PARTNERSHIP Case Digest

Case Digests by: CarleenAguila and Denise Zoleta (3rdYear|SummerClass|May 2016)
Yu v. NLRC| | 1993 |224 scra 75
FACTS…………………………………………………………………………..... If indeed anew partnership had come into existence, Whether or not Yu could
nonetheless assert his rights underhis employment contract with the old partnership
Yu – ex-Assistant General Manager of the marble quarrying and export business as against the new partnership
operatedby a registered partnership called Jade Mountain Products Co. Ltd.
Holding and Ratio Decidendi….………………………………………………………..
partnership was originally organized with Bendals as general partners and Chin
ShianJeng,Chen Ho-Fu and Yu Chang as limited partners; partnership business Yes. Changes in the membership of the partnership resulted in the dissolution
consisted of exploitinga marble deposit in Bulacan of the old partnership which had hired Yu and the emergence of a new partnership
composedof Co and Zapanta.
Yu, as Assistant General Manager, had a monthly salary of 4000. Yu,
however, actually r e c e i v e d o n l y h a l f o f h i s s t i p u l a t e d s a l a r y , s i n c e Under
h e h a d a c c e p t e d t h e p r o m i s e o f t h e partners that the balance would Art. 1828. The dissolution of a partnership is the c
be paid when the firm shall have secured additional operating funds h a n g e i n t h e r e l a t i o n o f t h e partners caused by any par
from abroad. Yu actually managed the operations and finances of t n e r c e a s i n g t o b e a s s o c i a t e d i n t h e c a r r y i n g o n a s distinguis
thebusiness; he had overall supervision of the workers at the marble quarry in hed from the winding up of the business.
Bulacan andtook charge of the preparation of papers relating to the exportation of
the firm’s products. Art. 1830. Dissolution is caused:(1) without violation of the agreement between the
partners;(b) by the express will of any partner, who must act in good faith, when no
general partners Bendals sold and transferred their interests in the partnership to Co definite termor particular undertaking is specified;(2) in contravention of the
and Emmanuel Zapanta agreement between the partners, where the circumstances donot permit a
partnership was constituted solely by Co and Zapanta; it continued to dissolution under any other provision of this article, by the express will of
use the old firmname of Jade Mountain anypartner at any time.
Yu – dismissed by the new partners No winding up of affairs in this case as contemplated

i n A r t . 1 8 2 9 : o n d i s s o l u t i o n t h e partnership is not terminated, but
Issues and Arguments…………………………………………………………………... continues until the winding up of partnership affairs iscompleted.
Whether or the new partnership simply took over the business enter
not thepartnership which had hired Yu as Asst. Gen. Manager p r i s e o w n e d b y t h e o l d partnership, and continued using the
h a d b e e n extinguished and replaced by a new partnership composed of Co and o l d n a m e o f J a d e M o u n t a i n P r o d u c t s C o m p a n y Limited, without
Zapanta winding up the business affairs of the old partnership, paying off its
debts,liquidating and distributing its net assets, and then re-assembling the said
assets or mostof them and opening a new business enterprise.
Page 1 of 38
2. Yes. the new partnership is liable for the debts of the old partnership. The liability of a third person becoming a partner in the partnership continuing the
business, under this article, to the creditors of the dissolved partnership shall be
Art. 1840. In the following cases creditors of the dissolved partnership are also satisfied out of the partnership property only, unless there is a stipulation to the
creditors of the person or partnership continuing the business: contrary.
(1) When any new partner is admitted into an existing partnership, or when any When the business of a partnership after dissolution is continued under any
partner retires and assigns (or the representative of the deceased partner assigns) his conditions set forth in this article the creditors of the dissolved partnership, as
rights in partnership property to two or more of the partners, or to one or more of against the separate creditors of the retiring or deceased partner or the
the partners and one or more third persons, if the business is continued without representative of the deceased partner, have a prior right to any claim of the retired
liquidation of the partnership affairs; partner or the representative of the deceased partner against the person or
partnership continuing the business, on account of the retired or deceased partner's
(2) When all but one partner retire and assign (or the representative of a deceased
interest in the dissolved partnership or on account of any consideration promised
partner assigns) their rights in partnership property to the remaining partner, who
for such interest or for his right in partnership property.
continues the business without liquidation of partnership affairs, either alone or
with others; Nothing in this article shall be held to modify any right of creditors to set aside any
assignment on the ground of fraud.
(3) When any partner retires or dies and the business of the dissolved partnership is
continued as set forth in Nos. 1 and 2 of this article, with the consent of the retired The use by the person or partnership continuing the business of the partnership
partners or the representative of the deceased partner, but without any assignment name, or the name of a deceased partner as part thereof, shall not of itself make the
of his right in partnership property; individual property of the deceased partner liable for any debts contracted by such
person or partnership.
(4) When all the partners or their representatives assign their rights in partnership
property to one or more third persons who promise to pay the debts and who
continue the business of the dissolved partnership;
(5) When any partner wrongfully causes a dissolution and the remaining partners
continue the business under the provisions of article 1837, second paragraph, No. 2,
either alone or with others, and without liquidation of the partnership affairs;
(6) When a partner is expelled and the remaining partners continue the business
either alone or with others without liquidation of the partnership affairs.
Page 2 of 38
Ortega v. Court of Appeals| G.R. No. 178645| 1995|245Scra529
FACTS…………………………………………………………………………..... Holding and Ratio Decidendi….………………………………………………………..
Ortega, then a senior partner in the law firm Bito, Misa, and Lozada withdrew in Yes. The partnership agreement of the firm provides that ”[t]he partnership
said firm. shallcontinue so long as mutually satisfactory and upon the death or legal incapacity
He filed with SEC a petition for dissolution and liquidation of partnership. of one of the partners, shall be continued by the surviving partners.
SEC en banc ruled that withdrawal of Misa from the firm had dissolved
the partnership.Reason: since it is partnership at will, the law firm could Yes. Any one of the partners may, at his sole pleasure, dictate a
be dissolved by any partner atany time, such as by withdrawal therefrom, d i s s o l u t i o n o f t h e partnership at will (e.g. by way of withdrawal of a partner).
regardless of good faith or bad faith, since nopartner can be forced to continue He must, however, act in goodfaith, not that the attendance of bad faith can
in the partnership against his will. prevent the dissolution of the partnership butthat it can result in a liability for
damages
Issues and Arguments…………………………………………………………………...
Whether or not the partnership of Bito, Misa&Lozada (now Bito, Lozada, Ortega&
Castillo)is a partnership at will.
Whether or not the withdrawal of Misa dissolved the partnership regardlessof his
good or bad faith
Page 3 of 38
Tocao v. Court of Appeals| G.R. No. 127405| Oct 4, 2000|342Scra20 reduced to writing on the strength of Belo's assurances that he was sincere,
dependable and honest when it came to financial commitments.
FACTS………………………………………………………………………….....
Private respondent Nenita A. Anay met petitioner William T. Belo, then the vice-
president for operations of Ultra Clean Water Purifier, through her former On October 9, 1987, Anay learned that Marjorie Tocao had signed a
employer in Bangkok. Belo introduced Anay to petitioner Marjorie Tocao, who letter addressed to the Cubao sales office to the effect that she was no longer the
conveyed her desire to enter into a joint venture with her for the importation and vice-president of Geminesse Enterprise.
local distribution of kitchen cookwares
Anay attempted to contact Belo. She wrote him twice to demand her overriding
Under the joint venture, Belo acted as capitalist, Tocao as president and general commission for the period of January 8, 1988 to February 5, 1988 and the audit of
manager, and Anay as head of the marketing department and later, vice-president the company to determine her share in the net profits.
for sales
Anay still received her five percent (5%) overriding commission up to December
1987. The following year, 1988, she did not receive the same commission although
The parties agreed that Belo's name should not appear in any documents relating to the company netted a gross sales of P 13,300,360.00.
their transactions with West Bend Company. Anay having secured the
distributorship of cookware products from the West Bend Company and organized
the administrative staff and the sales force, the cookware business took off
On April 5, 1988, Nenita A. Anay filed Civil Case No. 88-509, a complaint for sum
successfully. They operated under the name of Geminesse Enterprise, a sole
of money with damages against Marjorie D. Tocao and William Belo before the
proprietorship registered in Marjorie Tocao's name.
Regional Trial Court of Makati, Branch 140
The parties agreed further that Anay would be entitled to:

