Professional Documents
Culture Documents
Partnership
Instead
of
answering
the
complaint, Chua filed a Manifestation
admitting his liability and requesting a
reasonable time within which to pay. He
also turned over to Phil Fishing some of
the nets which were in his possession.
Yao filed an Answer, after which he was
deemed to have waived his right to
cross-examine witnesses and to present
evidence on his behalf because of his
failure to appear in subsequent hearings.
Lim filed an Answer with Counterclaim
and Crossclaim and moved for the lifting
of the writ. The trial court maintained the
writ, and upon motion of Phil Fishing,
ordered the sale of the fishing nets at a
public auction, where Phil Fishing was the
highest bidder. The trial court then ruled
that Phil Fishing was entitled to the writ
and that Chua, Yao, and Lim, as general
partners, were jointly liable to pay
respondent. The trial court based its
finding of partnership on the testimonies
of witnesses and on a compromise
agreement executed by the three in a
civil case brought by Chua and Yao
against Lim. In that case the three
agreed to have four vessels sold and the
profits split up equally.
On appeal, the CA affirmed.
Issue: Did a partnership exist between
Lim, Chua, and Yao? YES.
Ratio:
The pertinent provision is as follows
Article 1767 - By the contract of
partnership, two or more persons bind
themselves to contribute money,
property, or industry to a common fund,
with the intention of dividing the profits
among themselves.
Partnership
that any loss or profit from the sale
and operation of the boats would be
divided equally among them also
shows that they had indeed formed
a partnership.
That partnership extended not only
to the purchase of the boat, but also
to that of the nets and the floats.
The fishing nets and the floats, both
essential to fishing, were obviously
acquired in furtherance of their business.
It would have been inconceivable for Lim
to involve himself so much in buying the
boat but not in the acquisition of the
aforesaid equipment, without which the
business could not have proceeded.
The SC disregarded all of Lims
arguments, among them that he was
merely the lessor of the boats to
Chua and Yao. This in particular ticked
the SC of: His allegation defies logic. In
efect, he would like this Court to believe
that he consented to the sale of his own
boats to pay a debt of Chua and Yao, with
the excess of the proceeds to be divided
among the three of them. No lessor
would do what petitioner did. The sale
of the boats, as well as the division
among the three of the balance
remaining after the payment of their
loans, proved that F/B Lourdes,
though registered in Lims name,
was not his own property but an
asset of the partnership. It is not
uncommon to register the properties
acquired from a loan in the name of the
person the lender trusts, who in this case
is Lim, the brother of the lender.
*Corporation by Estoppel Issue
The SC also pinned Lim with his own
argument, i.e. that under the doctrine of