1. LOZANA V.
DEPAKAKIBO ISSUE:
FACTS: Lozana and Depakakibo established a partnership for the
purpose of maintaining, operating, and
distributing electric light and power in the Municipality of
Dumangas. The partnership is capitalized at the sum of
P30, 000.00 where Lozana agreed to furnish 60% while
Depakakibo, 40%.
However, the franchise for venture in favor of Buenaflor was
cancelled and revoked by the Public Service
Commission. Lozana thereafter sold Generator Buda [Lozanas
contribution to the partnership; no liquidation
made] to Decologon. When the decision was appealed, a temporary
certificate of public convenience was issued in
the name of Decolongon. Depakakibo sold one Crossly Diesel
Engine [Depakakibos contribution to the
partnership] to Spouses Jimenea and Harder.
Lozana brought action against Depakakibo alleging the latter
wrongfully detained the Generator Buda and
wooden posts to which he is entitled to the possession of. Lozano
prayed the properties be delivered back to him.
CFI ordered sheriff to take possession of the properties and the
delivery thereof to Lozano. Depakakibo
alleged properties have been contributed to the partnership and
therefor he is not unlawfully detaining them. In
addition, Lozano sold his contribution to partnership in violation of
terms of their agreement.
CFI declared Lozano owner of and entitled to the equipment.
Depakakibo appealed decision to the
Supreme Court.
W/N partnership is void or the act of the partnership in furnishing
electric current to the franchise holder without
previous approval of Public Service Commission render the
partnership void?
W/N disposal of contribution of parties is allowed.
RULING: Validity of the Partnership. Partnership is valid. The
fact of furnishing the current to the holder of the
franchise alone, without the previous approval of the Public Service
Commission, does not per se make the
contract of partnership null and void from the beginning and
render the partnership entered into by the parties for
the purpose also void and non-existent
Disposal of Contributed Property to the Partnership. Facts show
that parties entered into the contract of
partnership, Lozana contributing the amount of P18, 000, and
there has not been liquidation prior to the sale of
the contributed properties: Buda Diesel Engine and 70 posts. It
necessarily follows that the Buda diesel engine
contributed by the plaintiff had become the property of the
partnership. As properties of the partnership, the
same could not be disposed of by the party contributing the same
without the consent or approval of the
partnership or of the other partner. (Clemente vs. Galvan, 67 Phil.,
565)
2. SANCHO V. LIZARRAGA
FACTS:
The plaintiff brought an action for the rescission of the partnership
contract between himself and the defendant and the
reimbursement of his investment worth 50,000php with interest at
12 per cent per annum form October 15, 1920, with costs, and any
other just and equitable remedy against said defendant. The
defendant denies generally and specifically all the allegations of the
complaint and asked for the dissolution of the partnership, and the
payment to him as its manager and administrator P500 monthly
from October 15, 1920 until the final dissolution with interest.
The CFI found that the defendant had not contributed all the
capital he had bound himself to invest hence it demanded that the
defendant liquidate the partnership, declared it dissolved on
account of the expiration of the period for which it was constituted,
and ordered the defendant, as managing partner, to proceed
without delay to liquidate it, submitting to the court the result of
the liquidation together with the accounts and vouchers within the
period of thirty days from receipt of notice of said judgment. The
plaintiff appealed from said decision praying for the rescission of
the partnership contract between him and the defendant in
accordance with Art. 1124.
ISSUE:
WON plaintiff acquired the right to demand rescission of the
partnership contract according to article 1124 of the Civil Code.
HELD:
The SC ruled that owing to the defendants failure to pay to the
partnership the whole amount which he bound himself to pay, he
became indebted to the partnership for the remainder, with interest
and any damages occasioned thereby, but the plaintiff did not
thereby acquire the right to demand rescission of the partnership
contract according to article 1124 of the Code. Article 1124 cannot
be applied to the case in question, because it refers to the resolution
of obligations in general, whereas articles 1681 and 1682 specifically
refer to the contract of partnership in particular. And it is a well
known principle that special provisions prevail over general
provisions. Hence, SC dismissed the appeal left the decision
appealed from in full force.
3. UY V. PUZON
Bartolome Puzon had two contracts with the government for
the construction of roads and bridges. (Bureau of Public
Highways)
He sought the financial assistance of William Uy, so he
proposed that they create a partnership which would be the
sub-contractor of the projects.
They also agreed that the profits will be divided among
themselves.