(1) ten percent (10%) of the annual net profits of the business; The trial court held that there was indeed an "oral partnership agreement between
(2) overriding commission of six percent (6%) of the overall weekly production; the plaintiff and the defendants. The Court of Appeals affirmed the lower court’s
(3) thirty percent (30%) of the sales she would make; and decision.
(4) two percent (2%) for her demonstration services. The agreement was not
Page 4 of 38
Whether or not the parties formed a partnership
Yes, the parties involved in this case formed a partnership
The Supreme Court held that to be considered a juridical personality, a partnership

must fulfill these requisites:
(1) two or more persons bind themselves to contribute money, property or industry
to a common fund; and
(2) intention on the part of the partners to divide the profits among themselves. It
may be constituted in any form; a public instrument is necessary only where
immovable property or real rights are contributed thereto.
This implies that since a contract of partnership is consensual, an oral contract of

partnership is as good as a written one.
In the case at hand, Belo acted as capitalist while Tocao as president and general
manager, and Anay as head of the marketing department and later, vice-president
for sales. Furthermore, Anay was entitled to a percentage of the net profits of the
business.
Therefore, the parties formed a partnership.
Page 5 of 38
Estanislao Jr v. Court of Appeals| G.R. No.L - 49982| April 27, 1988|160Scra830 andp a r t i c i p a t i o n i n t h e n e t p r o f i t s o f t h e business; and
(4)T o p a y t h e p l a i n t i f f s a t t o r n e y ’ s f e e s a n d costs of the suit.
FACTS………………………………………………………………………….....
The petitioner and private respondents arebrothers and sisters who

are co-owners of certainlots at the in Quezon City which were then Issues and Arguments…………………………………………………………………...
beingleased to SHELL. They agreed to open and operate agas station thereat to be
known as Estanislao Shell Can a partnership exist between members of the same family arising from their joint
S e r v i c e S t a t i o n w i t h a n i n i t i a l i n v e s t m e n t o f PhP15,00 ownership of certain properties.
0.00 to be taken from the advance rentalsdue to them from SHELL for the
occupancy of thesaid lots owned in common by them. A joint affidavit Holding and Ratio Decidendi….………………………………………………………..
w a s e x e c u t e d b y t h e m o n A p r i l 1 1 , 1 9 6 6 . T h e respondents
agreed to help their brother, petitionertherein, by allowing him to operate and There is no merit in the petitioner’s
manage thegasoline service station of the family. In order not torun counter contentiont h a t b e c a u s e o f t h e s t i p u l a t i o n c a n c e l l i n g a n d super
to the company’s policy of appointingonly one dealer, it was agreed that seding the previous joint affidavit, whateverpartnership agreement there
petitioner wouldapply for the dealership. Respondent Remedioshelped in co- was in said previousa g r e e m e n t h a d t h e r e b y b e e n
managing the business with petitionerfrom May 1966 up to February 1967.On May abrogated. Saidcancelling provision was necessary for the Joint
1966, the parties entered into an AdditionalCash Pledge Agreement with A f f i d a v i t s p e a k s o f P 1 5 , 0 0 0 . 0 0 a d v a n c e r e n t a l starting May 25,
SHELL wherein it wasreiterated that the P15,000.00 advance rental shallbe 1966 while the latter agreement also refers to advance rentals of the
deposited with SHELL to cover advances of fuel same amounts t a r t i n g M a y 2 4 , 1 9 6 6 . T h e r e i s t h e r e f o r e
top e t i t i o n e r a s d e a l e r w i t h a p r o v i s o t h a t s a i d a g r e e m a duplication of reference to the P15,000.00 hence theneed to provide in the
e n t “ c a n c e l s a n d s u p e r s e d e s t h e J o i n t Affidavit. subsequent document that it”
c a n c e l s a n d s u p e r s e d e s ” t h e p r e v i o u s n o n e . Indeed, it is true
For sometime, the petitioner submitted financial statement regarding the that the latter document is silent asto the statement in the Join Affidavit that
operation of the business the valuerepresents the “capital investment” of the parties inthe business and it
tothe private respondents, but thereafter petitionerfailed to render speaks of the petitioner as thesole dealer, but this is as it should be for in the
subsequent accounting. Hence , theprivate respondents filed a complaint latterdocument, SHELL was a signatory and it would beagainst their policy
against thepetitioner praying among others that if in the agreement it should bestated that the business is a partnership with
the latter beordered:( 1 ) T o e x e c u t e a p u b l i c d o c u m e n t privater e s p o n d e n t s a n d n o t a s o l e p r o p r i e t o r s h i p o f t h e petitioner
e m b o d y i n g a l l t h e p r o v i s i o n s o f t h e p a r t n e r s h i p agreement
they entered
into;( 2 ) T o r e n d e r a f o r m a l a c c o u n t i n g o f t h e busines
s operation veering the period fromMay 6, 1966 up to December 21, 1968,
andf r o m J a n u a r y 1 , 1 9 6 9 u p t o t h e t i m e t h e order is issued and that
the same be subjectto proper audit;(3)To pay the plaintiffs their lawful shares
Page 6 of 38
Furthermore, there are other evidences in the recordwhich show that there was in
fact such
partnershipa g r e e m e n t b e t w e e n p a r t i e s . T h e p e t i t i o n e r s u b m i t
t e d t o t h e p r i v a t e r e s p o n d e n t s p e r i o d i c accounting of the b
usiness and
gave a writtena u t h o r i t y t o t h e p r i v a t e r e s p o n d e n t R e m e d i o
s Estanislao to examine and audit the books of their“ c o m m o n
b u s i n e s s ” ( a m i n g n e g o s y o ) . T h e respondent Remedios, on the other
hand, assisted inthe running of the business. Indeed, the
partiesh e r e t o f o r m e d a p a r t n e r s h i p w h e n t h e y b o u n d themsel
ves to contribute money in a common
fundw i t h t h e i n t e n t i o n o f d i v i d i n g t h e p r o f i t s a m o n g themselves.
Page 7 of 38
Yulo v. Yang ChiaoSeng| G.R. No.L - 12541| Aug 28, 1959|106 Phil 111
FACTS…………………………………………………………………………..... Issues and Arguments…………………………………………………………………...
Was the agreement a contract of lease or a partnership?

Yang ChiaoSeng proposed to form a partnership with Rosario Yulo to run and
operate a theatre on the premises occupied by Cine Oro, Plaza Sta. Cruz, Manila the Holding and Ratio Decidendi….………………………………………………………..
principsl conditions of the offer bein; 1. Yang guarantees Yulo a monthly
participation of P 3,000 2. Partnership shall be for a period of 2 years and 6 months Dismissal. The agreement was a sublease not a partnership. The following are the
with the condition that if the land is expropriated, rendered impracticable for requisites of partnership: 1. Two or more persons who bind themselves to
business, owner constructs a permanent building, then Yulo’s right to lease and contribute money, property or industry to a common fund; 2. The intention on the
partnership even if period agreed upon has not yet expired 3. Yulo is authorized to part of the partners to divide the profits among themselves.
personally conduct business in the lobby of the building 4. After Dec 31, 1947 all
improvements placed by partnership shall belong to Yulo but if partnership is Plaintiff did not furnish the supposed P 20,000 capital nor did she furnish any help
terminated before lapse of 1 and ½ years. Yang shall have right to remove or intervention in the management of the theatre. Neither has she demanded from
improvements. Parties established “ Yang and Co. Ltd.” to exist from July 1, 1945 defendant any accounting of the expenses and earnings of the business. She was
– Dec 31, 1947. absolutely silent with respect to any of the acts that a partner should have done all
she did was to receive her share of P 3,000 a month which cannot be interpreted in
In June 1946, they executed a supplementary agreement extending the partnership any manner than a payment for the use of premises which she has leased from the
for 3 years beginning Jan 1, 1948 to Dec 31, 1950. owners.
The land on which the theatre was constructed was leased by Yulo from owners,
Emilia Carrion and Maria Carrion Santa Marina for an indefinite period but that
after 1 year, such lease may be cancelled by either party upom 90 – day notice. In
April 1949, the owners notified Yulo of their desire to cancel the lease contract
come July. Yulo and husband brought a civil action to declare the lease for an
indefinite period. Owners brought their own civil action for ejectment upon Yulo
and Yang.
Page 8 of 38
Evangelista v. Collector of Internal Revenue| G.R. No.L - 9996| Oct 15, 1957|102 engage in real estate transactions for monetary gain and then divide the same among
Phil 140 themselves as indicated by the following circumstances:
1. The common fund was not something they found already in existence
FACTS…………………………………………………………………………..... nor a property inherited by them pro indiviso. It was created purposely, jointly
borrowing a substantial portion thereof in order to establish said common fund;
Herein petitioners seek a review of CTA’s decision holding them liable for income tax, real 2. They invested the same not merely in one transaction, but in a series
estate dealer’s tax and residence tax. As stipulated, petitioners borrowed from their father a of transactions. The number of lots acquired and transactions undertake is
certain sum for the purpose of buying real properties. Within February 1943 to April 1994, strongly indicative of a pattern or common design that was not limited to
they have bought parcels of land from different persons, the management of said properties the conservation and preservation of the aforementioned common fund or
was charged to their brother Simeon evidenced by a document. These properties were then
even of the property acquired. In other words, one cannot but perceive a
leased or rented to various tenants.
On September 1954, CIR demanded the payment of income tax on corporations, character of habitually peculiar to business transactions engaged in the
real estate dealer’s fixed tax, and corporation residence tax to which the petitioners seek to purpose of gain;
be absolved from such payment. 3. Said properties were not devoted to residential purposes, or to other
personal uses, of petitioners but were leased separately to several persons;
4. They were under the management of one person where the affairs
relative to said properties have been handled as if the same belonged to a
Issues and Arguments…………………………………………………………………... corporation or business and enterprise operated for profit;
5. Existed for more than ten years, or, to be exact, over fifteen years,
Whether or not petitioners are subject to the tax on corporations. since the first property was acquired, and over twelve years, since Simeon
Evangelista became the manager;
Holding and Ratio Decidendi….……………………………………………………….. 6. Petitioners have not testified or introduced any evidence, either on
their purpose in creating the set up already adverted to, or on the causes for
its continued existence.
The Court ruled that with respect to the tax on corporations, the issue hinges
on the meaning of the terms “corporation” and “partnership” as used in Section 24 The collective effect of these circumstances is such as to leave no room for doubt
(provides that a tax shall be levied on every corporation no matter how created or on the existence of said intent in petitioners herein.
organized except general co-partnerships) and 84 (provides that the term Also, petitioners’ argument that their being mere co-owners did not create a
corporation includes among others, partnership) of the NIRC. Pursuant to Article separate legal entity was rejected because, according to the Court, the tax in
1767, NCC (provides for the concept of partnership), its essential elements are: (a) question is one imposed upon "corporations", which, strictly speaking, are distinct
an agreement to contribute money, property or industry to a common fund; and (b) and different from "partnerships". When the NIRC includes "partnerships" among
intent to divide the profits among the contracting parties. the entities subject to the tax on "corporations", said Code must allude, therefore,
It is of the opinion of the Court that the first element is undoubtedly present for to organizations which are not necessarily "partnerships", in the technical sense of
petitioners have agreed to, and did, contribute money and property to a common the term. The qualifying expression found in Section 24 and 84(b) clearly indicates
fund. As to the second element, the Court fully satisfied that their purpose was to that a joint venture need not be undertaken in any of the standard forms, or in
conformity with the usual requirements of the law on partnerships, in order that
Page 9 of 38
one could be deemed constituted for purposes of the tax on corporations.

