JOSEFINA P. REALUBIT vs. PROSENCIO D.

JASO and EDENG JASO

G.R. No. 178782 September 21, 2011

FACTS:
Petitioner Josefina Realubit entered into a Joint Venture Agreement with Francis Eric Amaury Biondo, a French
national, for the operation of an ice manufacturing business. With Josefina as the industrial partner and Biondo as the
capitalist partner, the parties agreed that they would each receive 40% of the net profit, with the remaining 20% to be used for
the payment of the ice making machine 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 favor of respondent Eden Jaso, the wife of respondent Prosencio 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

RULING
1. Yes. As a public document, the Deed of Assignment Biondo executed in favor of Eden not only enjoys a presumption
of regularity but 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.

ARIAS, P.M.M.
Antonio C. Goquiolay, ET AL. vs. Washington Z. Sycip, ET AL.
GR NO. L-11840, December 10, 1963

FACTS:
Tan Sin An and Goquiolay entered into a general commercial partnership under the partnership name “Tan Sin An
and Antonio Goquiolay” for the purpose of dealing in real estate. The agreement lodged upon Tan Sin An the sole
management of the partnership affairs. The lifetime of the partnership was fixed at ten years and the Articles of Co-
partnership stipulated that in the event of death of any of the partners before the expiration of the term, the partnership will
not be dissolved but will be continued by the heirs or assigns of the deceased partner. But the partnership could be dissolved
upon mutual agreement in writing of the partners. Goquiolay executed a GPA in favor of Tan Sin An. The plaintiff
partnership purchased 3 parcels of land which was mortgaged to “La Urbana” as payment of P25,000. Another 46 parcels of
land were purchased by Tan Sin An in his individual capacity which he assumed payment of a mortgage debt for P35K. A
downpayment and the amortization were advanced by Yutivo and Co. The two obligations were consolidated in an
instrument executed by the partnership and Tan Sin An, whereby the entire 49 lots were mortgaged in favor of “Banco
Hipotecario”
Tan Sin An died leaving his widow, Kong Chai Pin and four minor children. The widow subsequently became
the administratrix of the estate. Repeated demands were made by Banco Hipotecario on the partnership and on Tan Sin An.

Defendant Sing Yee, upon request of defendant Yutivo Sons , paid the remaining balance of the mortgage debt, the
mortgage was cancelled Yutivo Sons and Sing Yee filed their claim in the intestate proceedings of Tan Sin An for advances,
interest and taxes paid in amortizing and discharging their obligations to “La Urbana” and “Banco Hipotecario.” Kong Chai
Pin filed a petition with the probate court for authority to sell all the 49 parcels of land. She then sold it to Sycip and Lee in
consideration of P37K and of the vendees assuming payment of the claims filed by Yutivo Sons and Sing Yee. Later, Sycip
and Lee executed in favor of Insular Development a deed of transfer covering the 49 parcels of land.
When Goquiolay
learned about the sale to Sycip and Lee, he filed a petition in the intestate proceedings to set aside the order of the probate
court approving the sale in so far as his interest over the parcels of land sold was concerned. Probate court annulled the sale
executed by the administratrix w/ respect to the 60% interest of Goquiolay over the properties Administratrix appealed.
The
decision of probate court was set aside for failure to include the indispensable parties. New pleadings were filed. The second
amended complaint prays for the annulment of the sale in favor of Sycip and Lee and their subsequent conveyance to Insular
Development. The complaint was dismissed by the lower court hence this appeal.

ISSUE/S:

1. Whether or not a widow or substitute become also a general partner or only a limited partner?
2. Whether or not the consent of the other partners was necessary to perfect the sale of the partnership properties to
Sycip and Lee?

HELD:
Kong Chai Pin became a mere general partner. By seeking authority to manage partnership property, Tan Sin An’s
widow showed that she desired to be considered a general partner. By authorizing the widow to manage partnership property
(which a limited partner could not be authorized to do), Goquiolay recognized her as such partner, and is now in estoppel to
deny her position as a general partner, with authority to administer and alienate partnership property. The articles did not
provide that the heirs of the deceased would be merely limited partners; on the contrary, they expressly stipulated that in case
of death of either partner, “the co partnership will have to be continued” with the heirs or assignees. It certainly could not be
continued if it were to be converted from a general partnership into a limited partnership since the difference between the two
kinds of associations is fundamental, and specially because the conversion into a limited association would leave the heirs of
the deceased partner without a share in the management. Hence, the contractual stipulation actually contemplated that the
heirs would become general partners rather than limited ones.