William Uy agreed to the formation of the partnership "U.P.
Construction Company". They agreed to contribute P50,000
each. (Note: P40,000 was advanced by William Uy while
Puzon was waiting for the approval of his P150,000 PNB Loan.
Upon release of the loan, he promised to reimburse William Uy
of the P40,000; pay his share of P50,000 and loan P60,000 to
the partnership).
Loan was approved by November 1956. Note: At the end of
1957, Uy contributed a total of P115,
The partnership agreement was signed in 1957 (January 18)
although the work for the projects began as early as 1956
(October 1).
Since Puzon was busy with other projects, Uy was the one who
managed the partnership.
In order to guarantee the PNB Loan, Puzon, without the
knowledge of Uy, assigned the payments to the payments to be
received from the projects to PNB.
Due to the financial demands of the projects, Uy demanded that
Puzon comply with his obligation to place his capital
contribution in the company.
However, Puzon failed to comply even after formal demand
letters were sent to him.
Thereafter, Puzon (as the primary contractor of the projects)
wrote terminated the subcontract agreement with the
partnership to which he is also a partner. (November 27, 1957)
Thereafter, Uy was not allowed to hold office in the UP
Construction Company and his authority to negotiate with the
Bureau was revoked by Puzon.
Uy clamied that Puzon had violated the terms of their
partnership agreement. He sought for the dissolution of the
partnership with damages.
The lower court ruled in favor of Uy.
Issue: WON Puzon failed to comply with his obligation of paying
the capital contribution to the company. YES
Ruling: YES
According to the court, there was failure on the part of Puzon to
contribute capital to the partnership. When his load with PNB was
approved, he only gave P60,000 to Uy; P40,000 was for
reimbursement to the payments made by Uy and the other P20,000
was for the capital contribution. Thereafter, Puzon never made
additional contribution.
Also, it was found by the SC that Puzon misapplied partnership
funds by assigning all payments for the projects to PNB.
Such assignment was prejudicial to the partnership since the
partnership only received a small share from the total payments
made by the Bureau of Public Highways. As a result, the
partnership was unable to discharge its obligations.
Here, the Court ordered Puzon to reimburse whatever amount Uy
had invested in or spent for the partnership on account of
construction projects. The amount P200,000 as compensatory
damages was also awarded in favor of Uy.
RULING: Had the appellant not been remiss in his obligations as
partner and as prime contractor of the construction projects in
question as he was bound to perform pursuant to the partnership
and subcontract agreements, and considering the fact that the total
contract amount of these two projects is P2,327,335.76, it is
reasonable to expect that the partnership would have earned much
more than the P334,255.61 We have hereinabove indicated. The
award, therefore, made by the trial court of the amount of
P200,000.00, as compensatory damages, is not speculative, but
based on reasonable estimate.
WHEREFORE, finding no error in the decision appealed from,
the said decision is hereby affirmed with costs against the
appellant, it being understood that the liability mentioned herein
shall be home by the estate of the deceased Bartolome Puzon,
represented in this instance by the administrator thereof, Franco
Puzon.
4. US V. CLARIN
Sometime before 1910, Pedro Larin formed a partnership with
Pedro Tarug, Eusebio Clarin and Carlos de Guzman. Larin, being
the capitalist, agreed to contribute P172.00 to the partnership and
the three others shall use said fund to trade mangoes. The three
industrial partners bought mangoes and sell them and they earned
P203.00 but they failed to give Larins share of the profits. Larin
charged them with the crime of estafa, but the provincial fiscal filed
an information only against Eusebio Clarin in which he accused
him of appropriating to himself not only the P172 but also the share
of the profits that belonged to Larin, amounting to P15.50. Clarin
was eventually convicted.
ISSUE: Whether or not the conviction is correct.
HELD: No. The P172.00 having been received by the partnership,
the business commenced and profits accrued, the action that lies
with the partner who furnished the capital for the recovery of his
money is not a criminal action for estafa, but a civil one arising
from the partnership contract for a liquidation of the partnership
and a levy on its assets if there should be any.
The then Penal Code provides that those who are guilty of estafa are
those who, to the prejudice of another, shall appropriate or
misapply any money, goods, or any kind of personal property which
they may have received as a deposit on commission for
administration or in any other producing the obligation to deliver
or return the same, (as, for example, in commodatum, precarium,
and other unilateral contracts which require the return of the same
thing received) does not include money received for a partnership;
otherwise the result would be that, if the partnership, instead of
obtaining profits, suffered losses, as it could not be held liable
civilly for the share of the capitalist partner who reserved the
ownership of the money brought in by him, it would have to answer
to the charge of estafa, for which it would be sufficient to argue that
the partnership had received the money under obligation to return
it.