Accordingly, the lawmaker could not have regarded that personality as a condition
essential to the existence of the partnerships therein referred to. For purposes of the
tax on corporations, NIRC includes these partnerships - with the exception only of
duly registered general co partnerships - within the purview of the term
"corporation." It is, therefore, clear that petitioners herein constitute a partnership,
insofar as said Code is concerned and are subject to the income tax for
corporations.
As regards the residence of tax for corporations (Section 2 of CA No. 465),
it is analogous to that of section 24 and 84 (b) of the NIRC. It is apparent that the
terms "corporation" and "partnership" are used in both statutes with substantially
the same meaning. Consequently, petitioners are subject, also, to the residence tax
for corporations.
Finally, on the issues of being liable for real estate dealer’s tax, they are also
liable for the same because the records show that they have habitually engaged in
leasing said properties whose yearly gross rentals exceeds P3,000.00 a year.
Page 10 of 38
Ona v. Commissioner of Internal Revenue| G.R. No.L - 19342| May 25, 1972|45
Scra 79
FACTS…………………………………………………………………………...
Whether or not there was a co-ownership or an unregistered partnership.
Julia Buñales died leaving as heirs her surviving spouse, Lorenzo Oña and her five
children. A civil case was instituted for the settlement of her state, in which Oña Whether or not the petitioners are liable for the deficiency corporate income tax.
was appointed administrator and later on the guardian of the three heirs who were
still minors when the project for partition was approved. This shows that the heirs
have undivided ½ interest in 10 parcels of land, 6 houses and money from the War Holding and Ratio Decidendi….………………………………………………………..
Damage Commission.
Unregistered partnership. The Tax Court found that instead of actually
Although the project of partition was approved by the Court, no attempt was made
distributing the estate of the deceased among themselves pursuant to the project of
to divide the properties and they remained under the management of Oña who used
partition, the heirs allowed their properties to remain under the management of
said properties in business by leasing or selling them and investing the income
Oña and let him use their shares as part of the common fund for their ventures,
derived therefrom and the proceeds from the sales thereof in real properties and
even as they paid corresponding income taxes on their respective shares.
securities. As a result, petitioners’ properties and investments gradually increased.
Yes. For tax purposes, the co-ownership of inherited properties is automatically
Petitioners returned for income tax purposes their shares in the net income but they
converted into an unregistered partnership the moment the said common properties
did not actually receive their shares because this left with Oña who invested them.
and/or the incomes derived therefrom are used as a common fund with intent to
Based on these facts, CIR decided that petitioners formed an unregistered produce profits for the heirs in proportion to their respective shares in the
partnership and therefore, subject to the corporate income tax, particularly for years inheritance as determined in a project partition either duly executed in an
1955 and 1956. Petitioners asked for reconsideration, which was denied hence this extrajudicial settlement or approved by the court in the corresponding testate or
petition for review from CTA’s decision. intestate proceeding. The reason is simple. From the moment of such partition, the
heirs are entitled already to their respective definite shares of the estate and the
incomes thereof, for each of them to manage and dispose of as exclusively his own
without the intervention of the other heirs, and, accordingly, he becomes liable
individually for all taxes in connection therewith. If after such partition, he allows
his share to be held in common with his co-heirs under a single management to be
used with the intent of making profit thereby in proportion to his share, there can
Page 11 of 38
be no doubt that, even if no document or instrument were executed, for the

purpose, for tax purposes, at least, an unregistered partnership is formed.
For purposes of the tax on corporations, our National Internal Revenue Code
includes these partnerships —
The term “partnership” includes a syndicate, group, pool, joint venture or other
unincorporated organization, through or by means of which any business, financial operation, or
venture is carried on...
with the exception only of duly registered general co partnerships — within the
purview of the term “corporation.” It is, therefore, clear to our mind that
petitioners herein constitute a partnership, insofar as said Code is concerned, and
are subject to the income tax for corporations. Judgment affirmed.
Page 12 of 38
Pascual v. Commissioner of Internal Revenue| G.R. No. 78133| Oct 18, 1988|166 does not of itself establish a partnership, whether or not the persons sharing them
Scra 560 have a joint or common right or interest in any property from which there turns are
derived; The sharing of returns does not in itself establish a partnership whether or
FACTS…………………………………………………………………………... not the persons sharing therein have a joint or common right or interest in the
property. There must be a clear intent to form a partnership, the existence of a
On June 22, 1965, petitioners bought two (2) parcels of land from Santiago juridical personality different from the individual partners, and the freedom of each
Bernardino, et al. and on May 28, 1966, they bought another three (3) parcels of party to transfer or assign the whole property.
land from Juan Roque. The first two parcels of land were sold by petitioners in 1968
to Marenir Development Corporation, while the three parcels of land were sold by In the present case, there is clear evidence of co-ownership between the petitioners.
petitioners to Erlinda Reyes and Maria Samson on March 19, 1970. Petitioner There is no adequate basis to support the proposition that they thereby formed an
realized a net profit in the sale made in 1968 in the amount of P165, 224.70, while unregistered partnership. The two isolated transactions whereby they purchased
they realized a net profit of P60, 000 in the sale made in 1970. The corresponding properties and sold the same a few years thereafter did not thereby make them
capital gains taxes were paid by petitioners in 1973 and 1974 .Respondent partners. They shared in the gross profits as co- owners and paid their capital gains
Commissioner informed petitioners that in the years 1968 and 1970, petitioners as taxes on their net profits and availed of the tax amnesty thereby. Under the
co-owners in the real estate transactions formed an unregistered partnership or joint circumstances, they cannot be considered to have formed an unregistered
venture taxable as a corporation under Section 20(b)and its income was subject to partnership which is thereby liable for corporate income tax, as the respondent
the taxes prescribed under Section 24, both of the National Internal Revenue Code; commissioner proposes. And even assuming for the sake of argument that such
that the unregistered partnership was subject to corporate income tax as unregistered partnership appears to have been formed, since there is no such
distinguished from profits derived from the partnership by them which is subject to existing unregistered partnership with a distinct personality nor with assets that can
individual income tax. be held liable for said deficiency corporate income tax, then petitioners can be held
individually liable as partners for this unpaid obligation of the partnership.
Whether petitioners formed an unregistered partnership subject to corporate

income tax.
Article 1769 of the new Civil Code lays down the rule for determining when a
transaction should be deemed a partnership or a co-ownership. Said article
paragraphs 2 and 3, provides:(2) Co-ownership or co-possession does not
itself establish a partnership, whether such co-owners or co-possessors do or do not
share any profits made by the use of the property; (3) The sharing of gross returns
Page 13 of 38
Bastida vs. Menzi and Co.| G.R. No. L - 35840| March 31, 1933|58 Phil 188
FACTS…………………………………………………………………………... Holding and Ratio Decidendi….………………………………………………………..
Bastida offered to assign to Menzi & Co. his contract with Phil Sugar The relationship established between the parties was not that of
Centrals Agency and to supervise the mixing of the fertilizer and to obtain other partners, but that of employer and employee, whereby the plaintiff was to
orders for 50 % of the net profit that Menzi & Co., Inc., might derive there receive 35% of the net profits of the fertilizer business of Menzi in compensation
from. J. M. Menzi (gen. manager of Menzi & Co.) accepted the offer. The for his services for supervising the mixing of the fertilizers. Neither the
agreement between the parties was verbal and was confirmed by the letter of Menzi provisions of the contract nor the conduct of the parties p r i o r o r
to the plaintiff on January 10, 1922.Pursuant to the verbal agreement, the subsequent to its execution ju stified the finding that it was a
defendant corporation on April 27, 1922 entered into a written contract c o n t r a c t o f c o - partnership. The written contract was, in fact, a
with the plaintiff, marked Exhibit A, which is the basis of the present continuation of the verbal agreement between the parties, whereby the
action. Still, the fertilizer business as carried on in the same manner as it plaintiff worked for the defendant corporation for one-half of the net profits
was prior to the written contract, but the net profit that the plaintiff derived by the corporation form certain fertilizer contracts. According to Art. 116
herein shall get would only be 35%. The intervention of the plaintiff was limited of the Code of Commerce, articles of association by which two or more persons
to supervising the mixing of the fertilizers in the bodegas of Menzi. Prior to the obligate themselves to place in a common fund any property, industry,
expiration of the contract (April 27, 1927), the manager of Menzi notified or any of these things, in order to obtain profit, shall be commercial, no matter
the plaintiff that the contract for his services would not be renewed. Subsequently, what it class may be, provided it has been established in accordance with
when the contract expired, Menzi proceeded to liquidate the fertilizer the provisions of the Code. However in this case, there was no common fund.
business in question. The plaintiff refused to agree to this. It argued, among The business belonged to Menzi & Co. The plaintiff was working for Menzi,
others, that the written contract enteredinto by the parties is a contract of general and instead of receiving a fixed salary, he was to
regular commercial partnership, wherein Menzi was the capitalist and the plaintiff
the industrial partner.
receive 35% of the net profits as compensation for his services. The phrase in the
Issues and Arguments…………………………………………………………………... written contract “en sociedad con”, which is used as a basis of the plaintiff to prove
partnership in this case, merely means “en reunion con” or in association with. It is
Is the relationship between the petitioner and Menzi that of Partners? also important to note that although Menzi agreed to furnish the necessary financial
aid for the fertilizer business, it did not obligate itself to contribute any
fixed sum as capital or to defray at its own expense the cost of securing
the necessary credit
Page 14 of 38
Anton vs Oliva.| G.R. No. | 2011|647 Scra 506 made.

