Agency, partnership, trust

8/13/2019 Agency, partnership, trust

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;S=B8S3=O, 5R S CODR OF =PP;=3S

Facts: he petitioner and pri+ate respondents are brothers and sisters who are cooint affida+it was e)ecuted by them on =pril ##, #/(( he respondents agreed to help their brother,

petitioner therein, by allowing him to operate and manage the gasoline ser+ice station of the family 8n order

not to run counter to the company*s policy of appointing only one dealer, it was agreed that petitioner would

apply for the dealership Respondent Remedios helped in coect

to proper audit

"%$ o pay the plaintiffs their lawful shares and participation in the net profits of the business and

"-$ o pay the plaintiffs attorney*s fees and costs of the suit

8ssue: Can a partnership e)ist between members of the same family arising from their >oint ownership ofcertain propertiesA

rial Court: he complaint "of the respondents$ was dismissed Hut upon a motion for reconsideration of the

decision, another decision was rendered in fa+our of the respondents

C=: =ffirmed in toto

Petitioner: he C= erred in interpreting the legal import of the 5oint =ffida+it +is


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should be for in the latter document, S;33 was a signatory and it would be against their policy if in the

agreement it should be stated that the business is a partnership with pri+ate respondents and not a sole

proprietorship of the petitioner Furthermore, there are other e+idences in the record which show that there was

in fact such partnership agreement between parties he petitioner submitted to the pri+ate respondents

periodic accounting of the business and ga+e a written authority to the pri+ate respondent Remedios

;stanislao to e)amine and audit the booGs of their 2common business4 "aming negosyo$ he respondent

Remedios, on the other hand, assisted in the running of the business 8ndeed, the parties hereto formed a

partnership when they bound themsel+es to contribute money in a common fund with the intention of di+iding

the profits among themsel+es

38! OBJ 38! S P838PP8B; F8S8BJ J;=R8B.DSR8;S 8BC

F=CS: On behalf of 2Ocean Euest Fishing Corp4 =ntonio Chua and Peter Yao entered into a contract with

Phil Fishing Jear "PFJ8$ for the purchase of fishing nets hey claimed they were engaged in a business

+enture with petitioner 3im who was not a signatory to the agreement Chua and Yao failed to pay for the nets

and floats PFJ8 filed a collection suit against Chua, Yao and 3im as general partners alleging that Ocean

Euest was none)istent Chua filed a !anifestation admitting liability and re?uesting reasonable time to pay

Yao filed an answer wai+ing his right to cross


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RC: .;B8;. he plaintiff ne+er ?uestioned recei+ing from =C =guila M Sons, Co the sum of P'&&,&&&&&

representing her loan from the defendant Common sense dictates that an established lending and realty firm

liGe =guila would not part with Php'&&,&&&&& to the spouses, who are +irtual strangers to it, withou

simultaneous accomplishment and signing of all the re?uired documents, more particularly the .eed o

=bsolute Salem to protect its interest

C=: R;;RS;. he transaction between the parties is indubitably an e?uitable mortgage Considering that

the pri+ate respondent "+endor$ was paid the price which is unusually inade?uate "'-& s? m subdi+ision lo

for only Php'&&,&&&&& in the year#//#$, has retained possession of the property and has continued payingreal ta)es o+er the sub>ect property

Petitioner: #e is not the real party in interest but = C =guila M Sons, Co

'he >udgment in the e>ectment case is a bar to the filing of the complaint for declaration of nullity of a deed of

sale in this case and

%he contract between the parties is a pact ode retro sale and not an e?uitable mortgage

eld: he petition is meritorious = real party in interest is one who would be benefited or in>ured by the

>udgment, or who is entitled to the a+ails of the suit !oreo+er, under =rticle #0(9 of the Bew Ci+il Code, a

partnership 2has a >uridical personality separate and distinct from that of each of the partners4 he partners

cannot be held liable for the obligations of the partnership unless it is shown that the legal fiction of a different