5. PEOPLE V. CAMPOS
The case is an appeal from the decision[1] of the Regional Trial
Court, Caloocan City, Branch 124, convicting Alejandro Campos y
Armado and Renato dela Cruz y Borac of robbery with homicide
with frustrated homicide[2], and sentencing each of them to
reclusion perpetua and to indemnify jointly and severally Felipa
Jacobe in the amount of P30,000.00 for burial expenses of
Mercelina Alfaro Jacobe, the amount of P60,000.00 for hospital
expenses of Felicidad Alfaro, and the amount of P10,000.00
representing the amount stolen from the victims, and to pay the
costs.
On August 18, 1989, Assistant City Fiscal Bartolome G. Viola, Jr.
filed with the Regional Trial Court, Caloocan City, an information
charging Alejandro Campos y Armado and Renato dela Cruz y
Borac with robbery with homicide, committed as follows:
"That on or about the 17th day of August 1989, in Kalookan City,
Metro-Manila and within the jurisdiction of this Honorable Court,
the above-named accused, conspiring together and mutually
helping one another, with intent to gain and by means of force,
violence and intimidation employed on the person of one
MERCELINA ALFARO DE JACOBE, did then and there, willfully,
unlawfully and feloniously take, rob and carry away cash money
amounting to P10,000.00 belonging to said complainant, to the
damage and prejudice of the latter in the aforestated amount of
P10,000.00; that on the occasion of the said robbery and for the
purpose of enabling them to take, rob and carry away the said
amount of P10,000.00, the herein accused in pursuance of their
conspiracy did then and there willfully, unlawfully and feloniously
with intent to kill the victim, attack and stab on the different vital
parts of the body, thereby inflicting upon said MERCELINA
ALFARO DE JACOBE, serious physical injuries, which directly
caused her death; and also with deliberate intent to kill, did then
and there willfully, unlawfully and feloniously attack, assault and
stab with a bladed instrument on the vital parts of the body one
FELICIDAD ALFARO y CRUZ, thus, performing all the acts of
execution which would have produced the crime of Homicide as a
consequence, but which nevertheless did not produce it by reason
of causes independent of the will of the herein accused, that is due
to the timely, able and efficient medical attendance rendered the
victim at the Quezon City General Hospital, which prevented the
victim's death.
"CONTRARY TO LAW.[3]
On August 29, 1989, at the arraignment, both accused pleaded not
guilty.[4]
Felicidad Alfaro and Mercelina Alfaro Jacobe resided inside
Maxim's Mini Mart at Cefel's Park Subdivision, Tala, Novaliches,
Caloocan City. Beside the mini mart was Cefel's General
Merchandise, a hardware store owned by Felipa Jacobe, the
mother-in-law of Mercelina Alfaro Jacobe.
On August 16, 1989, at around 10:00 in the evening, Felicidad and
Mercelina prepared to sleep. Their bedroom and the kitchen were
located inside the mini mart. Felicidad turned off all lights in the
store except the kitchen light. Mercelina laid on the bed with her
two-year old son, Christopher, while Felicidad laid on the floor
beside them.
At around midnight, Felicidad roused from her sleep and stood up.
Suddenly, someone stabbed her on her left arm. She started to
shout as her assailant continued to stab her. She was hit on her
abdomen, left arm, and left side. She fell to the floor in a sitting
position and she looked at the person who stabbed her. She
recognized accused Alejandro Campos, who worked at the
neighboring gravel and sand area and frequented their store to buy
gas. She also noticed accused Renato dela Cruz standing near the
door of the room. She knew accused dela Cruz because they used to
work together in the Cefel's General Merchandise Store, a hardware
store adjacent to the mini-mart.
Suddenly, accused Campos moved towards Mercelina and started
stabbing her. Mercelina, still lying on the bed, woke up and shouted
for help. Accused Campos kept stabbing her.
Thereafter, the two accused left hurriedly, exiting through the
storeroom of the minimart.
