MARJORIE TOCAO and WILLIAM T. BELO, petitioners, vs.

COURT OF APPEALS and NENITA A. ANAY, respondents.

Fortunato M. Lira for petitioners (P)
Rodolfo D. Mapile for private respondent (R)
Facts:
William Belo (P) introduced Nenita Anay (R) to Marjorie Tocao (P). Anay epressed !er desire
to !ave a joint venture for importation and local distru"ution of #itc!en coo#$ares. %!e
"ecame t!e !ead of mar#etin& and later on, 'P for %ales, Tocao as President and (eneral
Mana&er and Belo as capitalist, and t!e parties a&reed t!at Anay $ill receive) (*) ten percent
(*+,) of t!e annual net profits of t!e "usiness- (.) overridin& commission of si percent (/,)
of t!e overall $ee#ly production- (0) t!irty percent (0+,) of t!e sales s!e $ould ma#e- and (1)
t$o percent (.,) for !er demonstration services. T!e a&reement $as not reduced to $ritin&
on t!e stren&t! of Belo2s assurances.
After$ards, Anay successfully secured t!e distri"utors!ip of t!e coo#$are products from West
Bend 3ompany $!ic! operated under its local distri"utor 4 (eminesse 5nterprise, $it!
Marjorie Tocao as sole proprietor. %!e $as re$arded for t!is $it! a pla6ue of appreciation
and a 07, commission for !er personal sales alon& $it! a *+, s!are in profits.
8n 9 8cto"er *9:7 Anay learned t!at s!e $as terminated "y Tocao. %!e t!en attempted to
contact Belo and demand !er overridin& commission for ;anuary to <e"ruary *9:: and t!e
audit of t!e company to determine !er s!ares "ut s!e did not receive a response. %!e,
!o$ever, received !er =, overridin& commission until >ecem"er *9:7 only.
8n = April *9:: Anay filed a complaint for sum of money $it! dama&es a&ainst Tocao and
Belo and prayed t!at s!e "e paid !er *) demanded overridin& commission for ;anuary to
<e"ruary *9::- .) moral and eemplary dama&es of *++,+++pesos respectively- 0) an audit
of (eminesse 5nterprise2s finance from inception until s!e $as ?ille&ally terminated@ to
determine !er *+, s!are in profts- and 1) =, ovverridin& commission on t!e remainin& West
Bend 3oo#$are set "efore !er ?dismissal@.
Tocao and Belo asserted t!at t!e ?alle&ed a&reement@ $it! Anay t!at $as ?neit!er reduced in
$ritin&, nor ratified,@ $as ?eit!er unenforcea"le or void or ineistent.@ T!ere could not !ave
"een a partners!ip "ecause, as Anay !erself admitted, (eminesse 5nterprise $as t!e sole
proprietors!ip of Marjorie Tocao. Anay merely acted as mar#etin& demonstrator of (eminesse
5nterprise for an a&reed remuneration, and !er complaint referred to eit!er !er compensation
or dismissal, suc! complaint s!ould !ave "een lod&ed $it! t!e >epartment of Aa"or and not
$it! t!e re&ular court.
BeloBs claim t!at !e $as merely a ?&uarantor@ !as no "asis since t!ere $as no $ritten
evidence t!ereof as re6uired "y Article .+== of t!e 3ivil 3ode. Moreover, !is acts of attendin&
andCor presidin& over meetin&s of (eminesse 5nterprise plus !is issuance of a memo &ivin&
Anay 07, commission on personal sales "elied t!is.

Issue: W8N t!ere $as an eistin& "usiness partners!ip.
Ratio: Des, even t!ou&! it $as not reduced to $ritin& in t!is case, t!ere is an eistin&
partners!ip as it can "e instituted in any form (Article *77*). T!e fact t!at it $as re&istered as
a sole proprietors!ip is of no moment for suc! re&istration $as only for t!e companyBs trade
name.
To "e considered a juridical personality, a partners!ip must fulfill t!ese re6uisites) (*) t$o or
more persons "ind t!emselves to contri"ute money, property or industry to a common fund-
and (.) intention on t!e part of t!e partners to divide t!e profits amon& t!emselves. Et may "e
constituted in any form- a pu"lic instrument is necessary only $!ere immova"le property or
real ri&!ts are contri"uted t!ereto. T!is implies t!at since a contract of partners!ip is
consensual, an oral contract of partners!ip is as &ood as a $ritten one.
Anay cannot "e considered as an employee. Parties admitted of Anay2s epertise to en&a&e
in "usiness of distri"utors!ip of coo#$are and suc! epertise to t!e partners!ip $!ic! s!e
contri"uted is deemed "y t!e la$ as t!at of an industrial mana&in& partner. Fer reputation
and indispensa"le role in puttin& up t!e "usiness, and it2s setGup led t!ird persons to "elieve
t!at a partners!ip !as "een for&ed.
A mere fallin& out or misunderstandin& "et$een partners does not convert t!e partners!ip
into a s!am or&aniHation. T!e partners!ip eists until dissolved under t!e la$. %ince t!e
partners!ip created "y petitioners and private respondent !as no fied term and is t!erefore a
partners!ip at $ill predicated on t!eir mutual desire and consent, it may "e dissolved "y t!e
$ill of a partner. An unjustified dissolution "y a partner can su"ject !im to action for dama&es
"ecause "y t!e mutual a&ency t!at arises in a partners!ip, t!e doctrine of delectus
personae allo$s t!e partners to !ave t!e power, alt!ou&! not necessarily t!e right to dissolve
t!e partners!ip.
Tocao effected !er o$n $it!dra$al from t!e partners!ip t!rou&! and considered !erself as
!avin& ceased to "e associated $it! t!e partners!ip in t!e carryin& on of t!e "usiness.
Nevert!eless, t!e partners!ip $as not terminated t!ere"y- it continues until t!e $indin& up of
t!e "usiness.
T!e $indin& up of partners!ip affairs !as not yet "een underta#en "y t!e partners!ip. T!is is
manifest in petitionersB claim for stoc#s t!at !ad "een entrusted to private respondent in t!e
pursuit of t!e partners!ip "usiness.