>uridical personality is being used for fraudulent, unfair, or illegal purposes 8n this case, the pri+ate respondent

has not shown that =C =guila M Sons, Co, as a separate >uridical entity, is being used for fraudulent, unfair o

illegal purposes !oreo+er, the title to the sub>ect property is in the name of =C =guila M Sons, Co and the

!O= was e)ecuted between the pri+ate respondent, with the consent of her husband, and =C =guila MSons

Co, represented by the petitioner ence, it is the partnership, not its officers or agents, which should be

impleaded in any litigation in+ol+ing property registered in its name @e cannot understand why both the RC

and the C= sidestepped this issue when it was s?uarely raised before them by the petitioner he court*s

conclusion is that the petitioner is not the real party in interest against whom this action should be prosecuted

8t is unnecessary to discuss the other issues raised by him in his appeal

;8RS OF =B ;BJ N;;,

petitioners,

+s


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CODR OF =PP;=3S and H;BJD; 3D!H;R CO!P=BY, represented

byits President =B ;BJ 3=Y,

respondents,

JR Bo #'(99#, October %, '&&&

Following the death of an ;ng Nee, the commonoined by their children collecti+ely

Gnown asherein petitioners ;8RS OF =B ;BJ N;;, filed suit

against the decedents brother =B ;BJ 3=Y for accounting,

li?uidationand winding up of the alleged partnership formed

after @orld @ar 88 between an ;ng Nee and an ;ng 3ay

Facts:

he complaint alleged that after the second @orld @ar, an

;ng Nee and an ;ng 3ay, pooling their resources

andindustry together, entered into a partnership engaged in

the business of selling lumber and hardware and

constructionsupplies hey named their enterprise QHenguet


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3umberQ which they >ointly managed until an ;ng Nees

deathPetitioners claimed that an ;ng 3ay and his children

caused the con+ersion of the partnership QHenguet 3umberQ

into acorporation called QHenguet 3umber CompanyQ

Petitioners prayed for accounting of the partnership

assets, and thedissolution, winding up and li?uidation

thereof, and the e?ual di+ision of the net assets of

Henguet 3umberhe RC ruled in fa+or of petitioners,

declaring that Henguet 3umber is a >oint +enture which is

aGin to a particularpartnership he Court of =ppeals

rendered the assailed decision re+ersing the >udgment of

the trial court

8ssue:

@hether or not an ;ng Nee and an ;ng 3ay were partners in

Henguet 3umber

eld: BO


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he trial court determined that an ;ng Nee and an ;ng 3ay

had entered into a >oint +enture, which it said isaGin to a

particular partnership = particular partnership is

distinguished from a >oint ad+enture, to wit:"a$ = >oint

ad+enture "an =merican concept similar to our >oint

accounts$ is a sort of informal partnership, with no

firmname and no legal personality 8n a >oint account, the

participating merchants can transact business under their

ownname, and can be indi+idually liable therefor"b$

Dsually, but not necessarily a >oint ad+enture is limited

to a S8BJ3; R=BS=C8OB, although the business of

pursuingto a successful termination may continue for a

number of years a partnership generally relates to a

continuing business of +arious transactions of a certain

Gind= >oint +enture Qpresupposes generally a parity of


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standing between the >oint co


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unnatural, that despite the forty years the partnership was