At around midnight of August 17, 1989, Barangay Captain Federico
Hallig was inside the Barangay Hall at Malaria, Tala, Caloocan City
together with Barangay Tanods Romulo Meglares, Jesus Sienda,
Marcos Manalo and Maximo Baylon. Suddenly, they saw a man
running outside the barangay hall with blood on his chest and on
his short pants. The man was holding a kitchen knife about eleven
inches long. After questioning the man, who identified himself as
Alejandro Campos, the barangay officials brought him to the police
station.
Meanwhile, Felicidad, though wounded, managed to call for help
from her mother-in-law, Felipa Jacobe, who resided beside the
store. Felicidad was brought to Tala Hospital but was later
transferred to Quezon City General Hospital. Mercelina was taken
to Tala Hospital. She was pronounced dead on arrival.
Dr. Amancio Angustia of the Quezon City General Hospital found
that Felicidad Alfaro had several stab wounds on the chest and a
fractured left arm.[5] Two teams of surgeons immediately operated
on Felicidad, thereby saving her life.
Dr. Dario Gajardo of the medico-legal unit of the Philippine
Constabulary Crime Laboratory conducted an autopsy on the body
of Mercelina Alfaro Jacobo.[6] He found eight stab wounds on
different parts of the body of the deceased. He also found internal
injuries in the heart, right lung, liver, stomach and the diaphragm.
The cause of death was cardio-respiratory arrest due to shock and
hemorrhage secondary to multiple stab wounds.
On August 17, 1989, Felicidad, still in her hospital bed, asked her
father, Ramon Alfaro, to look for a bag containing money,
amounting to ten thousand (P10,000.00) pesos, from the store.
Ramon Alfaro went to the store and found the bag on the floor,
empty.[7]
That afternoon, policemen brought accused dela Cruz and accused
Campos to Felicidad. Felicidad identified accused Campos and
accused dela Cruz as the persons who entered the room in the early
morning of August 17, 1989 and stabbed her and her sister.
Accused Alejandro Campos denied any participation in the stabbing
incident. He testified that at that time, he was at home in Malaria,
Ilang-Ilang Street, Tala, Caloocan City.
Upon further questioning, accused Alejandro Campos admitted that
he went to the mini-mart on the evening of August 16, 1989, at the
call of accused Renato dela Cruz. Accused Campos claimed that he
stayed outside the store when accused dela Cruz entered the
minimart. Moments later, accused Campos heard shouts of women
inside and saw accused dela Cruz emerge from the store. Accused
dela Cruz entrusted a knife into the hands of accused Campos and
told him to keep it. Accused Campos walked away from the store,
holding the knife. He failed to notice that the knife was bloodied.
Later, barangay officials intercepted him and brought him to police
headquarters for questioning.
Accused Renato dela Cruz, driver and caretaker of the hardware
store owned by Felipa Jacobe, denied any involvement in the crime.
He alleged that Alejandro Campos implicated him in this serious
crime because the latter was envious that he was receiving a higher
salary than the other employees of Felipa Jacobe.[8] He claimed
that at around 9:00 in the evening of August 16, 1989, he was at his
residence, 40 meters away from the minimart, on the night in
question.[9] He played several games of Russian poker or pusoy
with his friends until 11:00 in the evening when his wife told him to
go to sleep. At around 1:00 in the morning, his wife woke him up
because somebody was calling him outside their house. When
accused dela Cruz opened the door, he saw several policemen who
told him that Mrs. Felipa Jacobe wanted to see him. He went with
the policemen but later realized that he was being taken to the
police station. There, the policemen informed him that something
happened to Mercelina and Felicidad Alfaro. Accused dela Cruz
stated that he knew nothing about the incident. Later, policemen
took him to the hospital where Felicidad Alfaro was lying
unconscious. Accused dela Cruz saw Patrolman Antonio Paras
attempting to talk to Felicidad. Later, accused dela Cruz and the
policemen left the hospital. Accused dela Cruz did not see Felicidad
point to him as one of the suspects. It was only Pat. Antonio Paras
who told him that Felicidad identified him as one of the suspects.
On October 24, 1990, the trial court rendered a decision, the
dispositive portion of which states:
"WHEREFORE, in view of the foregoing, this Court finds the
accused Alejandro Campos y Armado and Renato dela Cruz y Borac
guilty beyond reasonable doubt of Robbery with Homicide with
Frustrated Homicide as charged and hereby sentences each accused
to suffer imprisonment of RECLUSION PERPETUA. Both accused
are also directed to indemnify jointly and severally Felipa Jacobe
the amount of P30,000.00 for shouldering the burial and
miscellaneous expenses of Mercelina Alfaro Jacobe, the amount of
P60,000.00 for shouldering the hospitalization, operation and the
purchase of medicine in the treatment of Felicidad Alfaro and to
jointly and severally indemnify the heirs of Mercelina Alfaro Jacobe
the amount of P10,000.00 which was stolen from Mercelina Alfaro.
