease effected according to the result thereof after the liquidation. Also,
Clemente did not have actual possession of the machines, he could
Agreement that her husband signed in behalf of
not in any manner mortgage them.
Kargo Enterprises.

Glenn and Karen Go are effectively co-


owners of Kargo Enterprises and the properties VILLAREAL V. RAMIREZ
registered under this name; hence, both have an
equal right to seek possession of these properties. Facts:
Therefore, only one of the co-owners, namely the
co-owner who filed the suit for the recovery of the In 1984, Villareal, Carmelito Jose and Jesus Jose formed a
partnership with a capital of P750,000for the operation of a restaurant
co-owned property, is an indispensable party and catering business. Respondent Ramirez joined as a partner in the
thereto. The other co-owners are not indispensable business with the capital contribution of P250,000. In 1987, Jesus Jose
parties. They are not even necessary parties, for a withdrew from the partnership and within the same time, Villareal and
Carmelito Jose, petitioners closed the business without prior
complete relief can be accorded in the suit even knowledge of respondents In March 1987, respondents wrote a letter
without their participation, since the suit is to petitioners stating that they were no longer interested in continuing
presumed to have been filed for the benefit of all the partnership and that they were accepting the latter’s offer to return
their capital contribution. This was left unheeded by the petitioners,
co-owners.
and by reason of which respondents filed a complaint in the RTC.RTC
ruled that the parties had voluntarily entered into a partnership, which
We hold that since Glenn Go is not strictly could be dissolved at any time, and this dissolution was showed by the
an indispensable party in the action to recover fact that petitioners stopped operating the restaurant. On appeal, CA
upheld RTC’s decision that the partnership was dissolved and it added
possession of the leased vehicles, he only needs that respondents had no right to demand the return of their capital
to be impleaded as a pro-forma party to the suit, contribution. However since petitioners did not give the proper
based on Section 4, Rule 4 of the Rules, which accounting for the liquidation of the partnership, the CA took it upon
itself to compute their liabilities and the amount that is proper to the
states:
respondent. The computation of which was:(capital of the partnership –
Section 4.Spouses as parties. — Husband and wife outstanding obligation) / remaining partners =amount due to private
shall sue or be sued jointly, except as provided by respondent
law.
Issue: W/N petitioners are liable to respondents for the latter’s share in
Even assuming that Glenn Go is an indispensable the partnership?
party to the action, misjoinder or non-joinder of
indispensable parties in a complaint is not a Ruling:
ground for dismissal of action as per Rule 3, No. Respondents have no right to demand from petitioner
Section 11 of the Rules of Court. the return of their equity share. As found by the court petitioners did not
personally hold its equity or assets. “The partnership has a juridical
Clemente vs. Galvan personality separate and distinct from that of each of the partners.”
Since the capital was contributed to the partnership, not to petitioners,
Facts: it is the partnership that must refund the equity of the retiring partners.
However, before the partners can be paid their shares, the creditors of
 Plaintiff and defendant organized a civil partnership which the partnership must first be compensated. Therefore, the exact
they named "Galvan y Compañia" to engage in the amount of refund equivalent to respondents’ one-third share in the
manufacture and sale of paper and other stationery. partnership cannot be determined until all the partnership assets will
 Plaintiff ask for dissolution which the defendant confirm but have been liquidated and all partnership creditors have been paid.
CA’s computation of the amount to be refunded to respondents as their
with a condition that having covered a deficit incurred by the
share was thus erroneous.
partnership amounting to P4,000 with his own money,
plaintiff reimburse him of one-half of said sum.
 Juan D. Mencarini, assigned as receiver and liquidator. Upon OSEFINA P. REALUBIT vs. PROSENCIO D. JASO and EDENG
acting on his duty, the court ordered him to deliver certain JASO
machines which were then at Nos. 705-707 Ylaya Street. G.R. No. 178782 September 21, 2011
 But before he could take actual possession of said
machines, upon the strong opposition of defendant, the FACTS
Petitioner Josefina Realubit entered into a Joint Venture
court, on motion of the latter, suspended the effects of its
Agreement with Francis Eric Amaury Biondo, a French national, for the
order operation of an ice manufacturing business. With Josefina as the
 In the meantime the judgments rendered in cases Nos. industrial partner and Biondo as the capitalist partner, the parties
42794 and 43070 ordering Clemente to pay a sum of money. agreed that they would each receive 40% of the net profit, with the
 He mortgage the machines with his nephew, the intervenor remaining 20% to be used for the payment of the ice making machine
(plaintiff in the herein case.) For having expired the terms in which was purchased for the business. For and in consideration of the
sum of P500,000.00, however, Biondo subsequently executed a Deed
of Assignment transferring all his rights and interests in the business in granted to the purchaser of a partner’s interest under Article 1831 of
favor of respondent Eden Jaso, the wife of respondent Prosencio the Civil Code.
Jaso. With Biondo’s 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.

ISSUES
1. Whether there was a valid assignment or rights to the joint
venture
2. Whether the joint venture is a contract of partnership
3. 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
regularitybut 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 above-
discussed 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 partner’s
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