allegedly in e)istence, an ;ngNee ne+er asGed for an

accounting

he essence of a partnership is that the partners share in

the profits and losses ;achhas the right to demand an

accounting as long as the partnership e)ists

= demand for periodic accounting is e+idence of

apartnership .uring his lifetime, an ;ng Nee appeared

ne+er to ha+e made any such demand for accounting from

hisbrother, ang ;ng 3ay@e conclude that an ;ng Nee was

only an employee, not a partner ;+en if the payrolls as

e+idence were discarded,petitioners would still be bacG to

s?uare one, so to speaG, since they did not present and

offer e+idence that would showthat an ;ng Nee recei+ed

amounts of money allegedly representing his share in the


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profits of the enterprise

here being no partnership, it follows that there is no

dissolution, winding up or li?uidation to speaG of ence,

the petition must fail

'$ ;8RS OF =B ;BJ N;;,

petitioners, +s

CODR OF =PP;=3S and H;BJD; 3D!H;R CO!P=BY,represented by

its President =B ;BJ 3=Y,

respondents

JR Bo #'(99# October %, '&&&.; 3;OB, 5R,

5

:F=CS:

=fter the second @orld @ar, an ;ng Nee and an ;ng 3ay,

pooling their resources and industry together, enteredinto

a partnership engaged in the business of selling lumber and

hardware and construction supplies hey namedtheir


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enterprise QHenguet 3umberQ which they >ointly managed

until an ;ng Nees death Petitioners herein a+erredthat

the business prospered due to the hard worG and thrift of

the alleged partners owe+er, they claimed that in#/9#,

an ;ng 3ay and his children caused the con+ersion of the

partnership QHenguet 3umberQ into a corporationcalled

QHenguet 3umber CompanyQ he incorporation was purportedly

a ruse to depri+e an ;ng Nee and his heirsof their

rightful participation in the profits of the business

Petitioners prayed for accounting of the partnership

assets,and the dissolution, winding up and li?uidation

thereof, and the e?ual di+ision of the net assets of

Henguet 3umber

8SSD;:

whether an ;ng Nee and an ;ng 3ay were partners in


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Henguet 3umber

;3.:

hus, in order to constitute a partnership, it must be

established that "#$ two or more persons bound themsel+es

tocontribute money, property, or industry to a common fund,

and "'$ they intend to di+ide the profits amongthemsel+es

he agreement need not be formally reduced into writing,

since statute allows the oral constitution of a

partnership, sa+e in two instances: "#$ when immo+able

property or real rights are contributed, and "'$ when

thepartnership has a capital of three thousand pesos or

more 8n both cases, a public instrument is re?uired

=nin+entory to be signed by the parties and attached to the

public instrument is also indispensable to the +alidity of

thepartnership whene+er immo+able property is contributed


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to the partnershiphe trial court determined that an ;ng

Nee and an ;ng 3ay had entered into a >oint +enture, which

it said is aGin toa particular partnership = particular

partnership is distinguished from a >oint ad+enture, to

wit:"a$ = >oint ad+enture "an =merican concept similar to

our >oint accounts$ is a sort of informal partnership,with

no firm name and no legal personality 8n a >oint account,

the participating merchants can transactbusiness under

their own name, and can be indi+idually liable therefor"b$

Dsually, but not necessarily a >oint ad+enture is limited

to a S8BJ3; R=BS=C8OB, although thebusiness of pursuing

to a successful termination may continue for a number of

years a partnershipgenerally relates to a continuing

business of +arious transactions of a certain Gind= >oint

+enture Qpresupposes generally a parity of standing between


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the >oint co


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care of his concerns8n determining whether a partnership

e)ists, these rules shall apply:"#$ ;)cept as pro+ided by

=rticle #9'6, persons who are not partners as to each other

are not partners as tothird persons"'$ Co


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wages of an employee or rent to a landlord"c$ =s an

annuity to a widow or representati+e of a deceased

partner"d$ =s interest on a loan, though the amount of

payment +ary with the profits of the business"e$ =s the

consideration for the sale of a goodwill of a business or

other property by installments or otherwise8n the light of

the afore?uoted legal pro+ision, we conclude that an ;ng

Nee was only an employee, not a partner;+en if the

payrolls as e+idence were discarded, petitioners would

still be bacG to s?uare one, so to speaG, since theydid not

present and offer e+idence that would show that an ;ng Nee

recei+ed amounts of money allegedlyrepresenting his share

in the profits of the enterprise Petitioners failed to

show how much their father, an ;ng Nee

recei+ed, if any, as his share in the profits of Henguet


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ac?uired by;lfledo and respondent form part of theestate of