Both accused are also directed to pay the costs.
"Both of the accused shall be entitled to be credited with the full
period of their preventive imprisonment pursuant to Art. 29 of the
Revised Penal Code provided the requirements listed therein have
been complied with.
"SO ORDERED.
"Promulgated in open court on this 24th day of October 1990 at
Kalookan City, Metro Manila.
"(sgd.) RENE VICTORIANO
Judge"[10]
Only accused Renato dela Cruz appealed the decision to the
Supreme Court.[11]
Accused-appellant Renato dela Cruz contended that the trial court
erred in convicting him because his participation in the crime was
not clearly established. The prosecution witness failed to see
anyone taking the contents of the bag containing the store earnings.
The prosecution also failed to prove conspiracy between the two
accused in the stabbing incident.
In order to be convicted of robbery with homicide, four (4)
elements are necessary: (a) the taking of personal property with the
use of violence or intimidation against the person; (b) the property
taken belongs to another; (c) the taking is characterized by intent to
gain or animus lucrandi; and, (d) on the occasion of the robbery or
by reason thereof the crime of homicide was committed.[12]
We find insufficient evidence to show that accused-appellant dela
Cruz was guilty of the first three elements of robbery with homicide.
In robbery with homicide cases, the robbery itself must be proved
as conclusively as any other essential element of the crime.[13]
Robbery is the taking of personal property belonging to another,
with intent to gain, by means of violence against or intimidation of
any person or by using force upon things.[14] In this case, all that
the witness Felicidad saw that night was the stabbing of her sister,
not the taking of personal property. The taking cannot be assumed
from the actions of accused-appellant as seen by Felicidad. She saw
him at the doorway and then noticed him running out the store
after the stabbing occurred. Felicidad claimed that the bag
purportedly containing money was recovered empty the next day.
However, it was undisputed that various persons had entered the
store of the victims after the incident, including investigators and
onlookers. The bag was not conclusively shown to contain money
nor was the money ever recovered. Further, there was no
substantial link from the loss of the contents of the bag to the
accused, for the money was never seen in the possession of the
accused.
Thus, accused may not be held liable for robbery.
Regarding the stabbing involving Felicidad and Mercelina, the
testimony of one of the victims, namely, Felicidad, who survived the
stabbing, becomes crucial.
Felicidad categorically stated that accused Campos stabbed her and
her sister. "The most natural reaction of victims of violence is to
strive to look at the appearance of the perpetrators of the crime and
observe the manner in which the crime is being committed."[15]
Even as she fell to the floor, Felicidad endeavored to see the identity
of her assailant. She saw accused Campos as he stabbed her at close
range and watched as he moved on to stab her sister.
However, accused-appellant dela Cruz alleged that the prosecution
witness failed to establish his actual participation in the stabbing of
Felicidad and Mercelina, as well as his overt acts that tended to
show his conspiracy with accused Campos. We agree.
Conspiracy exists when two or more persons come to an agreement
concerning the commission of a felony and decide to commit it.[16]
Direct proof is not essential to prove conspiracy; however, the
evidence to prove the same must be positive and convincing.[17]
Similar to the physical act constituting the crime itself, the
conspiracy must be proven beyond reasonable doubt.[18] It must be
founded on facts, not on mere surmises or conjectures.[19]
In this case, there was no clear indication of the existence of
conspiracy. First, eyewitness' identification of accused-appellant at
the scene of the crime was not clear. Although the witness was
familiar with the accused-appellant, the lack of lighting in the store
at the time left doubt as to her proper identification of accused-
appellant, who was several meters away from her. Second, Felicidad
merely stated that she saw him standing by the door of the
store.[20] Mere presence at the scene of the crime is insufficient to
prove conspiracy.[21] A conspirator must perform an overt act in
furtherance of the plan to commit a felony; mere presence at the
scene of the incident, knowledge of the plan or acquiescence thereto
are not sufficient grounds to hold a person liable as a
conspirator.[22] Mere presence, knowledge, acquiescence to or
agreement to cooperate, is not enough to constitute one as a party
to a conspiracy, absent any active participation in the commission
of the crime, with a view to the furtherance of the common design
and purpose.[23]
Undoubtedly, accused-appellant did not stab Felicidad and
Mercelina. Considering the scant evidence showing conspiracy and
accused-appellant's involvement in the stabbing incident, accused-
appellant can not be convicted of the crime charged. It is axiomatic
that the accused is accorded in his favor the disputable
presumption of innocence.[24] Unless the guilt of the accused is
proven beyond reasonable doubt, the constitutional presumption of
innocence applies.[25]
WHEREFORE, the Court REVERSES the decision of the Regional
Trial Court, Caloocan City, Branch 124, convicting accused-
appellant Renato dela Cruz y Borac of robbery with homicide.