- They paid OLIVAS their share in the PROFITS of the business
FACTS…………………………………………………………………………... EVENT – Gladys and Miriam filed for legal separation – terminate their
business partnership with her parents.
This case is about the obligation to continue complying with the terms - RTC – held NO PARTNERSHIP RELATION existed but Jose Miguel had an
of the agreement despite the court's declaration that no partnership obligation to render an accounting from the start of the business until
exist between the parties. TERMINATION OF THEIR MOAs.
- The OLIVAS filed an action for accounting and specific performance with
damages against petitioner (3) ANTONS before the Regional Trial Court
(RTC) of Quezon City. Issues and Arguments…………………………………………………………………...
- The Olivas alleged that they entered into three Memoranda of Agreement
(MOA) with Gladys Miriam, their daughter, and Jose Miguel, their son-in- Whether or not Court of Appeals notwithstanding the absence of a partnership
law, setting up a business partnership covering three fast food stores, between the Olivas and the Antons, the latter have the obligation to pay the former
known as "Pinoy Toppings" that were to be established at SM Megamall, their shares of the net profits?
SM Cubao, and SM Southmall.
- Under the MOAs, the Olivas were entitled to 30% share of the net profits Holding and Ratio Decidendi….………………………………………………………..
of the SM Megamall store and 20% in the cases of SM Cubao and SM
Southmall stores. Petition denied.
- The OLIVAS alleged that while the ANTONS gave them a total of
P2,547,000.00 representing their monthly shares of the net profits from NO PARTNERSHIP, relationship, creditor-debtor.
the operations of the SM Megamall and SM Southmall stores, the Antons
did not give them their shares of the net profits from the store at SM Cubao. - Although the MOA – contained “partners” – THE AMOUNTS GIVEN DID
- 1997 – stopped giving the OLIVAS all their share in the NET PROFITS of NOT APPEAR TO BE CAPITAL CONTRIBUTIONS TO THE
the 3 stores. ESTABLISHMENT OF THE STORES. (SEE DEFINITION OF
- THUS – OLIVAS demanded an accounting of PARTNERSHIP FUNDS but PARTNERSHIP – COMMON FUND – BUSINESS ENTERPRISE)
in response Jose Miguel (ANTON) TERMINATED their PARTNERSHIP - *share in net profits only (though must also share in loss to be partners)
AGREEMENT. - The stores had to pay the amounts back with interests.
- ANSWERING IN COMPLAINT – ANTON alleged that he and his wife - MOA’s FORBADE the OLIVAS from interfering with the running of the
NEVER PARTNERED with OLIVAS. stores.
- They only BORROWED MONEY from the OLIVAS to finance the opening of - ALSO – none of the parties has made an issued of the common finding of
the stored. the courts – THUS ESTOPPEL, no partnership already proven.
- The wife, Gladys, managed the operations ot the business, and remitted to - JOSE MIGUEL’s argument, since they are not partners, OLIVAS are not
the OLIVAS the amounts due to them – EVEN AFTER THE LOANS had entitled to receive percentage shares of the NET PROFITS.
been paid. - Antons agreed to compensate them (olivas) for the risks they had
- IF ACCOUNTING - purpose of ascertaining the correctness the payments taken.
Page 15 of 38
- The OLIVAS gave the loans with NO SECURITY – they were to be paid
such loans only if the stores made profits.
- IF the business suffered loses and could not pay – the OLIVAS would have
assumed those loses by themselves. (NO SEPARAT JURIDICAL
PERSONALITY).
- Since OLIVAS were mere creditors and not partners – they had NO
RIGHT to demand that the ANTONS make an accounting of the money
loaned out to them.
Page 16 of 38
Tocao v. Court of Appeals |G.R. No. 127405|Sept 20, 2001 |365 Scra 463
FACTS…………………………………………………………………………...
On November 14, 2001, petitioners Marjorie Tocao and William T. Belo

filed a Motion for Reconsideration of our Decision dated October 4, 2000. They
maintain that there was no partnership bettween petitioner Belo, on the one hand,
and respondent Nenita A. Anay, on the other hand; and that the latter being
merely an employee of petitioner Tocao.
After a careful review of the evidence presented, we are convinced that,
indeed, petitioner Belo acted merely as guarantor of Geminesse Enterprise. This
was categorically affirmed by respondents own witness, Elizabeth Bantilan,
during her cross-examination. Furthermore, Bantilan testified that it was Peter Lo
who was the company’s financier.
Whether or not the respondent should be deemed in bad faith for failing to account
for stocks of Geminesse Enterprise amounting to P208,250.00 and that,
accordingly, her claim for damages should be barred to that extent.
The Motion for Reconsideration of petitioners is partially granted. The Regional

Trial Court of Makati is hereby ordered to dismiss the complaint, docketed as Civil
Case No. 88-509, as against petitioner William T. Belo only. The sum of
P208,250.00 shall be deducted from whatever amount petitioner Marjorie Tocao
shall be held liable to pay respondent after the formal accounting of the partnership
affairs.
Page 17 of 38
Fernandez v. Dela Rosa |G.R. No. 413|Feb 2, 1903|1 Phil 671

Dela Rosa admits that the project of forming a partnership in the casco business in
FACTS…………………………………………………………………………...
which he was already engaged to some extent individually was discussed between
Fernandez alleges that in January, 1900, he entered into a verbal agreement with himself and the plaintiff in January, 1900, but he denies that any agreement was ever
Dela Rosa to form a partnership for the purchase of cascoes and the carrying on of consummated. He denies that the plaintiff furnished any money in January, 1900,
the business of letting the same for hire in Manila, and Dela Rosa is to buy the for the purchase of the first casco, or for repairs on the same, but claims that he
cascoes and each partner to furnish for that purpose such amount of money as he borrowed 300 pesos on his individual account in January from the bakery firm,
could, the profits to be divided proportionately; Fernandez furnished Dela Rosa consisting of the plaintiff, Marcos Angulo, and Antonio Angulo. The 825 pesos,
sums to purchase and repair cascoes, the latter taking the titles in his own name; which he admits he received from the Fernandez March 5, he claims was for the
that in April the parties undertook to draw up articles of partnership for the purchase of the first casco, which he alleged was bought March 12, and he alleges
purpose of embodying the same in an authentic document, but that the defendant that he never received anything from the defendant toward the purchase of the
having proposed a draft of such articles which differed materially from the terms of 2ndcasco. He claims to have paid, exclusive of repairs, 1,200 pesos for the first casco
the earlier verbal agreement, and being unwillingly to include the 2nd casco in the and 2,000 pesos for the second one.
partnership, they were unable to come to any understanding and no written

agreement was executed; that the defendant having in the meantime had the control
(1) Did a partnership exist between the parties?
and management of the two cascoes, the plaintiff made a demand for an accounting
(2) If such partnership existed, was it terminated as a result of the act of the
upon him, which the defendant refused to render, denying the existence of the defendant in receiving back the 1,125 pesos?
partnership altogether.
Page 18 of 38

view of the admitted fact that prior to the purchase of the first casco the formation
(1) “Partnership is a contract by which two or more persons bind themselves to of a partnership had been a subject of negotiation between them.
contribute money, property, or industry to a common fund, with the intention of
dividing the profits among themselves.” (Civil Code, art. 1665.) It is thus apparent that a complete and perfect contract of partnership was entered
into by the parties. This contract, it is true, might have been subject to a suspensive
The essential points upon which the minds of the parties must meet in a contract of condition, postponing its operation until an agreement was reached as to the
partnership are, therefore, (1) mutual contribution to a common stock, and (2) a respective participation of the partners in the profits, the character of the
joint interest in the profits. If the contract contains these two elements the partnership as collective or en comandita, and other details, but although it is asserted
partnership relation results, and the law itself fixes the incidents of this relation if by counsel for the defendant that such was the case, there is little or nothing in the
the parties fail to do so. (Civil Code, secs. 1689, 1695.) record to support this claim, and that fact that the defendant did actually go on and
purchase the boat, as it would seem, before any attempt had been made to
We have found as a fact that money was furnished by the plaintiff and received by formulate partnership articles, strongly discountenances the theory.
the defendant with the understanding that it was to be used for the purchase of the The execution of a written agreement was not necessary in order to give efficacy to
cascoes in question. This establishes the first element of the contract, namely, the verbal contract of partnership as a civil contract, the contributions of the
mutual contribution to a common stock. The second element, namely, the intention partners not having been in the form of immovables or rights in immovables. (Civil
to share profits, appears to be an unavoidable deduction from the fact of the Code, art. 1667.) The special provision cited, requiring the execution of a public
purchase of the cascoes in common, in the absence of any other explanation of the writing in the single case mentioned and dispensing with all formal requirements in
object of the parties in making the purchase in that form, and, it may be added, in other cases, renders inapplicable to this species of contract the general provisions of
article 1280 of the Civil Code.

