Case Digest - Business Organization

Infante vs. Cunanan
G.R L-5180 August 31, 1953
Bautista Angelo, J:

Facts:
Infante was the owner of the Land and with a house built on it. Cunanan and Mijares were contracted to sell the property from which they would receive commission. Noche agreed to purchase the lot but Infante informed C & M about her change of mind to sell the lot and had them sign a document, stating that their authority to sell was already cancelled. Subsequently, Infante sold the lot & house to Noche. Defendants herein demanded for their commission. RTC ordered Infante to pay commission, CA affirmed.

Issue:
Whether or not petitioner was duty bound to pay commission not withstanding that authority to sell has been cancelled.

Pascual and Dragon vs. CIR and CTA

GRN- 78133 October 18, 1988

Gancayco, &.

Facts:

Petitioners bought to proceeds the following year. The 2 parcels were sold on 1970. Realizing profits from the sale petitioners filed capital gains tax. However, defendants assessed petitioners with deficiency tax corporate income taxes.

Issue:

Whether or not petitioners formed and unregistered partnership thereby assessed with corporate income tax.

Ruling:

By the contract of partnership two or more persons bind themselves to0 contribute money, property or industry to a common fund with the intention of dividing the profits among themselves. In the presents cases, there is no evidence that the petitioners 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-owner thereof. Their transaction of selling the lots was an isolated case. The character of habituality peculiar to the business transactions for the purpose of gained was not present.

The sharing of return does not in itself established a partnership whether or not the persons sharing there’s have a joint or common right or interest in the property. There must be a clear intent to form partnership, the existence of juridical personality deferent from the individual partners, and the freedom of each party to transfer or assign the whole property.

Goguilay and Partnership vs. Sycip et. Al.

GRN L-1184 July 26, 1960

Reyes J& L: &

Facts:

Tan Sin and Goguilay into a partnership in business of buying and selling real state properties. Partners stipulated that Tan Sin will be the managing partner and that heirs shall represent the deceased partnership incurred debts and Tan Sin died, he was represents the deceased partner should the 10 years lifetime of the partnership has not yet expired. When the partnership incurred debts and Tan Sin will be managing partnership has not yet expired. When the partnership incurred and Tan Sin died, he has represented by his widow. In order to satisfy the partnerships debts the widow sold the properties to defendant. Goquilay opposed the sail assailing that widow has no authority to do so, without his Kn.

Issue:

Whether or not the consent of the other partner way necessary to perfect the sale of the partnership properties.

Riling:

First, Goquilay is stopped from asserting that upon the death of Tan Sin, his management of partnership affairs had also been terminated.

He was stopped in the same that after the death of Tan Sin, the partnership affairs from 1945 to 1949. It is only when the sale with the defendant that the authority of the widow was questioned.

It is a well settled rule that third persons. Are not bound in entering into a contract with any of the two partners, the ascertain whether or not his partner with whom the transaction is made has the consent of the other partner. The public need not make inquiries as to the agreement had between the partners. Its knowledge has enough that it is contracting with the partnership which is represented by one of the managing partners.

Business Organization

Singson vs. Isabela Sawmill

GRN L- 27343 February 28, 1979

Fernadez, J

Facts:

Isabela Sawmill was formed by partners Saldajeno, Lon and Timoteo. Withdraw from the partnership and after dissolution, L and T continued the business still under the name Isbel 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.

Issue:

Whether or not Isabela Sawmill ceased to be a partnership and that creditors could no longer demand payment.

Ruling:

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 Apelles and the public had a right to expect the public had a right to expect that whatever credit they extended to L & T doing business. In the name of the partnership could be enforced against the partnership of said partnership. The judicial foreclosure of the chattel mortrage executed in the favor of S did not relieve her from liability to the creditors of the partnership.

It may be presumed S acted in good faith, the Apelles also acted in good faith in extending credit to they partnership. Where one of the two innocent persons must suffer, that persons must suffer, that person who gave occasion for the damages to be caused must bear the consequences.