Accused-appellant Renato dela Cruz is hereby ACQUITTED on
reasonable doubt and is ordered released immediately from
confinement unless he is held for another case.
6. MARTINEZ V. ONG PONG CO
Facts: Martinez delivered P1,500 to Ong Pong Co and Ong Lay to
invest in a store. They agreed that the profits and losses would be
equally shared by all of them.
Martinez was demanding for the two Ongs to render an accounting
or to refund him the P1,500.
Ong Pong Co alleged that Ong Lay, now deceased, was the one who
managed the business, and the capital of P1,500 resulted in a loss
so that he should not be made liable
Issue: WON Ong Pong Co is liable? YES What is the extent of his
liability? joint
Held: The 2 partners (Ongs) were t h e administrators/managers
and are obliged to render accounting. Since neither of t h em
rendered an account, nor proved the alleged losses, they are obliged
to return t h e capital to Martinez.W h ere two partners receive from
anot h er a sum of money for t h e establis h mentof a business, and
agree to s h are wit h t h e latter t h e profits or losses t h at may
result therefrom, t h e said two persons, as t h e apparent
administrators of the partners h ip, acted as agents for t h e
capitalist partner, and by virtue thereof are bound to fulfill t h e
contract w h ic h implies t h e management of t h e business.Article
1796 is not applicable because no other money t h an t h at
contributed ascapital was involved. Th e liability of t h e partners is
joint. Ong Pong Co s h all onlypay P750 to Martinez.
7. RAMNANI V. CA
FACTS: Ishwar Jethmal Ramnani and his wife Sonya had their
main business based in New York. Ishwar received US $150,000.00
from his father-in-law in Switzerland. In 1965, Ishwar Jethmal
Ramnani sent the amount of US $150,000.00 to Choithram in two
bank drafts of US$65,000.00 and US$85,000.00 for the purpose of
investing the same in real estate in the Philippines. Subsequently,
spouses Ishwar executed a general power of attorney appointing
Ishwars full blood brothers Choithram and Navalrai as attorneys-
in-fact, empowering them to manage and conduct their business
concerns in the Philippines. Choithram, as attorney-in-factr,
entered into two agreements for the purchase of two parcels of land
located in Pasig Rizal from Ortigas & Company, Ltd. Partnership
(Ortigas Ltd.) with a total area of approximately 10,048 square
meters. Three buildings were constructed thereon and were leased
out by Choithram as attorney-in-fact of spouses Ishwar. Two of
these buildings were later burned.
In 1970 Ishwar asked Choithram to account for the income and
expenses relative to these properties during the period 1967 to
1970. Choithram failed and refused to render such accounting
which prompted Ishwar to revoke the general power of attorney.
Choithram and Ortigas Ltd. were duly notified by notice in writing
of such revocation. It was also registered with the Securities and
Exchange Commission and published in The Manila Times.
Nevertheless, Choithram as such attorney-in-fact of Ishwar,
transferred all rights and interests of Ishwar spouses in favor of
Nirmla Ramnani, the wife of Choitrams son, Moti. Ortigas also
executed the corresponding deeds of sale in favor of Nirmla and the
TCT ISSUEd in her favour. Thus, spouses Ishwar filed a complaint
in the Court of First Instance of Rizal against Choithram and
spouses Nirmla and Moti (Choithram et al.) and Ortigas Ltd. for
reconveyance of said properties or payment of its value and
damages.
Issue: Whether a partnership was formed?
Held: The Court held that there was a partnership formed. Even
without a written agreement, the scenario is clear. Spouses Ishwar
supplied the capital of $150,000.00 for the business. They
entrusted the money to Choithram to invest in a profitable business
venture in the Philippines. For this purpose they appointed
Choithram as their attorney-in-fact. We have a situation where two
brothers engaged in a business venture. One furnished the capital,
the other contributed his industry and talent. Justice and equity
dictate that the two share equally the fruit of their joint investment
and efforts.