Page 19 of 38
2) The remaining question is as to the legal effect of the acceptance by the plaintiff
of the money returned to him by the defendant after the definitive failure of the
attempt to agree upon partnership articles. The amount returned fell short, in our
view of the facts, of that which the plaintiff had contributed to the capital of the
partnership, since it did not include the sum which he had furnished for the repairs
of casco No. 1515. Moreover, it is quite possible, as claimed by the plaintiff, that a
profit may have been realized from the business during the period in which the
defendant have been administering it prior to the return of the money, and if so he
still retained that sum in his hands. For these reasons the acceptance of the money
by the plaintiff did not have the effect of terminating the legal existence of the
partnership by converting it into a societas leonina, as claimed by counsel for the
defendant.
The result is that we hold and declare that a partnership was formed between the
parties in January, 1900, the existence of which the defendant is bound to recognize;
that cascoes No. 1515 and 2089 constitute partnership property, and that the
plaintiff is entitled to an accounting of the defendant’s administration of such
property, and of the profits derived therefrom. This declaration does not involve an
adjudication as to any disputed items of the partnership account.
Page 20 of 38
Tan vs. Del Rosario |G.R. No. 109289| Oct 3, 1994|237 Scra 234
FACTS…………………………………………………………………………... Issues and Arguments…………………………………………………………………...
1. Two consolidated cases assail the validity of RA 7496 or the Simplified Net Income 1.Whether or not the tax law is unconstitutional for violating due process.
Taxation Scheme ("SNIT"), which amended certain provisions of the NIRC, as well
as the Rules and Regulations promulgated by public respondents pursuant to said 2. Whether or not public respondents exceeded their authority in promulgating the
law. RR.
2. Petitioners posit that RA 7496 is unconstitutional as it allegedly violates the Holding and Ratio Decidendi….………………………………………………………..
following provisions of the Constitution:
NO. The due process clause may correctly be invoked only when there is a clear
-Article VI, Section 26(1) — Every bill passed by the Congress shall embrace only contravention of inherent or constitutional limitations in the exercise of the tax
one subject which shall be expressed in the title thereof. power. No such transgression is so evident in herein case.
- Article VI, Section 28(1) — The rule of taxation shall be uniform and equitable.
The Congress shall evolve a progressive system of taxation. 1. Uniformity of taxation, like the concept of equal protection, merely requires that all
- Article III, Section 1 — No person shall be deprived of . . . property without due subjects or objects of taxation, similarly situated, are to be treated alike both in
process of law, nor shall any person be denied the equal protection of the laws. privileges and liabilities. Uniformity does not violate classification as long as: (1) the
standards that are used therefor are substantial and not arbitrary, (2) the
3. Petitioners contended that public respondents exceeded their rule-making authority categorization is germane to achieve the legislative purpose, (3) the law applies, all
in applying SNIT to general professional partnerships. Petitioner contends that the things being equal, to both present and future conditions, and (4) the classification
title of HB 34314, progenitor of RA 7496, is deficient for being merely entitled, applies equally well to all those belonging to the same class.
"Simplified Net Income Taxation Scheme for the Self-Employed and Professionals Engaged in the
Practice of their Profession" (Petition in G.R. No. 109289) when the full text of the title 2. What is apparent from the amendatory law is the legislative intent to increasingly
actually reads, shift the income tax system towards the schedular approach in the income taxation
'An Act Adopting the Simplified Net Income Taxation Scheme For The Self-Employed and
of individual taxpayers and to maintain, by and large, the present global
Professionals Engaged In The Practice of Their Profession, Amending Sections 21 and 29 of the
treatment on taxable corporations. The Court does not view this classification to be
National Internal Revenue Code,' as amended. Petitioners also contend it violated due
arbitrary and inappropriate.
process.
5. The Solicitor General espouses the position taken by public respondents. No. There is no evident intention of the law, either before or after the amendatory
6. The Court has given due course to both petitions. legislation, to place in an unequal footing or in significant variance the income tax
treatment of professionals who practice their respective professions individually
and of those who do it through a general professional partnership.
Page 21 of 38
MA v. Fernandez Jr. |G.R. No. 183133| July 2, 2010|625 Scra 566 converts an invalid instrument into a valid one. In the case at bar, registration is
only a means of confirming the fact that citizenship has been claimed.
FACTS…………………………………………………………………………...
Petitioners are children of a Taiwanese father and a Filipino mother. Upon reaching
the age of majority, they executed their affidavit of election of Philippine citizenship
and took their oath of allegiance before proper authorities. However, they failed to
have the necessary documents registered in the civil registry as required under
Section 1 of Commonwealth Act No.625. It was only 30 years after, in 2005 that
petitioners complied with the said requirement after a complaint was filed against
them before the Bureau of Immigration (BI). The BI ruled that they violated
Commonwealth Act No. 613, in relation to BI Memorandum Order Nos. ADD-01-
031and ADD-01-035 respectively. Upon motion for reconsideration, the CA
affirmed the BI’s ruling. Hence, this present petition for review
Should children born under the 1935 Constitution of a Filipino mother and an alien
father but who failed to immediately file the documents of election with the nearest
civil registry, be considered foreign nationals?
No. The Supreme Court laid down the statutory formalities in electing Philippine
citizenship: (1) a statement of election under oath; (2) an oath of allegiance to the
Constitution and Government of the Philippines; and (3) registration of the
statement of election and of the oath with the nearest civil registry. In the case at
bar, the Court ruled that the right to elect Philippine citizenship has not been lost
and petitioners should be allowed to complete the statutory requirements for such
election, subject to any administrative penalties, if any. This is because the
petitioners have complied with the first two requirements, and even though they a
relate in registering their documents, they should be allowed to still do so because
of their positive acts of citizenship. These positive acts were equivalent to formal
registration. In justifying their ruling, the Court said that registration is made for the
purpose of notification, and does not add value to the validity of an instrument nor
Page 22 of 38
Torres v. Court of Appeals |G.R. No. 134559| Dec 9, 1999|320 Scra 428
FACTS…………………………………………………………………………...
In 1969, sisters Antonia Torres and Emeteria Baring entered into a joint venture
Whether or not there exists a partnership
agreement with Manuel Torres. Under the agreement, the sisters agreed to execute a
deed of sale in favor Manuel over a parcel of land, the sisters received no cash
payment from Manuel but the promise of profits (60% for the sisters and 40% for
Manuel) – said parcel of land is to be developed as a subdivision.
Yes. The joint venture agreement the sisters entered into with Manuel is a
Manuel then had the title of the land transferred in his name and he subsequently partnership agreement whereby they agreed to contribute property (their land)
mortgaged the property. He used the proceeds from the mortgage to start building which was to be developed as a subdivision. While on the other hand, though
roads, curbs and gutters. Manuel also contracted an engineering firm for the Manuel did not contribute capital, he is an industrial partner for his contribution for
building of housing units. But due to adverse claims in the land, prospective buyers general expenses and other costs. Furthermore, the income from the said project
were scared off and the subdivision project eventually failed. would be divided according to the stipulated percentage (60-40). Clearly, the
The sisters then filed a civil case against Manuel for damages equivalent to 60% of contract manifested the intention of the parties to form a partnership. Further still,
the value of the property, which according to the sisters, is what’s due them as per the sisters cannot invoke their right to the 60% value of the property and at the
the contract. same time deny the same contract which entitles them to it.
The lower court ruled in favor of Manuel and the Court of Appeals affirmed the At any rate, the failure of the partnership cannot be blamed on the sisters, nor can it
lower court. be blamed to Manuel (the sisters on their appeal did not show evidence as to
Manuel’s fault in the failure of the partnership). The sisters must then bear their loss
The sisters then appealed before the Supreme Court where they argued that there is
(which is 60%). Manuel does not bear the loss of the other 40% because as an
no partnership between them and Manuel because the joint venture agreement is industrial partner he is exempt from losses.
void.
Page 23 of 38
Rojas v. Maglana |G.R. No. 30616| Dec 10, 1990|192 Scra 110
Maglana and Rojas executed their Articles of Co-Partnership called Eastcoast It was not the intention of the partners to dissolve the first partnership, upon the
Development Enterprises (EDE). It was a partnership with an indefinite term of constitution of the second one, which they unmistakably called “additional
existence. Maglana shall manage the business affairs while Rojas shall be the logging agreement.” Otherwise stated even during the existence of the second partnership,
superintendant and shall manage the logging operation. They shall share in all all business transactions were carried out under the duly registered articles. No
profits and loss equally. Due to difficulties encountered they decided to avail of the rights and obligations accrued in the name of the second partnership except in favor
sources of Pahamatong as industrial partners. They again executed their Articles of of Pahamatong which was fully paid by the duly registered partnership.
Co-Partnership under EDE. The term is 30 years. After sometime Pamahatong sold
his interest to Maglana and Rojas including equipment contributed. After
withdrawal of Pamahatong, Maglana and Rojas continued the partnership. After 3
months, Rojas entered into a management contract with another logging enterprise.
He left and abandoned the partnership. He even withdrew his equipment from the
partnership and was transferred to CMS. He never told Maglana that he will not be
able to comply with the promised contributions and he will not work as logging
superintendent. Maglana then told Rojas that the latter share will just be 20% of the
net profits. Rojas took funds from the partnership more than his contribution.
Thus, Maglana notified Rojas that he dissolved the partnership.
What is the nature of the partnership and legal relationship of Maglana and Rojas
after Pahamatong retired from the second partnership.
Page 24 of 38
SECTION 11 Issues and Arguments…………………………………………………………………...
Lyons v. Rosenstock |G.R. No. L-35469| March 17, 1932|56 Phil 632 Whether there was a general relation of partnership.
Henry W. Elser was engaged in buying, selling, and administering real estate. E. S. NO, The position of the appellant is, in our opinion, untenable. If Elser hadused
Lyons joined with him, the profits being shared by the two in equal parts. Lyons, any money actually belonging to Lyons in this deal, he would under article 1724of
whose regular vocation was that of a missionary or missionary agent, of the the Civil Code and article 264 of the Code of Commerce, be obligated to payinterest
Methodist Episcopal Church, went on leave to the United States and was gone upon the money so applied to his own use. Under the law prevailing in
for nearly a year and a half. Elser made written statements showing that Lyons was, this jurisdiction a trust does not ordinarily attach with respect to property
at that time, half owner with Elser of three particular pieces of real property. acquired by a person who uses money belonging to another (Martinez vs. Martinez,
Concurrently with this act Lyons execute in favor of Elser a general power of 1 Phil., 647;Enriquez vs. Olaguer, 25 Phil., 641.). Of course, if an actual relation of
attorney empowering him to manage and dispose of said properties at will and to partnership had existed in the money used, the case might be different; and much
represent Lyons fully and amply, to the mutual advantage of both. The attention of emphasis is laid in the appellant's brief upon the relation of partnership which, it is
Elser was drawn to a piece of land, referred to as the San Juan Estate. He obtained claimed, existed. But there was clearly no general relation of partnership, under
the loan of P50,000 to complete the amount needed for the first payment on the article 1678 of the Civil Code. It is clear that Elser, in buying the San Juan Estate,
San Juan Estate. The lender insisted that he should procure the signature of the was not acting for any partnership composed of himself and Lyons, and the law
Fidelity & Surety Co. on the note to be given for said loan. Elser mortgaged to the cannot be distorted into a proposition which would make Lyons a participant in this
Fidelity & Surety Co. the equity of redemption in the property owned by himself deal contrary to his express determination. It seems to be supposed that the
and Lyons on Carriedo Street to secure the liability thus assumed by it. The case for doctrines of equity worked out in the jurisprudence of England and the United
the plaintiff supposes that, when Elser placed a mortgage for P50,000upon the States with reference to trust supply a basis for this action. The doctrines referred to
equity of redemption in the Carriedo property, Lyons, as half owner of said operate, however, only where money belonging to one person is used by another
property, became, as it were, involuntarily the owner of an undivided interest in the for the acquisition of property which should belong to both and it takes but little
property acquired partly by that money; and it is insisted for him that, in discernment to see that the situation here involved is not one for the application of
consideration of this fact, he is entitled to the four hundred forty-six and two-thirds that doctrine, for no money belonging to Lyons or any partnership composed of
shares of J. K. Pickering & Company, with the earnings thereon, as claimed in his Elser and Lyons was in fact used by Elser in the purchase of the San Juan Estate.
complaint. Of course, if any damage had been caused to Lyons by the placing of the mortgage
upon the equity of redemption in the Carriedo property, Elser's estate would be
liable for such damage. But it is evident that Lyons was not prejudice by that act.
Page 25 of 38
Lim Tong Lim v. Phil Fishing Gear Industries Inc. |G.R. No. 136448| Nov 3,
1999|317 Scra 728
FACTS…………………………………………………………………………...
Yes. From the factual findings of both lower courts, it is clear that Chua, Yao and
It was established that Lim Tong Lim requested Peter Yao to engage in commercial Lim had decided to engage in a fishing business, which they started by buying boats
