1.) Fernando Santos vs. Spouses Reyes (GR.

135813, October 25, 2001)

Facts:
Fernando Santos, Nieves Reyes and Melton Zabat orally agreed to form a partnership
which is a lending business. Santos contributes 70 % of his profits while Reyes and
Zabat shared 30%. Reyes introduced Gragera whom they would provide loans to
Grageras corporation particularly its employees. They executed an agreement in which
Gragera shall have a commission based on the loan payments. Later on, it was found
out that Zabat engaged in the same lending business in competition with their
partnership. Zabat was expelled and Arsenio Reyes joined the partnership. During the
course of the partnership, Santos accused the spouses Reyes of not remitting the loan
payments and argued that the spouses are only his employees and not partners with
respect to the agreement with Gragera. The lower court and Court of Appeals ruled
against Santos and that Santos and the spouses were partners.

Issue:
Whether or not there was a partnership formed between Santos and spouses Reyes?

Held:
Yes, the original partnership formed with Zabat who was expelled was continued by the
remaining partners with no intent to dissolve. Under Art. 1767, by a contract of
partnership, two or more persons bind themselves to contribute money, property or
industry to a common fund, with the intention of dividing the profits among themselves.
The fact that there exists an Articles of Agreement with their signatories indicates
partnership.

2.) Heirs of Tan Eng Kee vs. Court of Appeals (GR. 126881, October 03, 2000)

Facts:
After World War II, brothers, Tan Eng Kee and Tan Eng Lay formed a partnership
engaged in the lumber business named Benguet Lumber which they jointly managed
until Tan Eng Kees death. The business prospered and was made into a corporation
named Benguet Lumber Company. Following the death of Tan Eng Kee, his heirs filed
suit against Tan Eng Lay at RTC Baguio for accounting and equal distribution of profits.
RTC ruled that Benguet Lumber was a joint venture which is same to a particular
partnership, declared the brothers as partners, and the heirs of the deceased can have
a legal right to share in the assets. Tan Eng Lay appealed to the Court of Appeals and
reversed RTCs decision. The heirs of the deceased appealed to the Supreme Court.

Issue:
Whether or not there exists a partnership between Tan Eng Lay and Tan Eng Kee?

Held:
No. The elements for the existence of a partnership were not shown. Under the civil
code, the elements to have an existence of a partnership are: 1.) There is a lawful
contract, 2.) Capacity of the parties to engage in the contract, 3.) There is a contribution
of money, property, industry to a common fund, 4.) There is a proportionate share and
5.) With the intention of diving the profits among themselves. In this case, there was no
formal organization of partnership between the brothers. Tan Eng Kee was only an
employee of Benguet Lumber and not a partner as they failed to prove that the brothers
intended to divide the profits of the business among themselves.

4.) Yulo vs. Yang Chiao Seng (GR. L-12541, August 28, 1959)

Facts:
Yang Chiao Seng proposed to form a partnership with Rosario Yulo to run and operate a
theatre business. There are certain conditions to be followed. Yulo and Seng executed
an agreement establishing Yang & Company, Limited. The land the theatre was
constructed was leased by Yulo from the owners, Marina, with an indefinite period. The
owners notified Yulo of their desire to cancel the lease contract. Yulo and Marina owners
both filed civil action against each other, and was consolidated in the trial court
favouring the owners and ordering the ejectment of Yulo and Yang. On appeal, the
Court of Appeals affirmed lower courts decision. While pending ejectment suit, Yulo
demanded from Yang her share in the profits in the business. Yang said that he had to
suspend payment due to the pending suit.

Issue:
Whether or not the agreement a contract a lease or a partnership?

Held:
The agreement of Yulo and Seng does not constitutes a partnership but rather a lease
contract. Under the civil code the requisites to have a valid existence of a partnership
are: 1.) 2 or more persons bind themselves to contribute money, property or industry to
a common fund and 2.) Both parties have the intention of dividing the profits among
themselves. In this case, Yulo has not actually contributed the sum mentioned in their
Articles of Partnership and she did not share either in the profits or in the losses of the
business.

5.) Ortega et. al. vs. Court of Appeals (GR. 109248, July 03, 1995)

Facts:
The law firm of Ross, Lawrence, Selph and Carrascoso, registered in the SEC have
several amendments to their articles of partnership to change its name. During the
course of time, it became Bito, Misa & Lozada law firm. Ortega, then a senior partner
withdrew in the firm and filed a petition to SEC for dissolution and liquidation of the
partnership. The hearing officer ruled that Ortegas withdrawal from the firm did not
dissolve the partnership. On appeal, SEC en banc reversed the decision and that the
withdrawal of Misa from the firm dissolved the partnership. During pendency of appeal,
partners Bito and Lozada died and prompted Misa to renew his application for
receivership.