ARIAS, P.M.M.
Antonio C. Goquiolay, ET AL. vs. Washington Z. Sycip, ET AL.
GR NO. L-11840, July 26, 1960
FACTS:
Tan Sin An and Goquiolay entered into a general commercial partnership under the partnership name “Tan Sin
An and Antonio Goquiolay” for the purpose of dealing in real estate. The agreement lodged upon Tan Sin An
the sole management of the partnership affairs. The lifetime of the partnership was fixed at ten years and the Articles of Co-
partnership stipulated that in the event of death of any of the partners before the expiration of the term, the partnership will
not be dissolved but will be continued by the heirs or assigns of the deceased partner. But the partnership
could be dissolved upon mutual agreement in writing of the partners. Goquiolay executed a GPA in favor of Tan
Sin An. The plaintiff partnership purchased 3 parcels of land which was mortgaged to “La Urbana” as payment of P25,000.
Another 46 parcels of land were purchased by Tan Sin An in his individual capacity which he assumed payment of a
mortgage debt for P35K. A downpayment and the amortization were advanced by Yutivo and Co. The two obligations were
consolidated in an instrument executed by the partnership and Tan Sin An, whereby the entire 49 lots were
mortgaged in favor of “Banco Hipotecario”. Tan Sin An died leaving his widow, Kong Chai Pin and four minor
children. The widow subsequently became the administratrix of the estate. Repeated demands were made by
Banco Hipotecario on the partnership and on Tan Sin An. Defendant Sing Yee, upon request of defendant Yutivo Sons ,
paid the remaining balance of the mortgage debt, the mortgage was cancelled Yutivo Sons and Sing Yee filed their claim in
the intestate proceedings of Tan Sin An for advances, interest and taxes paid in amortizing and discharging their obligations
to “La Urbana” and “Banco Hipotecario.” Kong Chai Pin filed a petition with the probate court for authority to sell all the 49
parcels of land. She then sold it to Sycip and Lee in consideration of P37K and of the vendees assuming payment of the
claims filed by Yutivo Sons and Sing Yee. Later, Sycip and Lee executed in favor of Insular Development a deed of transfer
covering the 49 parcels of land. When Goquiolay learned about the sale to Sycip and Lee, he filed a petition in the intestate
proceedings to set aside the order of the probate court approving the sale in so far as his interest over the parcels of land sold
was concerned. Probate court annulled the sale executed by the administratrix w/ respect to the 60% interest of Goquiolay
over the properties Administratrix appealed. The decision of probate court was set aside for failure to include the
indispensable parties. New pleadings were filed. The second amended complaint prays for the annulment of the sale in
favor of Sycip and Lee and their subsequent conveyance to Insular Development. The complaint was dismissed by the lower
court hence this appeal.

ISSUE:
The lower court erred in holding that Kong Chai Pin became the managing partner of the partnership upon the death
of her husband, Tan Sin An, by virtue of the articles of Partnership executed between Tan Sin An and Antonio Goquiolay,
and the general power of attorney granted by Antonio Goquiolay.

HELD:
There is a merit in the contention that the lower court erred in holding that the widow, Kong Chai Pin, succeeded her
husband, Tan Sin An, in the sole management of the partnership, upon the latter's death. While, as we previously stated in our
narration of facts, the Articles of Co-Partnership and the power of attorney executed by Antonio Goquiolay, conferred upon
Tan Sin An the exclusive management of the business, such power, premised as it is upon trust and confidence, was a mere
personal right that terminated upon Tan's demise. The provision in the articles stating that "in the event of death of any one of
the partners within the 10-year term of the partnership, the deceased partner shall be represented by his heirs", could not have
referred to the managerial right given to Tan Sin An; more appropriately, it related to the succession in the proprietary
interest of each partner. The covenant that Antonio Goquiolay shall have no voice or participation in the management of the
partnership, being a limitation upon his right as a general partner, must be held coextensive only with Tan's right to manage
the affairs, the contrary not being clearly apparent. Upon the other hand, consonant with the articles of co-partnership
providing for the continuation of the firm notwithstanding the death of one of the partners, the heirs of the deceased, by never
repudiating or refusing to be bound under the said provision in the articles, became individual partners with Antonio
Goquiolay upon Tan's demise. The validity of like clauses in partnership agreements is expressly sanctioned under Article
222 of the Code of Commerce.