fishing with him and one Antonio Chua. The three agreed to purchase two fishing worth P3.35 million, financed by a loan secured from Jesus Lim. In their
boats but since they do not have the money they borrowed from one Jesus Lim Compromise Agreement, they subsequently revealed their intention to pay the loan
(brother of Lim Tong Lim). They again borrowed money and they agreed to with the proceeds of the sale of the boats, and to divide equally among them the
purchase fishing nets and other fishing equipments. Now, Yao and Chua excess or loss. These boats, the purchase and the repair of which were financed
represented themselves as acting in behalf of “Ocean Quest Fishing Corporation” with borrowed money, fell under the term “common fund” under Article 1767. The
(OQFC) they contracted with Philippine Fishing Gear Industries (PFGI) for the contribution to such fund need not be cash or fixed assets; it could be an intangible
purchase of fishing nets amounting to more than P500k. like credit or industry. That the parties agreed that any loss or profit from the sale
They were however unable to pay PFGI and so they were sued in their own names and operation of the boats would be divided equally among them also shows that
because apparently OQFC is a non-existent corporation. Chua admitted liability and they had indeed formed a partnership.
asked for some time to pay. Yao waived his rights. Lim Tong Lim however argued Lim Tong Lim cannot argue that the principle of corporation by estoppels can only
that he’s not liable because he was not aware that Chua and Yao represented be imputed to Yao and Chua. Unquestionably, Lim Tong Lim benefited from the
themselves as a corporation; that the two acted without his knowledge and consent. use of the nets found in his boats, the boat which has earlier been proven to be an
Issues and Arguments…………………………………………………………………... asset of the partnership. Lim, Chua and Yao decided to form a corporation.
Although it was never legally formed for unknown reasons, this fact alone does not
Whether or not Lim Tong Lim is liable. preclude the liabilities of the three as contracting parties in representation of it.
Clearly, under the law on estoppel, those acting on behalf of a corporation and
those benefited by it, knowing it to be without valid existence, are held liable as
general partners.
Page 26 of 38
Litton v. Hill and Ceron |G.R. No. L-45624| April 25, 1939|67 Phil 509 Ceron reads in part: Second: That the purpose or object for which this co-
partnership is organized is to engage in the business of brokerage in general, such as
FACTS…………………………………………………………………………... stock and bond brokers, real brokers, investment security brokers, shipping brokers,
and other activities pertaining to the business of brokers in general. The kind of
Litton sold and delivered to Ceron, one of the managing partners of Hill & Ceron, a business in which the partnership Hill & Ceron is to engage being thus determined,
certain number of mining claims. By virtue of said transaction, Ceron delivered to none of the two partners, under article 130 of the Code of Commerce, may legally
plaintiff a document (receipt) acknowledging that he received from Litton certain engage in the business of broker agent general as stock brokers, security brokers
share certificates of Big Wedge Mining Company totalingP1870.Ceron paid to and other activities pertaining to the business of the partnership. Ceron, therefore,
Litton P1, 150 leaving a balance of P720. Litton was unable to collect the unpaid could not have entered into the contract of sale of shares with Litton as a private
balance from Hill & Ceron or from its surety. Litton filed a complaint against the individual, but as a managing partner of Hill & Ceron The stipulation in the articles
defendants for the recovery of the balance. The court ordered Ceron to personally of partnership that any of the two managing partners may contract and sign in the
pay the amount claimed and absolved the partnership, Hill and the surety. CA name of the partnership with the consent of the other, undoubtedly creates an
affirmed the decision of the court. obligation between the two partners, which consists in asking the other's consent
before contracting for the partnership. This obligation of course is not imposed
Issues and Arguments…………………………………………………………………... upon a third person who contracts with the partnership. Neither is it necessary for
the third person to ascertain if the managing partner with whom he contracts has
Did the transaction bind the partnership or Ceron only? previously obtained the consent of the other. A third person may and has a right to
presume that the partner with whom he contracts has, in the ordinary and natural
Holding and Ratio Decidendi….………………………………………………………. course of business, the consent of his co- partner; for otherwise he would not enter
into the contract. The third person would naturally not presume that the partner
While the transaction was entered into by Ceron, it bound the partnership. Robert with whom he enters into the transaction is violating the articles of partnership but,
Hill had the same power to buy and sell; that in said partnership Hill as well as on the contrary.
Ceron made the transaction as partners in equal parts; that on the date of the
transaction, February 14, 1934, the partnership between Hill and Ceron was
inexistence. After this date, or on February 19th, Hill &Ceron sold shares of the Big
Wedge; and when the transaction was entered into with Litton, it was neither
published in the newspapers nor stated in the commercial registry that the
partnership Hill & Ceron had been dissolved. The SC dissented from the view of
the CA that for one of the partner’s to bind the partnership the consent of the other
is necessary. Third persons, like the plaintiff, are not bound in entering into a
contract with any of the two partners, to ascertain whether or not this partner with
whom the transaction is made has the consent of the other partner. The public need
not make inquires as to the agreements had between the partners. Its knowledge is
enough that it is contracting with the partnership which is represented by one of the
managing partners. The second paragraph of the articles of partnership of Hill &
Page 27 of 38
Goquiolay v. Sycip |G.R. No. L-11840| July 26, 1960|108 Phil 947 land sold was concerned. Probate court annulled the sale executed by the
administratrix w/ respect to the 60% interest of Goquiolay over the properties
FACTS…………………………………………………………………………... Administratrix appealed.  The decision of probate court was set aside for failure to
include the indispensable parties. New pleadings were filed. The second amended
Tan Sin An and Goquiolay entered into a general commercial partnership under the
complaint prays for the annulment of the sale in favor of Sycip and Lee and their
partnership name “Tan Sin An and Antonio Goquiolay” for the purpose of dealing
subsequent conveyance to Insular Development. The complaint was dismissed by
in real estate. The agreement lodged upon Tan Sin An the sole management of the
the lower court hence this appeal.
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
Whether or not a widow or substitute become also a general partner or only a
partnership could be dissolved upon mutual agreement in writing of the partners.
limited partner. Whether or not the lower court err in holding that the widow
Goquiolay executed a GPA in favor of Tan Sin An. The plaintiff partnership
succeeded her husband Tan Sin An in the sole management of the partnership upon
purchased 3 parcels of land which was mortgaged to “La Urbana” as payment of
Tan’s death Whether or not the consent of the other partners was necessary to
P25,000. Another 46 parcels of land were purchased by Tan Sin An in his individual
perfect the sale of the partnership properties to Sycip and Lee?
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
Holding and Ratio Decidendi….……………………………………………………….
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 Kong Chai Pin became a mere general partner. By seeking authority to manage
died leaving his widow, Kong Chai Pin and four minor children. The widow partnership property, Tan Sin An’s widow showed that she desired to be considered
subsequently became the administratrix of the estate. Repeated demands were made a general partner. By authorizing the widow to manage partnership property (which
by Banco Hipotecario on the partnership and on Tan Sin An.   Defendant Sing 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
Yee, upon request of defendant Yutivo Sons , paid the remaining balance of the authority to administer and alienate partnership property. The articles did not
mortgage debt, the mortgage was cancelled Yutivo Sons and Sing Yee filed their provide that the heirs of the deceased would be merely limited partners; on the
claim in the intestate proceedings of Tan Sin An for advances, interest and taxes contrary, they expressly stipulated that in case of death of either partner, “the co
paid in amortizing and discharging their obligations to “La Urbana” and “Banco partnership will have to be continued” with the heirs or assignees. It certainly could
Hipotecario.” Kong Chai Pin filed a petition with the probate court for authority to not be continued if it were to be converted from a general partnership into a limited
sell all the 49 parcels of land. She then sold it to Sycip and Lee in consideration of partnership since the difference between the two kinds of associations is
P37K and of the vendees assuming payment of the claims filed by Yutivo Sons and fundamental, and specially because the conversion into a limited association would
Sing Yee. Later, Sycip and Lee executed in favor of Insular Development a deed of leave the heirs of the deceased partner without a share in the management. Hence,
transfer covering the 49 parcels of land.  When Goquiolay learned about the sale to the contractual stipulation actually contemplated that the heirs would become
Sycip and Lee, he filed a petition in the intestate proceedings to set aside the order general partners rather than limited ones.
of the probate court approving the sale in so far as his interest over the parcels of
Page 28 of 38
Moran Jr. V. Court of Appeals|G.R. No. L-59956| Oct 31, 1984|133 Scra 88
FACTS…………………………………………………………………………...
 Pecson and Moran entered into an agreement for the printing of posters
featuring the delegates of the 1971 Constitutional Convention.
 Pecson gave Moran 10,000 for which the latter issued a receipt.
 Only 2,000 posters were printed but each was sold for P5. Moran then
executed two promissory note in favor of Pecson.
 Pecson then filed an action for the recovery of a sum of money for the
return of his 10,000 contribution, payment of his share in the profits that
the partnership would have earned.
Whether or not Moran is obliged to give Pecson the amount of expected profits
from their partnership.
 No, he is not under the rule when a partner who has undertaken to
contribute a sum of money fails to do so, he becomes a debtor of the
partnership for whatever he may have promised to contribute and for
interests and damages from the time he should have complied with his
obligations.
 In a contract of Partnership each partner must share in the profits and
losses of the venture for that is the essence of partnership.
Page 29 of 38
Rojas v. Maglana|G.R. No. 30616| Dec 10, 1990|192 Scra 110
FACTS…………………………………………………………………………... Holding and Ratio Decidendi….……………………………………………………….
Maglana and Rojas executed their Articles of Co-Partnership called Eastcoast It was not the intention of the partners to dissolve the first partnership, upon the
Development Enterprises (EDE). It was a partnership with an indefinite term of constitution of the second one, which they unmistakably called “additional
existence. Maglana shall manage the business affairs while Rojas shall be the logging agreement.” Otherwise stated even during the existence of the second partnership,
superintendant and shall manage the logging operation. They shall share in all all business transactions were carried out under the duly registered articles. No
profits and loss equally. Due to difficulties encountered they decided to avail of the rights and obligations accrued in the name of the second partnership except in favor
sources of Pahamatong as industrial partners. They again executed their Articles of of Pahamatong which was fully paid by the duly registered partnership.
Co-Partnership under EDE. The term is 30 years. After sometime Pamahatong sold
his interest to Maglana and Rojas including equipment contributed. After
withdrawal of Pamahatong, Maglana and Rojas continued the partnership. After 3
months, Rojas entered into a management contract with another logging enterprise.
He left and abandoned the partnership. He even withdrew his equipment from the
partnership and was transferred to CMS. He never told Maglana that he will not be
able to comply with the promised contributions and he will not work as logging
superintendent. Maglana then told Rojas that the latter share will just be 20% of the
net profits. Rojas took funds from the partnership more than his contribution.
Thus, Maglana notified Rojas that he dissolved the partnership.
What is the nature of the partnership and legal relationship of Maglana and Rojas
after Pahamatong retired from the second partnership.
Page 30 of 38
Evangelista and Co. v. Abad Santos|G.R. No.L-31684| June 28, 1973|51 Scra 416
On October 9, 1954 a co-partnership was formed under the name of "Evangelista Whether Abad Santos is entitled to see the partnership books because she is an
& Co." On June 7, 1955 the Articles of Co-partnership were amended so as to industrial partner in the partnership.
include herein respondent, Estrella Abad Santos, as industrial partner, with herein
petitioners Domingo C. Evangelista, Jr., Leonarda Atienza Abad Santos and Holding and Ratio Decidendi….……………………………………………………….
Conchita P. Navarro, the original capitalist partners, remaining in that capacity, with
Yes, Abad Santos is entitled to see the partnership books.
a contribution of P17,500 each
The Supreme Court ruled that according to
On December 17, 1963 herein respondent filed suit against the three other
ART. 1299. Any partner shall have the right to a formal account as to partnership
partners, alleging that the partnership, which was also made a party-defendant, had
affairs:
been paying dividends to the partners except to her; and that notwithstanding her
demands the defendants had refused and continued to refuse to let her examine the
partnership books or to give her information regarding the partnership affairs or to (1)If he is wrongfully excluded from the partnership business or possession of its
pay her any share in the dividends declared by the partnership property by his co-partners;
(2)If the right exists under the terms of any agreement;
The defendants, in their answer, denied ever having declared dividends or
(3)As provided by article 1807;
distributed profits of the partnership; denied likewise that the plaintiff ever
(4)Whenever other circumstances render it just and reasonable."
demanded that she be allowed to examine the partnership books; and by way of
affirmative defense alleged that the amended Articles of Co-partnership did not
express the true agreement of the parties, which was that the plaintiff was not an In the case at hand, the company is estopped from denying Abad Santos as an
industrial partner; that she did not in fact contribute industry to the partnership. industrial partner because it has been 8 years and the company never corrected their
agreement in order to show their true intentions. The company never bothered to
correct those up until Abad Santos filed a complaint.
Page 31 of 38
Island Sales Inc. v. United Pioneers General Construction Co.|G.R. No.L-22493|

