Partnership Key takeaway from cases

Sunga-chan v Sunga

The case is about a verbal partnership and one of the partners die later on and his part was continued by the wife and
child.

A partnership can be instituted in any form, except if it involves the contribution of an immovable property.

The legal personality of a partnership is retained until the winding up of its business, culminating in its termination.

The right to demand an accounting for a partner’s interest against a person continuing the partnership accrues from the
date of dissolution

Mendiola v CA

The issue in this case is whether ATM is an employee or an industrial partner

ATM is an employee because partnership does not exist here. A corporation cannot enter into a partnership in the
absence of express authorization by statute or charter. Moreover, in a partnership, partners are co-owners of whatever
was contributed therein. There is a common fund where each party has a propriety interest.

Heirs of Tan v CA

In this case, they alleged a partnership exists b/w the two brothers in a lumber business, more specifically a joint
venture, and that it was maliciously transformed into a corporation

There is no evidence of partnership. While partnership may be constituted in any form, there are exceptions wherein it
must be embodied in a public document, such as when an immovable property is involved or the capital is more than 3k.

A joint venture is an informal partnership, it has no legal personality. The participants can transact business under their
own name and can be held individually liable therefore. Usually, but not necessarily it is limited to a single transaction.

A particular partnership on the other hand involves as its object a determinate thing and its fruits, specific undertaking,
or exercise of profession. It involves various transactions.

Best evidence of partnership is the contract of partnership.

Tacao v CA

In a partnership, an industrial and capital partner can co-exist. The former would contribute her expertise and the latter
the funds for the partnership.

A partner may dissolve the partnership at will provided that he acted in GF. Absence the GF and the BF being present
would give rise to damages.

Pascual v CIR

Co-ownership of properties and subsequent sales thereof does not immediately connote partnership, absent the intent
to form one, the purpose of gain, and the character of habituality.

Aurbach v Sanitary Wares

A joint venture is temporary.

A corporation cannot enter into a partnership, but it can enter into a joint venture.

Yu v CA
Without the winding up of affairs and subsequently the termination of the partnership, the old partnership is simply
continued by the new partnership. The new partners are then liable.

Rojas v Maglana

There can be no de facto partnership nor partnership at will if there exists a partnership duly registered.

CIR v Suter

Fixed sums of money constitute as property for particular partnership

In limited partnership, income of individual partners should not be consolidated with that of the partnership.

Tai Tong Chua v Insurance Commission

A partnership may sue and be sued in its name or by its duly authorized representative.

Mobil Oil v CFI

The continuation of a partnership also depends on the Articles of Co-Partnership.

A partner cannot avoid liability by withdrawing from the partnership for an obligation incurred prior to his withdrawal.

Active participation in a partnership is not a condition precedent for membership in a partnership so as to be entitled to its
profits nor be burdened with its liabilities.

Lim Tong Lin v Ph Fishing Gear

Under the principle of estoppel, those acting on behalf of a corporation and those benefited by it, knowing it to be without
valid existence, are held liable as general partners

Ortega v CA

 "The 'purpose' of the partnership is not the specific undertaking referred to in the law. The specific undertaking –
definite/determinable period of completion.
 Among partners, mutual agency arises and the doctrine of delectus personae allows them to have the
power,although not necessarily the right to dissolve the partnership. An unjustified dissolution by the partner
can subject him to a possible action for damages.
 an agreement of the partners, like any other contract, is binding among them and normally takes precedence to
the extent applicable over the Code's general provisions.

Dan Fue Lung v CA

the right to demand an accounting exists as long as the partnership exists. Prescription begins to run only upon the
dissolution of the partnership when the final accounting is done.