PIONEER INSURANCE VS.

CA
G.R. No. 84197; July 28, 1989

FACTS:

Lim is an owner-operator of Southern Airlines (SAL). Japan Domestic Airlines (JDA) and Lim entered into a sales
contract. Pioneer Insurance and Surety Corp. as surety executed its surety bond in favor of JDA on behalf of its
principal Lim. Border Machinery and Heacy Equipment Co, Inc., Francisco and Modesto Cervantes, and
Constancio Maglana contributed funds based on the misrepresentation of Lim that they will form a new
corporation to expand his business. They executed two separate indemnity agreements in favor of Pioneer,
one signed by Maglana and the other jointly signed by Lim for SAL, Bormaheco and the Cervanteses. The
indemnity agreements stipulated that the indemnitors principally agree and bind themselves jointly and
severally to indemnify and hold and save Pioneer from and against any/all damages, losses, etc. of whatever
kind and nature may incur in consequence of having become surety.

Lim executed in favor of Pioneer a deed of chattel mortgage as security. Upon default on the payments, Pioneer
paid for him and filed a petition for the foreclosure of chattel mortgage as security. Maglana, Bormaheco and
the Cervantes’s filed cross-claims against Lim alleging that they were not privies to the contracts signed by Lim
and for recovery of the sum of money they advanced to Lim for the purchase of the aircrafts. The decision was
rendered holding Lim liable to pay.

ISSUE:

Whether or not there is a de facto partnership that petitioner for a reimbursement of the losses

RULING:
NO

Partnership inter se does not necessarily exist, for ordinarily persons cannot be made to assume the relation
of partners as between themselves, when their purpose is that no partnership shall exist and it should be
implied only when necessary to do justice between the parties; thus, one who takes no part except to subscribe
for stock in a proposed corporation which is never legally formed does not become a partner with other
subscribers who engage in business under the name of the pretended corporation, so as to be liable as such in
an action for settlement of the alleged partnership and contribution.

Necessarily, no de facto partnership was created among the parties which would entitle the petitioner to
a reimbursement of the supposed losses of the proposed corporation. The record shows that the
petitioner was acting on his own and not in behalf of his other would-be incorporators in transacting the
sale of the airplanes and spare parts.
CARANDANG VS. HEIRS OF DE GUZMAN G.R. 160347 November 29, 2006

FACTS:

Quirino de Guzman and Spouses Carandang are stockholders and corporate officers of Mabuhay
Broadcasting System with equities at 54% and 46% respectively. The capital stock of MBS was increased
from P500,000 to P1.5 million which the spouses subscribed P345,000 and again increased from P1.5m to
P3 million and they again subscribed for P93,750 worth of newly issued capital stock.

De Guzman claims that part of the payment of these subscriptions were paid by him in which he prompted
him to send a demand letter to Spouses Carandang.

The spouses Carandang refused to pay the amount, contending that a pre-incorporation agreement was
executed between Arcadio Carandang and de Guzman, whereby the latter promised to pay for the stock
subscriptions of the former without cost, in consideration for Arcadio Carandang’s technical expertise, his
newly purchased equipment, and his skill in repairing and upgrading radio/communication equipment
therefore, there is no indebtedness on their part. This led De Guzman to file a complaint seeking to recover
the amount.

ISSUE:

Whether or not Spouses Carandang are liable as partners in a Conjugal Partnership and not as
independent debtors

RULING:

It is apparent from the facts of the case that the spouses Carandang were married way before the
effectivity of the Family Code hence; their property regime is conjugal partnership under the Civil Code.

It must be noted that for marriages governed by the rules of conjugal partnership of gains, an obligation
entered into by the husband and wife is chargeable against their conjugal partnership and it is the
partnership, which is primarily bound for its repayment. Thus, when the spouses are sued for the
enforcement of the obligation entered into by them, they are being impleaded in their capacity as
representatives of the conjugal partnership and not as independent debtors, such that the concept of
joint and solidary liability, as between them, does not apply.

The Court of Appeals is correct insofar as it held that when the spouses are sued for the enforcement of
the obligation entered into by them, they are being impleaded in their capacity as representatives of the
conjugal partnership and not as independent debtors. Hence, either of them may be sued for the whole
amount, similar to that of a solidary liability, although the amount is chargeable against their conjugal
partnership property. Thus, in the case cited by the Court of Appeals, Alipio v. Court of Appeals, the two
sets of defendant-spouses therein were held liable for ₱25,300.00 each, chargeable to their respective
conjugal partnerships.