July 31, 1975|65 Scra 554
FACTS…………………………………………………………………………...
Their liability is pro-rata pursuant to Article 1816 of the Civil Code. But is should
United Pioneers General Construction Company is a general partnership formed by be noted that since there were 5 partners when the purchase was made in behalf of
the partnership, the liability of each partner should be 1/5th (of the company’s
Benjamin Daco, Daniel Guizona, Noel Sim, Augusto Palisoc and Romulo Lumauig. obligation) each. The fact that the complaint against Lumauig was dismissed, upon
In 1961, United Pioneers purchased by installment a motor vehicle from Island motion of the Island Sales, does not unmake Lumauig as a general partner in the
Sales, Inc. United Pioneers defaulted in its payment hence it was sued and the 5 company. In so moving to dismiss the complaint, Island Sales merely condoned
Lumauig’s individual liability to them.
partners were impleaded as co-defendants.
Upon motion of Island Sales, Lumauig was removed as a defendant.
United Pioneers lost the civil case and the trial court rendered judgment ordering
United Pioneers to pay the outstanding balance plus interest and costs. It further
decreed that the remaining 4 co-defendants shall pay Island Sales in case United
Pioneers’ property will not be enough to satisfy its indebtedness to Island Sales.
What is the extent of the liability of the partners considering that one partner was
removed as a co-defendant on motion of Island Sales?
Page 32 of 38
Section 12 creditor. Thus, absent the first element of the complained offense, the act is not
punishable by the statute.
Idos v. Court of Appeals |G.R. No. 110782| Sept 25, 1998|296 Scra 194
FACTS…………………………………………………………………………...
In 1985, Eddie Alarilla and Irma Idos formed a partnership which they decided to
terminate after a year. To pay Alarilla’s share of the asset, Idos issued 4 post dated
checks. Alarilla was able to encash the first, second and fourth checks but the third
was dishonored for insufficiency of funds. He demanded payment but Idos failed to
pay. She claimed that the checks were issued as assurance of Alarilla’s share in the
assets of the partnership and that it was supposed to be deposited until the stocks
were sold. He filed an information for violation of BP blg. 22 against Idos in which
she was found guilty by the trial court.
Did the court confused and merged into one the legal concepts of dissolution,
liquidation and termination of a partnership.
The partners agreement to terminate the partnership did not automatically dissolved
the partnership. They were in the process of winding-up when the check in question
was issued. The best evidenceof the existence of the partnership, which was not yet
terminated were the unsold goods and uncollected receivables which were
presented to the trial court. Article 1829 of the Civil Code provides that “on
dissolution the partnership is not terminated but continues until the winding-up of
partnership affairs is completed. Since the partnership has not been terminated,
Idos and Alarilla remained co-partners. The check was issued by petitioner to
respondent as would a partner to another and not as a payment by debtor to
Page 33 of 38
Villareal v. Ramirez |G.R. No. 144214| July 14, 2003|406 Scra 145
Capital, at dissolution: **P1,000,000.00
FACTS…………………………………………………………………………...
Less: liability to creditors 240,658.00
Villareal, C. Jose and J. Jose formed a partnership for the operation of a restaurant Amount to be distributed to partners 759,342.00
and catering business under the name “Aquarius Food House and Catering Services,
Over: Number of partners 3
each contributing 250K. Ramirez was later added, contributing 250K as well. After
Each partner’s share at dissolution 253,114.00
some time, one of them (J. Jose) withdrew from the partnership; his capital
contribution was refunded to him in cash by agreement of the partners. Without