8. MORAN, JR. V. CA
In February 1971, Isabelo Moran and Mariano Pecson entered into
a partnership agreement where they agreed to contribute P15k each
for the purpose of printing 95k posters of the delegates to the then
1971 Constitutional Commission. Moran shall be in charge in
managing the printing of the posters. It was further agreed that
Pecson will receive a commission of P1k a month starting from
April 1971 to December 1971; that the partnership is to be liquidated
on December 15, 1971.
Pecson partially fulfilled his obligation to the partnership when he
issued P10k in favor of the partnership. He gave the P10k to Moran
as the managing partner. Moran however did not add anything and,
instead, he only used P4k out of the P10k in printing 2,000 posters.
He only printed 2,000 posters because he felt that printing all 95k
posters is a losing venture because of the delay by the COMELEC in
announcing the full delegates. All the posters were sold for a total of
P10k.
Pecson sued Moran. The trial court ordered Moran to pay Pecson
damages. The Court of Appeals affirmed the decision of the trial
court but modified the same as it ordered Moran to pay P47.5k for
unrealized profit; P8k for Pecsons monthly commissions; P7k as
return of investment because the venture never took off; plus
interest.
ISSUE: Whether or not the CA judgment is correct.
HELD: No. The award of P47.5k for unrealized profit is
speculative. There is no evidence whatsoever that the partnership
between the Moran and Pecson would have been a profitable
venture (because base on the circumstances then i.e. the delay of
the COMELEC in proclaiming the candidates, profit is highly
unlikely). In fact, it was a failure doomed from the start. There is
therefore no basis for the award of speculative damages in favor of
Pecson. Further, there is mutual breach in this case, Pecson only
gave P10k instead of P15k while Moran gave nothing at all.
As for the P8k monthly commission, this is without basis. The
agreement does not state the basis of the commission. The payment
of the commission could only have been predicated on relatively
extravagant profits. The parties could not have intended the giving
of a commission inspite of loss or failure of the venture. Since the
venture was a failure, Pecson is not entitled to the P8k commission.
As for the P7k award as return for Pecsons investment, the CA
erred in his ruling too. Though the venture failed, it did took off the
ground as evidenced by the 2,000 posters printed. Hence, return of
investment is not proper in this case. There are risks in any
business venture and the failure of the undertaking cannot entirely
be blamed on the managing partner alone, specially if the latter
exercised his best business judgment, which seems to be true in this
case.
Moran must however return the unused P6k of Pecsons
contribution to the partnership plus P3k representing Pecsons
profit share in the sale of the printed posters. Computation of P3k
profit share is as follows: (P10k profit from the sale of the 2,000
posters printed) (P4k expense in printing the 2k posters) = (P6k
profit); Profit 2 = P3k each.
9. NG YA V. SUGBU COMMERCIAL CO.
Facts: Ng Ya, a Chinese merchant based in Surigao, Surigao
ordered from Sugbu Commercial (based in Cebu) 1,000 galvanized
iron and aluminium sheets. It was agreed that the goods would be
delivered in a weeks time, or on or before January 5, 1950. The
amount of these goods is P5,400, which appears to have been paid
by Ng Ya in full. * However, the said goods were not delivered on
the said date. And as Ng Ya kept on inquiring from Sugbu
Commercial Co. about the status of the goods, the latter failed to
deliver the same but kept promising that the said goods would be
delivered at some future time. * Sugbu Commercial later found out
that Ng Ya is also in need of cigarettes that she will sell on resale in
Surigao. The former then offered the latter cigarettes. Ng Ya was
enticed by the offer and then entered into another contract of sale
with Sugbu. * She paid the amount of the cigarettes worth P4,000
with the help of Lana Bakery, with whom she had an understanding
of splitting the profits she hoped to realize from the buy and sell of
cigarettes. * However, after a couple of months, in July, neither the
cigarettes nor the galvanized iron and aluminium sheets reached Ng
Ya. Consequently, Tan Chun Pia of Lana Bakery, from whom she
obtained the P4,000 got angry with her and, for this reason, Ng Ya
was forced to reimburse him of the amount. * She then kept coming
back to Sugbu to demand either the delivery of the goods she
ordered or the payment of P 9,400. Unfortunately, every time she
dropped there, poor Ng Ya was challenged by Shih Tiong Chu to file
a complaint, and she had to seek the help of the Chinese Chamber
of Commerce for the settlement of her claim. * Ng Ya finally filed a
complaint with the CFI Cebu. * Sugbu Commercial then filed a 3rd
-party complaint against Pow Sun Gee, alleging that the latter
received the amounts of P5,400 and P4,000 in his capacity as
manager of Sugbu Commercial when he was
not authorized to issue official receipts and that only his co-partner
Shih Tiong Chu, who was
most of the time in Manila, could do so. In this regard, Sugbu
Commercial prayed that Pow Sun gee be ordered to indemnify
Sugbu Commercial for whatever is adjudged against the latter in
favor of plaintiff Ng Ya. * TC decided in favor of Ng Ya and
sentenced Sugbu to pay plaintiff the sum of P9,400 and
condemning Pow Sun Gee to reimburse Sugbu Commercial
Company. * Sugbu Commercial appealed.
