Professional Documents
Culture Documents
Partnership Cases
Partnership Cases
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PETITIONERS CONTENTION:
- the CA based its finding on the Compromise Agreement
alone.
- disclaims any direct participation in the purchase of the
nets, alleging that the negotiations were conducted by
Chua and Yao only, and that he has not even met the
representatives of the respondent company.
- he was a lessor, not a partner, of Chua and Yao, for the
"Contract of Lease"
ISSUE:
WON a partnership between Chua, Yao and
Lim exists. YES
WON Lim is liable as a partner. YES
SUPREME COURT RULING:
From the factual findings of both lower courts, it is clear
that Chua, Yao and Lim had decided to engage in a fishing
business, which they started by buying boats worth P3.35
million, financed by a loan secured from Jesus Lim who was
petitioners brother. In their Compromise Agreement, they
subsequently revealed their intention to pay the loan with the
proceeds of the sale of the boats, and to divide equally among
them the excess or loss. These boats, the purchase and the
repair of which were financed with borrowed money, fell under
the term common fund under Article 1767. The contribution
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ISSUE:
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Liability of the Parties
the
challenged
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Later, Tacao signed a letter saying that no longer is VPSales of Geminesse Ents., and that she is no longer
allowed to hold office in their business.
Anay cannot contact Belo despite attempts. Anay
wanted to get her commission and share of profits. Belo
& Tacao contend that since their agreement was
reduced in writing, their agreement is unenforceable,
void, and inexistent. They considered that there was no
partnership between them and that Anay as only an
employee and not a partner in their joint venture
agreement.
ISSUE:
WON Anay was a mere employee or a partner in
Geminesse Ents.
RULING:
Partnership is a consensual contract and an oral
contract is as good as a written one.
Though the partnership was not registered with SEC, the
partnership is not nullified.
Anay was an industrial partner who contributed his
expertise to the partnership.
The business venture did not result to employeremployee relationship. While it is true that receipt of
percentage of net profits constitute only prima facie
evidence of being a partner, Anay has a voice in the
management of the business affairs. If Anay was only an
employee, it is difficult to believe that they all receive
same income.
Though Geminesse Ents. was registered as a sole
proprietorship in BDT, what was registered was only the
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beacuse
of
the
working
conditions
of
the
Securities
Investigation
and
Clearing
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ISSUES:
that the partnership of Bito, Misa & Lozada (now Bito, Lozada,
held, per its decision of 26 February 1993, (a) that Atty. Misa's
partnership; (b) that such withdrawal was not in bad faith; (c)
RULING:
computed
FIRST ISSUE
and
paid
in
the
manner
stipulated
in
the
to
corresponding
the
SEC
Hearing
Officer
for
the
surviving partners."
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SECOND ISSUE
common factual finding, i.e., that Attorney Misa did not act in
No pronouncement on costs.
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PETITIONERS CONTENTION:
1.)
respondents had expressed a desire to withdraw
from the partnership and had called for its dissolution
2.)
respondents had been paid, upon the turnover to
them of furniture and equipment worth over P400,000;
and
3.)
that respondents have no right to demand a
return of their equity because their share,
together with the rest of the capital of the
partnership, had been spent as a result of
irreversible business losses.
RESPONDENTS CONTENTION:
1.) They did not know of any loan encumbrance on the
restaurant. And if such were true, the loans incurred by
petitioners should be regarded as purely personal and
thus, not chargeable to the partnership.
2.) They had not received any regular report or accounting
from the latter, who had solely managed the business.
3.) They expected the equipment and the furniture stored
in their house to be removed by petitioners as soon as
the latter found a better location for the restaurant.
ISSUES:
(1) whether petitioners are liable to respondents for the
latters share in the partnership;
(2) whether the CAs computation of P253,114 as respondents
share is correct
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HELD:
The Petition has merit.
First Issue:
Share in Partnership
Both courts found that a partnership had indeed existed
and was dissolved. Dissolution took place when respondents
informed petitioners of the intention to discontinue it because
of the formers dissatisfaction with, and loss of trust in, the
latters management of the partnership affairs.
We hold that respondents have no right to demand
from petitioners the return of their equity share. Except
as managers of the partnership, petitioners did not personally
hold its equity or assets. The partnership has a juridical
personality separate and distinct from that of each of the
partners. Since the capital was contributed to the partnership,
not to petitioners, it is the partnership that must refund the
equity of the retiring partners.
Second Issue:
What Must Be Returned?
Since it is the partnership, as a separate and
distinct entity, that must refund the shares of the
partners, the amount to be refunded is necessarily
limited to its total resources. In other words, it can only
pay out what it has in its coffers, which consists of all its
assets. However, before the partners can be paid their shares,
the creditors of the partnership must first be compensated.
After all the creditors have been paid, whatever is left of the
partnership assets becomes available for the payment of the
partners shares.
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ISSUE:
RULINGS:
Respondents Contention:
4. Almost 6 years from the time they were laid off, the Public
Utilities Employees Association filed a petition with the Court
of Industrial Relations (CIR) praying that the PAL be ordered to
pay them the twelve (12) days vacation leave and twelve (12)
days sick leave with pay, from August 1, 1946, which had
already accrued at the time they were laid off on June 15,
1947.
Petitioners Contention:
The PAL denied the liability, alleging that it was not a party to
the Agreement of August 1, 1946. The said employees were
absorbed by the PAL only on May 21, 1947 and were laid off
on June 15, 1947.
Decision of the CIR:
The Court of Industrial Relations, through Associate Judge V.
Jimenez Yanson, issued an Order requiring the PAL to pay the
said employees the money value of whatever vacation and
sick leave might have accrued to the said employees from
August 1, 1946 to June 15, 1947.
Whether or not the PAL is legally liable for the payment of the
money equivalent of the sick and vacation leave?
The order of the CIR and the resolution of the CIR en banc are
set aside, and the complaint of the employees (Association)
against the PAL was dismissed. When one company buys out
another and continues the business of the latter company, the
buyer may be said to assume the obligations of the company
bought out when said obligations are not of considerable
amount or value, specially when incurred in the ordinary
course of trade, and when the business of the latter company
is continued. However, when said obligation is of
extraordinary value, as in this case, amounting to about
P100,000, and the FEATI was bought out not to continue its
business but to stop its operation in order to eliminate
competition, as shown by the fact that all the employees of
the FEATI were laid-off, we cannot say that the vendee
assumed all the obligations of the rival airline.