Which is erroneous, as this is the capital at the BEGINNING of the partnership.
prior knowledge of respondents, petitioners closed down the restaurant, allegedly
Hence this petition.
because of increased rental. On March 1, 1987, The 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 Issues and Arguments…………………………………………………………………...
offer to return their capital contribution. The repeated oral and written requests
Whether or not the Court of Appeals computation was erroneous.
were, however, left unheeded. Before the RTC, respondents subsequently filed a
Complaint for the collection of a sum of money from petitioners. The RTC ruled in
favor of the respondents, ordering petitioners to pay damages and AF and costs.
The CA sustained the lower court’s decision, and made a computation on the
petitioners’ liability to respondent:
Page 34 of 38

But the disposition is without prejudice to proper proceedings for the accounting,
We hold that respondents have no right to demand from petitioners the return of the liquidation and the distribution of the remaining partnership assets, if any
their equity share.
Generally, in the pursuit of a partnership business, its capital is either increased by
profits earned or decreased by losses sustained. It does not remain static and
unaffected by the changing fortunes of the business. In the computation of the
amount to be refunded to respondents, The CA did not consider:
1. The omission of any provision for the depreciationof the furniture and the
equipment.
2. The amortization of the goodwill is not reflected
3. The capitalization amount paid by the partnership to J. Jose when he withdrew
from the partnership.
Because of the above-mentioned transactions, the partnership capital was actually
reduced.
Page 35 of 38
Munaque v. Court of Appeals |G.R. No. L - 39780| Nov 11, 1985|139 Scra 533, 540
Elmo Muñasque, in behalf of “Galan and Muñasque” partnersh 1. Whether or not M u ñ a s q u e a n d G a l a n a r e p a r t n e r s ?

i p a s C o n t r a c t o r , entered into a written contract with Tropical 2. W h e t h e r o r n o t p a y m e n t m a d e b y T r o p i c a l t o G a l a n w a s
Commercial Co., through its good payment?
branchm a n a g e r R a m o n P o n s , f o r r e m o d e l l i n g o f T r o p i c a l
’ s b u i l d i n g i n C e b u . T h e consideration for the entire services is
P25, 000 to be paid: 30% upon signing of contract, and balance on 3 equal Holding and Ratio Decidendi….………………………………………………………..
instalments of P6,000 every 15working days. First payment of check
worth P7,000 was payable to Muñasque, who indorsed it to Galan for
purposes of depositing the amount and paying the materials already used. But since 1. Yes. Tropical had every right to presume the existence of the partnership:
Galan allegedly misappropriated P6, 183.37 of the check for personal use, a. Contract states that agreement was entered into by Galan and
Muñasque refused to indorse the second check worth P6, 000. Galan then Muñasque
informed Tropical b. T h e f i r s t c h e c k i s s u e i n t h e n a m e o f M u ñ a s q u e w a s
of the “misunderstanding” between him and Muñasque and this prompted Tropical indorsed to Galan the relationship was made to
to change the payee of the second check from Muñasque to “Galan andA s s o c i a appear as a partnership.
tes” (the duly registered name of Galan and Muñasque
p a r t n e r s h i p ) . Despite the misappropriation, Muñasque alone was 2. Y e s . M u ñ a s q u e a n d G a l a n w e r e p a r t n e r s w h e n t h e d e b t s
able to finish the project. The two remaining checks were properly issued to to the interveners’ were incurred hence; they are also
Muñasque. Muñasque filed a complaint for payment of sum of money liable to third persons who extended credit to their
plus damages against Galan, Tropical and Pons for the amount covered partnership.
by the first and second checks.
Cebu Southern Hardware Co and Blue Diamond Glass Palace
w e r e a l l o w e d a s interveners having legal interest claiming against Muñasue and
Galan for materials used.
Page 36 of 38
Realubit v. Jaso| G.R. No. 178782 |Sept 21, 2011|658 Scra 146 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
FACTS…………………………………………………………………………... CA, the foregoing decision was set aside
upon the following findings that the Spouses Jaso validly acquired Biondos share in
Petitioner Josefina Realubit entered into a Joint Venture Agreement with the business which had been transferred to and continued its operations and not
Francis Eric Amaury Biondo, a French national, for the operation of an ice dissolved as claimed by the Spouses Realubit.
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 Issues and Arguments…………………………………………………………………...
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 1. Whether there was a valid assignment or rights to the joint venture
Assignment transferring all his rights and interests in the business in favor of 2. Whether the joint venture is a contract of partnership
respondent Eden Jaso, the wife of respondent Prosencio Jaso.With Biondo’s 3. Whether Jaso acquired the title of being a partner based on the Deed of
eventual departure from the country, the Spouses Jaso caused their lawyer to send Assignment
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.
1. Yes. As a public document, the Deed of Assignment Biondo executed in favor
Faulting Josefina with unjustified failure to heed their demand, the Spouses of Eden not only enjoys a presumption of regularity but is also considered prima
Jaso commenced the instant suit for specific performance, accounting, examination, facie evidence of the facts therein stated. A party assailing the authenticity and due
audit and inventory of assets and properties, dissolution of the joint venture, execution of a notarized document is, consequently, required to present evidence
appointment of a receiver and damages. The said complaint alleged that the Spouses that is clear, convincing and more than merely preponderant. In view of the
Realubit had no gainful occupation or business prior to their joint venture with Spouses Realubits failure to discharge this onus, we find that both the RTC and the
Biondo and that aside from appropriating for themselves the income of the CA correctly upheld the authenticity and validity of said Deed of Assignment upon the
business, they have fraudulently concealed the funds and assets thereof thru their combined strength of the above-discussed disputable presumptions and the
relatives, associates or dummies. The Spouses Realubit claimed that they have been testimonies elicited from Eden and Notary Public Rolando Diaz.
engaged in the tube ice trading business under a single proprietorship even before
2. Yes. Generally understood to mean an organization formed for some
their dealings with Biondo. 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
The RTC rendered its Decision discounting the existence of sufficient undertaking, or the exercise of a profession or vocation. The rule is settled that joint
evidence from which the income, assets and the supposed dissolution of the joint ventures are governed by the law on partnerships which are, in turn, based on
venture can be adequately reckoned. Upon the finding, however, that the Spouses mutual agency or delectus personae.
Page 37 of 38
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 granted to the purchaser of a partner’s interest under
Article 1831 of the Civil Code.
Page 38 of 38

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Case Digests by: CarleenAguila and Denise Zoleta (3rdYear|SummerClass|May 2016)

Yu v. NLRC| | 1993 |224 scra 75

Yu – dismissed by the new partners No winding up of affairs in this case as contemplated

Ortega v. Court of Appeals| G.R. No. 178645| 1995|245Scra529

FACTS…………………………………………………………………………..... Holding and Ratio Decidendi….………………………………………………………..

Issues and Arguments…………………………………………………………………...

The parties agreed further that Anay would be entitled to:

Issues and Arguments…………………………………………………………………...

Whether or not the parties formed a partnership

Holding and Ratio Decidendi….………………………………………………………..

Yes, the parties involved in this case formed a partnership

The Supreme Court held that to be considered a juridical personality, a partnership

This implies that since a contract of partnership is consensual, an oral contract of

Therefore, the parties formed a partnership.

The petitioner and private respondents arebrothers and sisters who

FACTS…………………………………………………………………………..... Issues and Arguments…………………………………………………………………...

Was the agreement a contract of lease or a partnership?

one could be deemed constituted for purposes of the tax on corporations.

be no doubt that, even if no document or instrument were executed, for the

Whether petitioners formed an unregistered partnership subject to corporate

Holding and Ratio Decidendi….………………………………………………………..

FACTS…………………………………………………………………………... Holding and Ratio Decidendi….………………………………………………………..

Anton vs Oliva.| G.R. No. | 2011|647 Scra 506 made.

On November 14, 2001, petitioners Marjorie Tocao and William T. Belo

Issues and Arguments…………………………………………………………………...

Holding and Ratio Decidendi….………………………………………………………..

The Motion for Reconsideration of petitioners is partially granted. The Regional

Fernandez v. Dela Rosa |G.R. No. 413|Feb 2, 1903|1 Phil 671

partnership, they were unable to come to any understanding and no written

Holding and Ratio Decidendi….………………………………………………………..

contribute money, property, or industry to a common fund, with the intention of

article 1280 of the Civil Code.

partnership by converting it into a societas leonina, as claimed by counsel for the

plaintiff is entitled to an accounting of the defendant’s administration of such

adjudication as to any disputed items of the partnership account.

FACTS…………………………………………………………………………... Issues and Arguments…………………………………………………………………...

Issues and Arguments…………………………………………………………………...

Holding and Ratio Decidendi….………………………………………………………..

FACTS…………………………………………………………………………... Holding and Ratio Decidendi….………………………………………………………..

Issues and Arguments…………………………………………………………………...

SECTION 11 Issues and Arguments…………………………………………………………………...

FACTS…………………………………………………………………………... Holding and Ratio Decidendi….………………………………………………………..

Issues and Arguments…………………………………………………………………...

Holding and Ratio Decidendi….……………………………………………………….

Rojas v. Maglana|G.R. No. 30616| Dec 10, 1990|192 Scra 110

FACTS…………………………………………………………………………... Holding and Ratio Decidendi….……………………………………………………….

Issues and Arguments…………………………………………………………………...

FACTS…………………………………………………………………………... Issues and Arguments…………………………………………………………………...

Island Sales Inc. v. United Pioneers General Construction Co.|G.R. No.L-22493|

Upon motion of Island Sales, Lumauig was removed as a defendant.

Issues and Arguments…………………………………………………………………...

Issues and Arguments…………………………………………………………………...

Holding and Ratio Decidendi….………………………………………………………..

contribution was refunded to him in cash by agreement of the partners. Without

petitioners, saying that they were no longer interested in continuing their

petitioners’ liability to respondent:

Holding and Ratio Decidendi….………………………………………………………..

their equity share.

Generally, in the pursuit of a partnership business, its capital is either increased by

unaffected by the changing fortunes of the business. In the computation of the

amount to be refunded to respondents, The CA did not consider:

2. The amortization of the goodwill is not reflected