Business Organization- Partnership

Sardane vs. CA Acojedo

GRN- L 47045 November 22, 1980

Regalads, J

Facts:

Sardane executed promissory notes in the amount of P 5, 217.25 because of failure to pay; acojedo brought an action for collection of sum of money. MTC granted the petition but RTC reversed upholding reason that the existed partnership between the 2, which could them vary the meaning of the promissory notes. RTC concluded the 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.

Issue:

Whether or not partnership exited

Ruling:

Even if evidence other that PN may be admitted to alter the meaning conveyed thereby, still the evidence is insufficient to prove that a partnership existed between the private parties. In 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 receipts of the person of a share of the profits of a business is a prima farcies evidence that he is a partner in the business, no such profits were received in payment as wages of an employee.

Ruling:
A principal may withdraw the authority given to an agent at will .But respondents agreed to cancel the written authority given to them upon assurance by petition that should property be sold to Noche, they would be given commission.

That petitioner had changed her mind even if respondents had found a buyer who was willing to close the deal, is a matter that would not give rise to a legal consequences if respondents agree to call off to transaction in difference to the request of the of the petitioner. Petitioner took advantage of the services of respondent. But believing that she could evade payment of their commission, she induced them to sign the deed of cancellation. This act of submission cannot serve as basis for petitioner to escape payment of the commission agreed upon.


Business Org. – Agency
Genevieve Lim vs. Florencio Saban
G. R 163720 December 16, 2004
Tinga, J:

Facts:
Ybñez, owner of a lot entered into an Agency agreement with Saban authorizing the latter to look for a buyer of the Lot, with 200k as selling price which he can mark up to cover commission and transfer expenses. Saban sold the lot to Lim in the amount of 600k. Lim issued four checks to Saban but Ybañez asked Lim to cancel said checks and pay the remaining amount directly to Ybañez. Saban filed a case against Ybañez and Lim. Pending case, Ybañez died without being substituted. RTC dismissed Saban’s complaint, the four checks issued by Lim were stale and non-negotiable and the Latter was absolved. CA reversed the decision.

ISSUE:
Whether or not as agent, Saban is entitled to receive his commission and Lim should pay the same.

RULING:
The court affirms the CA’s finding that agency was not revoked since Ybañez requested that Lim stop payment of the checks payable to Saban only after the consummation of the sale. At that time, Saban had already performed his obligation as agent when the Deed of Absolute Sale was executed. To deprive Saban of his commission subsequent to the sale which was consummated through his efforts would be a breach of his contract of agency.

The logical conclusion of Court is that Lim changed her mind in agreeing to purchase the lot at 600k after talking to Ybañez and realizing that Saban’s commission was higher than the share of the owner. It was sufficient to conclude Ybañez and Lim connived to deprive Saban of his commission by dealing with each other directly and reducing the price and leaving nothing to compensate Saban for his effort.

Partnership

Tocao vs. CA and Nenita Anay 365 SCRA 463

G.R 127405 October 4, 2000

Ynares-Santiago, J:

Facts:

Respondent met the petitioner through Belo. Petitioner Tacao conveyed her desire to enter into a joint venture with her and Anay is to be the marketing head of local distribution of kitchen wares, the former to finance the business. Anay was made to receive commissions based on her performance, as verbally agreed upon by her and Belo, the latter acting as the guarantor of Geminesse enterprise.

In 1887, Belo signed a memorandum granting 37% commission to Anay for her business transaction. Two days after, Anay discovered that she was in effect no longer the head of marketing and had been barred from holding office.

Issue:

Whether or not Anay was an employee or partner of Tocao and thus entitled to damages.

Ruling:

The RTC and CA found the partnership between petitioners and private respondent exists based on the facts presented. This amount be determined by S.C

To be considered as a judicial personality, a partnership must fulfill these requisites: 1) two or more persons bind themselves to contribute money, property or industry to a common fund; (2) intention on the part of the partners to divide profits among themes selves. Where no immovable le property in involved, an oral agreement will suffice to create partnership. Thus, a subject he to action for damages because by the mutual agency that arises in a partnership, the doctrine of delectus personae allows the partners to have the power although not necessarily the right to dissolve the partnership.

· In 2001, SC issued a resolution, modifying its decision regarding as a partner to firm because he merely acted as a guarantor. As for the award of damages to Anay, the decision was sustained.