yu v. NLRC GR No.

97212, June 30,

1993
Facts:
Benjamin Yu used to be the Assistant
General Manager of Jade Mountain, a
partnership
engaged
in
marble
quarrying and export business. The
majority of the founding partners sold
their interests in said partnership to Willy
Co and Emmanuel Zapanta without Yus
knowledge. Said new partnership
continued operating under the same
name and continued the businesss
operations. However, it transferred its
main office from Makati to Mandaluyong.
Said new partnership did not anymore
availed of the services of Yu. Thus, he
filed a complaint for illegal dismissal,
recovery of unpaid wages and
damages.
Issue: Whether the partnership which
had hired the petitioner as Asst. General
Manager had been extinguished and
replaced by a new partnership
composed of Willy Co and Emmanuel
Zapanta.
Held: The legal effect of the changes in
the membership of the partnership was
the dissolution of the old partnership
which had hired Yu in 1984 and the
emergence of a new firm composed of
Willy Co and Emmanuel Zapanta in
1987. The new partnership simply took
over the business enterprise owned by
the
preceeding
partnership,
and
continued using the old name of Jade
Mountain Products Company Limited,

without 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 most of them and opening a
new business enterprise. Not only the
retiring partners but also the new
partnership itself which continued the
business of the old, dissolved, one, are
liable for the debts of the preceding
partnership.

Hongkong vs jurado gr 414

Facts: By the order of April 16, 1895,
Don Ricardo Regidor was expressly
included in the bankruptcy as a general
partner of Jurado & Co. No order setting
aside this order has been called to the
courts attention, except the order of
December 12, 1898, dismissing the
entire proceeding. The order of April 6,
1898, upon which Seor Regidor relies,
simply decided that his motion, in which
he claimed that he was not properly
included in the bankruptcy, should come
up for hearing in the ordinary way. It
expressly stated that the merits of said
motion were not passed upon.
Issue: Whether Regidor must be
included as co-defendant in this case as
a partner.
held: As a partner of Jurado & Co. he is
represented by the firm and has no right
to appear as an individual separate from
the firm. If he has this right, then every
partner would have the same right. We

see nothing in the case to indicate that

his rights will not be protected by the
lawyers whom the firm may see fit to
employ. His motion to be made a codefendant is denied.
Evangelsta vs cir gr l-9996
Facts: Petitioners borrowed money from
their father and purchased several
lands. For several years, these lands
were leased to tenants by the
petitioners.
In
1954,
respondent
Collector of Internal Revenue demanded
from petitioners the payment of income
tax on corporations, real estate dealer's
fixed tax and corporation residence tax
for the years 1945-1949. A letter of
demand
and
corresponding
assessments
were
delivered
to
petitioners. Petitioners claim that they
should be absolved from paying said
taxes since they are not a corporation.
Issue: Whether petitioners are subject
to the tax on corporations provided for in
section 24 of Commonwealth Act. No.
466, otherwise known as the National
Internal Revenue Code, as well as to
the residence tax for corporations and
the real estate dealers fixed tax.
Held: Yes. Petitioners are subject to the
income tax and residence tax for
corporation.

As defined in section 84 (b) of the

Internal Revenue Code, "the term
corporation includes partnerships, no
matter how created or organized." This
qualifying expression clearly indicates
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 one could be deemed
constituted for purposes of the tax on
corporations. Partnership, as has been
defined in the civil code refers to two or
more persons who bind themselves to
contribute money, properly, or industry
to a common fund, with the intention of
dividing the profits among themselves.
Thus, petitioners, being engaged in the
real estate transactions for monetary
gain and dividing the same among
themselves constitute a partnership so
far as the Code is concerned and are
subject to income tax for corporation.
Since Sec 2 of the Code in defining
corporations also includes joint-stock
company, partnership, joint account,
association or insurance company, no
matter how created or organized, it
follows that petitioners, regardless of
how their partnership was created is
also subject to the residence tax for
corporations.