5ose, ha+ing been deri+ed from thealleged partnership8:

@LB ;lfledo is a partner of the said trucGingcompany:

T

he court applying #0(/ of the Ci+ilCode held that ;lfledo

is a partner

T

Cresencia 3im testified that >ose ga+e;lfledo 6&G, as share

in thepartnership, on a date that coincidedwith the payment

of the initial capitalof the partnership

T

;lfledo ran the affairs of thepartnership, wielding

absolute control,power and authority, withoutinter+ention

or opposition whatsoe+erof the petitioners herein

T

=ll the properties particularly the /trucGs of the

partnership wereregistered in the name of ;lfledo

T

5immy testified that ;lfledo did notrecei+e wages or

salaries from thepartnership, indicating that what


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heactually recei+ed were shares of theprofits of the

business

T

Bone of the petitioners, as heirs of 5ose, the alleged

partner, demandedperiodic accounting from ;lfledoduring his

lifetime

B=CDR=, 5:

F=CS: Petitioners are the heirs of the late 5ose 3im

"5ose$ hey filed a Complaint for Partition, =ccounting

and .amages against respondent 5uliet illa 3im

"respondent$, widow of the late ;lfledo 3im ";lfledo$, who

was the eldest son of 5ose and Cresencia


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Petitioners alleged that 5ose was the liaison officer of

8nterwood Sawmill in Cagsiay, !auban, Euezon Sometime in

#/9&, 5ose, together with his friends 5immy Yu "5immy$ and

Borberto Dy "Borberto$, formed a partnership to engage in

the trucGing business 8nitially, with a contribution of

P6&,&&&&& each, they purchased a trucG to be used in the

hauling and transport of lumber of the sawmill 5ose

managed the operations of this trucGing business until his

death on =ugust #6, #/9# hereafter, 5oses heirs,

including ;lfledo, and partners agreed to continue the

business under the management of ;lfledo he shares in the

partnership profits and income that formed part of the

estate of 5ose were held in trust by ;lfledo, with

petitioners authority for ;lfledo to use, purchase or


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ac?uire properties using said funds Petitioners alleged

that ;lfledo was ne+er a partner or an in+estor in the

business and merely super+ised the purchase of additional

trucGs using the income from the trucGing business of the

partners

On !ay #9, #//6, ;lfledo died, lea+ing respondent as his

sole sur+i+ing heir Petitioners claimed that respondent

tooG o+er the administration of the aforementioned

properties, which belonged to the estate of 5ose, without

their consent and appro+al Claiming that they are cooint efforts and hard worG, and

without any participation or contribution from petitioners

or from 5ose

8SSD;: @hether or not a partnership e)ists

;3.: Y;S = partnership e)ists when two or more persons

agree to place their money, effects, labor, and sGill in


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lawful commerce or business, with the understanding that

there shall be a proportionate sharing of the profits and

losses among them = contract of partnership is defined by

the Ci+il Code as one where two or more persons bind

themsel+es to contribute money, property, or industry to a

common fund, with the intention of di+iding the profits

among themsel+es

he following circumstances tend to pro+e that ;lfledo was

himself the partner of 5immy and Borberto: #$ Cresencia

testified that 5ose ga+e ;lfledo P6&,&&&&&, as share in

the partnership, on a date that coincided with the payment

of the initial capital in the partnership "'$ ;lfledo ran

the affairs of the partnership, wielding absolute control,

power and authority, without any inter+ention or opposition

whatsoe+er from any of petitioners herein "%$ all of the


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properties were registered in the name of ;lfledo "-$