ARIAS, P.M.M.
LUZVIMINDA J. VILLAREAL, DIOGENES VILLAREAL and CARMELITO JOSE vs.
DONALDO EFREN C. RAMIREZ and Spouses CESAR G. RAMIREZ JR. and CARMELITA C.
RAMIREZ,respondents. G.R. No. 144214 July 14, 2003

FACTS:
Luzviminda J. Villareal, Carmelito Jose and Jesus Jose formed a partnership with a capital of P750,000 for the
operation of a restaurant and catering business under the name “Aquarius Food House and Catering Services.” Villareal was
appointed general manager and Carmelito Jose, operations manager. Respondent Donaldo Ramirez joined as a partner on
September 5, 1984 with a capital contribution of P250,000 which was paid by his parents, Respondents Cesar and Carmelita
Ramirez. Jesus Jose withdrew from the partnership and his capital contribution of P250,000 was refunded to him in cash by
agreement of the partners. In the same month, without prior knowledge of respondents, petitioners closed down the restaurant,
allegedly because of increased rental. The restaurant furniture and equipment were deposited in the respondents’ house for
storage. On March 1, 1987, respondent spouses wrote petitioners, saying that they were no longer interested in continuing
their partnership or in reopening the restaurant, and that they were accepting the latter’s offer to return their capital
contribution. Respondent wrote another letter informing petitioners of the deterioration of the restaurant furniture and
equipment stored in their house. She also reiterated the request for the return of their one-third share in the equity of the
partnership. The repeated oral and written requests were, however, left unheeded. Respondents filed before the RTC for the
collection of a sum of money from petitioners. Petitioners contended that respondents had expressed a desire to withdraw
from the partnership and had called for its dissolution under Articles 1830 and 1831; that respondents had been paid, upon
the turnover to them of furniture and equipment worth over P400,000; and that the latter had no right to demand a return of
their equity because their share, together with the rest of the capital of the partnership, had been spent as a result of
irreversible business losses. In their Reply, respondents alleged that had not received any regular report or accounting from
the latter, who had solely managed the business. Respondents also alleged that they expected the equipment and the furniture
stored in their house to be removed by petitioners as soon as the latter found a better location for the restaurant. RTC 17 ruled
that the parties had voluntarily entered into a partnership, which could be dissolved at any time. Petitioners clearly intended
to dissolve it when they stopped operating the restaurant. Hence, the trial court rendered a judgment in favor of respondents
and ordering the petitioners to pay jointly and severally.

ISSUE:
Whether or not petitioners are liable to respondents for the latter’s share in the partnership

HELD:
The Petition has merit. Both the trial and the appellate courts found that a partnership had indeed existed, and that it
was dissolved on March 1, 1987. They found that the dissolution took place when respondents informed petitioners of the
intention to discontinue. Respondents consequently demanded from petitioners the return of their one-third equity in the
partnership. We hold that respondents have no right to demand from petitioners the return of their equity share. Except as
managers of the partnership, petitioners did not personally hold its equity or assets. “The partnership has a juridical
personality separate and distinct from that of each of the partners.” Since the capital was contributed to the partnership, not to
petitioners, it is the partnership that must refund the equity of the retiring partners. The amount to be refunded is necessarily
limited to its total resources. In other words, it can only pay out what it has in its coffers, which consists of all its assets.
However, before the partners can be paid their shares, the creditors of the partnership must first be compensated. After all the
creditors have been paid, whatever is left of the partnership assets becomes available for the payment of the partners’ shares.
Evidently, in the present case, the exact amount of refund equivalent to respondents’ one-third share in the partnership cannot
be determined until all the partnership assets will have been liquidated.

