SINGSON VS ISABLEA SAWMILL
GRN L-27343 February 28, 1979
Isabela Sawmill was formed by partners Saldajeno, Lon and Timoteo. S withdrew from the partnership and after dissolution, L and T continued the business still under the name Isabela Sawmill. The partnership is indebted to various creditors and that Sheriff sold the assets of Isabela Sawmill to S and was subsequently sold to a separate company.
Whether or not Isabela Sawmill ceased to be a partnership and that creditors could no longer demand payment.
On dissolution, the partnership is not terminated but continues until the winding up of the business. It does not appear that the withdrawal of S from the partnership was published in the newspapers. The appellee and the public had a right to expect that whatever credit they extended to L and T doing business in the name of Isabela Sawmill could be enforced against the properties of said partnership. The judicial foreclosure of the chattel mortgage executed in favor of S did not relieve her from liability to the creditors of the partnership.
It may be presumed that S acted in good faith, the appellees also acted in good faith in extending credit to the partnership. Where one of the 2 innocent persons must suffer, that person who gave occasion for the damages to be caused must bear the consequences.
TOCAO VS CA & NENITA ANAY
GRN 127405 October 4, 2000 365 SCRA 463
Respondent met the petitioner through Belo. They entered into a joint venture for the local distribution of kitchen wares. Anay was made to receive commissions based on her performance, as verbally agreed upon by her and Belo, the latter acting as guarantor of Tocao. The business was named Geminisse Enterprises under the sole proprietorship of Tocao. In 1987, Beo signed a 37% commission to Anay for her business transactions but after 2 days, she discovered that she was no longer the head of marketing and have been barred form holding office.
Whether or not Anay was an employee or partner of the business and thus entitled for damages.
The RTC and CA found that partnership existed based on the facts presented. Where no immovable property is involved, an oral agreement will suffice to create a partnership. Thus an unjustified dissolution by a partner can subject him to action for damages because by the mutual agency that arises in a partnership, the doctrine or delectus personae allows the partners to have the power although not necessarily to dissolve the partnership.
PASCUAL & DRAGON VS CIR AND CTA
GRN 78133 October 18, 1988
Petitioners bought two parcels of land and another 3 parcels the following year. The 2 parcels were sold in 1968 while the other 3 were sold in 1970. Realizing profits from the sale, petitioners filed capital gains tax. However, they were assessed with deficiency tax for corporate income taxes.
Whether or not petitioners formed an unregistered partnership thereby assessed with corporate income tax.
By the contract of partnership, two or more persons bind themselves to contribute money, industry or property to a common fund with the intention of dividing profits among themselves. There is no evidence though, that petitioners entered into an agreement to contribute MPI to a common fund and that they intend to divide profits among themselves. The petitioners purchased parcels of land and became co-owners thereof. Their transactions of selling the lots were isolated cases. The character of habituality peculiar to the business transactions for the purpose of gain was not present.
The sharing of returns foes not in itself establish a partnership whether or not the persons sharing therein have a joint or common right or interest in the property. There must be a clear intent to form partnership, the existence of a juridical personality different from the individual partners, and the freedom of each party to transfer or assign the whole property.
SARDANE VS ACOJEDO
GRN L-47045 November 22, 1988
Sardane executed promissory notes in the amount of PhP5, 217.25. Because of failure to pay, Acojedo brought an action for collection of sum of money. Sardane alleged that a partnership existed. MTC granted the petition but RTC reversed upholding reason that there existed partnership between the 2 which could then vary the meaning of the promissory notes. RTC concluded that PN involved were merely receipts for the contributions to said partnership and upheld the claim that there was ambiguity in the PN hence, parol evidence was allowable to contradict the terms of the represented loan contract.
Whether or not partnership existed when petitioner received profits.
Even if evidence other than PN may be admitted to alter the meaning conveyed thereby, still the evidence is insufficient to prove that partnership existed between the private parties. The fact that he had received 50% of the net profits does not conclusively establish that he was a partner of Acojeda. Article 1769 NCC explicitly provides that the receipt of a person of a share of the profits of the business is prima facie evidence that he is a partner in the business; no such inference shall be drawn if such profits were received in payment as wages of an employee.