5immy testified that ;lfledo did not recei+e wages or

salaries from the partnership, indicating that what he

actually recei+ed were shares of the profits of the

business and "6$ none of the petitioners, as heirs of

5ose, the alleged partner, demanded periodic accounting

from ;lfledo during his lifetime

.octrine:

he sharing of gross returns does not of itself establish a

partnership, whether or not the persons sharing them ha+e a

>oint or common right or interest in any property from


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which the returns are deri+ed here must be an

unmistaGable intention to form a partnership or >oint

+enture

Facts:

For at least one year after their receipt of two parcels of

land from their father, petitioners resold said lots to the

@alled City Securities Corporation and Olga Cruz Canda, for

which they earned a profit of P#%-,%-#99 or P%%,69- for

each of them hey treated the profit as a capital gain and

paid an income ta) on one


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profit of P#%-,%%( in addition to indi+idual income ta) on

their shares thereof, a 6&U fraud surcharge and a -'U

accumulated interest Further, the Commissioner considered

the share of the profits of each petitioner in the sum of

P%%,69- as a Q ta)able in full "not a mere capital gain of

which is ta)able$ and re?uired them to pay deficiency

income ta)es aggregating P6(,0&0'& including the 6&U fraud

surcharge and the accumulated interest

he petitioners contested the assessments wo 5udges of

the a) Court sustained the same 5udge Roa?uin dissented

ence, the instant appeal

8ssue:

@hether or not petitioners ha+e indeed formed a partnership

or >oint +enture and thus, liable for corporate income ta)

eld:


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@e hold that it is error to consider the petitioners as

ha+ing formed a partnership under article #0(0 of the Ci+il

Code simply because they allegedly contributed P#09,0&9#'

to buy the two lots, resold the same and di+ided the profit

among themsel+es

o regard the petitioners as ha+ing formed a ta)able

unregistered partnership would result in oppressi+e

ta)ation and confirm the dictum that the power to ta)

in+ol+es the power to destroy hat e+entuality should be

ob+iated

=s testified by 5ose Obillos, 5r, they had no such

intention hey were co


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=rticle #0(/"%$ of the Ci+il Code pro+ides that Qthe

sharing of gross returns does not of itself establish a

partnership, whether or not the persons sharing them ha+e a

>oint or common right or interest in any property from

which the returns are deri+edQ here must be an

unmistaGable intention to form a partnership or >oint

+enture

@;R;FOR;, the >udgment of the a) Court is re+ersed and

set aside he assessments are cancelled Bo costs


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=CS: Carlos !endiola died on .ecember '9, #/9- and was

sur+i+ed by his spouse, Florentina and his children namely,

Reynaldo "herein petitioner$, Redentor, ;rnestina, ;dgardo,

!anuel, ;nrico, Ricardo, and !arilou all surnamed !endiola

"herein pri+ate respondents$

= petition for probate of the decedentVWXs will was filed

on !arch %&, #/90 with the RC


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filed by the petitioner but it was denied by the court

On appeal, the Court of =ppeals affirmed the >udgment of

the trial court hence, petitioner filed this petition for

re+iew he latter a+erred that his remo+al was not

supported by e+idence and he was not gi+en his day in

court

8SSD;: @as the remo+al of the petitioner as e)ecutor

properA

RD38BJ: Yes here was sufficient e+idence to support his

remo+al namely, his failure to pay the estate ta) and to

render an accounting of the estate and settle the same

according to law, and has in+ol+ed the other heirs in a

suit because of his own deeds hus, his remo+al was in

accordance with Section ', Rule 9' of the Rules of Court

which states that VWif an e)ecutor or administrator


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neglects to render his account and settle the estate

according to law, or to perform an order or >udgment of the

court, or a duty e)pressly pro+ided by these rules, or

absconds, or becomes insane, or otherwise incapable or

unsuitable to discharge the trust, the court may remo+e

him, or in its discretion, may permit him to resignVW

Dnder this pro+ision, the court which appointed the

e)ecutor has the discretion to remo+e the same

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