ARIAS, P.M.M.
MICHAEL C. GUY, PETITIONER, VS. ATTY. GLENN C. GACOTT, RESPONDENT.
G.R. No. 206147, January 13, 2016
FACTS:
Atty. Glenn Gacott (Gacott) from Palawan purchased two (2) brand new transreceivers from Quantech Systems
Corporation (QSC) in Manila through its employee Rey Medestomas (Medestomas), amounting to a total of P18,000.00. Due
to major defects, Gacott personally returned the transreceivers to QSC and requested that they be replaced. Medestomas
received the returned transreceivers and promised to send him the replacement units within two (2) weeks from May 10, 1997.
Time passed and Gacott did not receive the replacement units as promised. QSC informed him that there were no available
units and that it could not refund the purchased price. Despite several demands, both oral and written, Gacott was never given
a replacement or a refund. Thus, Gacott filed a complaint for damages. Summons was served upon QSC and Medestomas,
afterwhich they filed their Answer, verified by Medestomas himself and a certain Elton Ong (Ong). QSC and Medestomas
did not present any evidence during the trial. In a Decision, dated March 16, 2007, the RTC found that the two (2)
transreceivers were defective and that QSC and Medestomas failed to replace the same or return Gacott's money. The
decision became final as QSC and Medestomas did not interpose an appeal. Gacott then secured a Writ of Execution, dated
September 26, 2007. During the execution stage, Gacott learned that QSC was not a corporation, but was in fact a general
partnership registered with the Securities and Exchange Commission (SEC). In the articles of partnership, Guy was appointed
as General Manager of QSC. Upon learning that Guy had vehicles registered in his name, Gacott instructed the sheriff to
proceed with the attachment of one of the motor vehicles of Guy based on the certification issued by the DOTC-LTO. On
March 3, 2009, Sheriff Felizarte attached Guy’s vehicle by virtue of the Notice of Attachment/Levy upon Personalty served
upon the record custodian of the DOTC-LTO of Mandaluyong City. A similar notice was served to Guy through his
housemaid at his residence. Thereafter, Guy filed his Motion to Lift Attachment Upon Personalty, arguing that he was not a
judgment debtor and, therefore, his vehicle could not be attached.13 Gacott filed an opposition to the motion. RTC holds that
the property of movant Michael Guy may be validly attached in satisfaction of the liabilities adjudged by this Court against
Quantech Co., the latter being an ostensible Corporation and the movant being considered by this Court as a general partner
therein in accordance with the order of this court impressed in its decision to this case imposing joint and several liability to
the defendants. The CA stressed that Guy, being a partner in QSC, was bound by the summons served upon QSC based on
Article 1821 of the Civil Code. The CA further opined that the law did not require a partner to be actually involved in a suit
in order for him to be made liable. He remained “solidarily liable whether he participated or not, whether he ratified it or not,
or whether he had knowledge of the act or omission.”

ISSUE:
Whether or not Guy is solidarily liable with the partnership for damages arising from the breach of contract of sale
with Gacott.

HELD:
No, Guy is not solidarily liable with the partnership. A partner must be separately and distinctly impleaded before he
can be bound by a judgment. Although a partnership is based on delectus personae or mutual agency, whereby any partner
can generally represent the partnership in its business affairs, it is non sequitur that a suit against the partnership is
necessarily a suit impleading each and every partner. It must be remembered that a partnership is a juridical entity that has a
distinct and separate personality from the persons composing it. Partners’ liability is subsidiary and generally joint;
immediate levy upon the property of a partner cannot be made. Art. 1816 clearly states that, first, the partners’ obligation
with respect to the partnership liabilities is subsidiary in nature. It provides that the partners shall only be liable with their
property after all the partnership assets have been exhausted. To say that one’s liability is subsidiary means that it merely
becomes secondary and only arises if the one primarily liable fails to sufficiently satisfy the obligation. Resort to the
properties of a partner may be made only after efforts in exhausting partnership assets have failed or that such partnership
assets are insufficient to cover the entire obligation. The subsidiary nature of the partners’ liability with the partnership is one
of the valid defenses against a premature execution of judgment directed to a partner. In this case, had he been properly
impleaded, Guy’s liability would only arise after the properties of QSC would have been exhausted. The records, however,
miserably failed to show that the partnership’s properties were exhausted. The report37 of the sheriff showed that the latter
went to the main office of the DOTC-LTO in Quezon City and verified whether Medestomas, QSC and Guy had personal
properties registered therein. Gacott then instructed the sheriff to proceed with the attachment of one of the motor vehicles of
Guy.38 The sheriff then served the Notice of Attachment/Levy upon Personalty to the record custodian of the DOTC-LTO of
Mandaluyong City. A similar notice was served to Guy through his housemaid at his residence.

ARIAS, P.M.M.