Issue:
Whether or not the law firm is a partnership at will and can be dissolved by any
partners?

Held:
Yes, the law firm is a partnership at will and according to their agreement, the
partnership shall continue so long as mutually satisfactory and upon death or legal
incapacity of one of the partners, it shall be continued by the surviving partners. Under
the civil code, anyone of the partners may dictate dissolution of the partnership at will
and upon its dissolution, the partnership continues and its legal personality is retained.

6.) Tocao, et al. vs. Court of Appeals (GR. 127405, October 04, 2000)

Facts:
William Belo introduced Nenita Anay to Marjorie Tocao and they orally agreed to form a
joint venture for the importation and local distribution of kitchen cookwares. Belo acted
as capitalist, Tocao the president, and Anay the vice-president for sales. Anay is also to
receive substantial amount of shares and commission. They operated under the name
of Geminesse Enterprise, a sole proprietorship. The venture prospered due to Anays
expertise. The relationship between Anay and Tocao soured. One day, Tocao advised
one of the branch manager of the business that Anay was no longer the vice-president
of the company. Anay filed a complaint of which the lower court and Court of Appeals
ruled in favour of Anay. Tocao and Belo appealed.

Issue:
Whether or not there is a contract of partnership between the parties involved?

Held:
Yes, there is a partnership, under the civil code, even though the partnership is not in
writing, it can be instituted in any form. The elements: a.) intention of parties to create a
partnership, b.) contributions of money and industry to a common fund and c.) joint
interest between the parties are present for the existence of a partnership. There is no
employee-employer relationship between Tocao and Anay as evidenced wherein Anay
had a voice in the management of the affairs of the business. Also the partnership made
was a partnership at will, wherein, Tocao and Belo being the capitalist partners and
Anay the industrial and managing partner.

7.)JG Summit Holdings, Inc. vs. Court of Appeals (GR. 124293, September
24,2003)

Facts:
National Investment Devp. Corp. (NIDC), a government corp., entered into a Joint
Venture Agreement (JVA) with Kawasaki for the construction, operation and
management of Phil. Shipyard and Engineering Corp (PHILSECO). Under the JVA,
NIDC and Kawasaki would maintain a 60%-40% and that the parties have the right of
first refusal in case of a sale. NIDCs right, title and interest in PHILSECO went to the
Government. In the interest of national economy, PHILSECO should be privatized by
selling 87.67% of its total outstanding capital stock to private entities. After negotiations,
it was agreed that Kawasakis right of first refusal under the JVA be exchanged for the
right to top by 5% the highest bid for said shares. During bidding, JG Summit was the
highest bidder but subject to the right of Kawasaki to top JG Summits bid. JG Summit
protested, contending that PHILSECO, as a shipyard is a public utility and, hence, must
observe the 60%-40% Filipino-foreign capitalization. By buying 87.67% of PHILSECOs
capital stock at bidding, Kawasaki/PHI in effect now owns more than 40% of the stock.

Issue:
Whether or not the right of first refusal of Kawasaki is valid?

Held:
Yes, the right of first refusal is meant to protect the original or remaining joint venture
from entry of third persons. The joint venture agreement between the Philippine
Government and Kawasaki is in the nature of a partnership which is based on the
principle of delectus personae wherein no one can become a member of the partnership
without the consent of the other partners. The right of first refusal ensures that the
parties are given control over who may become a new partner in substitution of or in
addition to the original partners.

8.) Liwanag vs. Workmens Compensation Commission, et.al. (GR. L-12164, May
22, 1959)

Facts:
Spouses, Benito and Maria Liwanag are co-owners of Liwanag Auto Supply. One of its
employees, a security guard named Balderama was killed while on duty. The heirs of
the deceased, a widow and three minor children, filed a claim for compensation with the
Workmens Compensation Commission and was granted, finding the spouses jointly
and severally liable. The spouses appealed to the Supreme Court claiming that there
was nothing in the Workers Compensation Act which provides that the obligation of an
employer arising from compensable injury or death of an employee should be solidary.

Issue:
Whether or not the spouses are solidarily liable?

Held:
Yes, the spouses are solidarily liable. Even though the Workmens Compensation Act
did not contain any provision expressly declaring solidary obligation of business
partners, there are other provisions found in Article 1711 and 1712 of the New Civil
Code that provides that the liability between business partners must be solidary in
compensation cases. The Workmens Compensation Act was enacted to give full
protection to the employee.

Dissenting Opinion of Justice Reyes:

The liability of the spouses as co-owners or co-partners to the deceases employee
would not be solidary but only pro rata.