Lim vs Philippine Fishing

- Antonio Chua and Peter Yao entered into contract on behalf of Ocean Quest Fishing
Corp, and claiming to be engaged in a business venture with petitioner Lim, for purchase of
fishing nets from respondent.
- Buyers failed to pay for the nets, so respondent filed a collection suit against buyers in
their capacity as general partners, on an allegation that Ocean Quest is a non-existent Corp, to
which the lower court issued a preliminary writ of attachment in favor of respondent.
- Petitioner moved to lift the writ but the court rendered judgement in favor of
respondent stating they was entitled to the writ and that the buyers were jointly liable to pay.
They ruled that a partnership existed among the buyers, based on testimonies and a
compromise agreement among them. Petitioner appealed to the CA
- CA ruled that buyers undertook a partnership for specific undertaking; for commercial
fishing – of which the goal was ultimately to divide profits among themselves – a partnership.

Issue: WON a partnership existed between them

Ruling: The petition is devoid of merit

-Petitioner entered into a business agreement with Chua and Yao, in which debts were
undertaken to finance acquisition and upgrade of vessels to be used in their fishing business.
They became a corporation by estoppel.
- a third party who, knowing an association to be unincorporated, nonetheless treated it
as a corporation and received benefits from it, may be barred from denying its corporate
existence in a suit brought against the alleged corporation.