Issue :W/N Sugbu Commercial should not be held liable because
Pow Sun Gee, as the one who received the payments and issued
receipts to Ng Ya, is not authorized to do so
Holding: No.
Ratio Decidendi A manager of a partnership is presumed to have all
the incidental powers to carry out the object of the partnership in
the transaction of the business
. There is of course an exception to the general rule: when the
powers of a manager are specifically restricted, he could not
exercise the powers expressly limited of him.
But when the articles of association do not specify the powers of the
manager, it is admitted on principle that a manager has the powers
of a general agent, and even more. When the object of the company
is determined, the manager has all the powers necessary for the
attainment of such object.
Reasoning
Sugbu Commercial was not able to present articles of co-
partnership that would show any limitation upon the powers of the
manageran indication that there was none. For this reason, we
hold and declare that
the minor power of issuing official receipt is included in the general
powers of the manager
. Indeed, it would be quite queer that the manager of any juridical
entity would not be authorized to issue official receipts for amounts
delivered to that entity through said manager, and that only his co-
partner Shih Tiong Chu, who was most of the time in Manila, could
do so. This is not in keeping with the present day business dealings,
for it is slow and inconvenient to those who transact with the
company.
10. TEAGUE V. MARTIN
It was alleged, among others, by the plaintiff that he and the
defendants formed a partnership for the operation of a fish
business and similar commercial transactions, which by mutual
consent was called "Malangpaya Fish Co.," with a capital of
P35,000, of which plaintiff paid P25,000, the defendants Martin
P5,000, Maddy P2,500, and Golucke P2,500; that he was named
the general partner; that the share in the profits and losses is in
proportion to the amount of contributed capital; that there was no
agreement as to the duration of the partnership; that he wants to
dissolve it, but the defendants refused to do so; that the partnership
purchased and owns a lighter (Lapu-Lapu), a motorship
(Barracuda), and other properties, which are in the possession of
the defendants who are making use of them. It was alleged that it is
the best interest of the parties to have a receiver appointed pending
this litigation, to take possession of the properties, and he prays
that the Philippine Trust Company be appointed receiver, and for
judgment dissolving the partnership, with costs.
Each of the defendants filed a separate answer, but of the same
nature. It is then alleged, among others, that Maddy will have
charge of the Barracuda and the navigating of the same, salary
P300 per month; Martin will have charge of the southern station,
cold stores, commissary and procuring fish, salary P300 per month;
Teague will have charge of selling fish in Manila and purchasing
supplies. No salary until business is on paying basis.
The CFI issued a decision: (1) dissolving the partnership and
liquidating its assets; (2) that the barge Lapu-Lapu as well as the
Ford truck and adding machine belong exclusively to Teague, but
he must return to and reimburse the partnership the amount which
was taken from its funds for the purchase of the Lapu-Lapu and the
Ford truck.
Upon appeal, the plaintiff further contended that he is the
managing partner of the partnership and the three properties
(Lapu-Lapu, Barracuda & Ford truck) are properties of the
partnership since they were paid from the profits of the partnership
thus do not belong to him.
ISSUES:
WON the plaintiff was the manager of the unregistered partnership
of Malangpaya Fish Company.
WON the three properties are owned by the partnership.
RULING:
Yes, the powers and duties of the three partners are specifically
defined, and that each of them was more or less the general
manager in his particular part of the business. The plaintiffs
powers and duties were confined and limited to "selling fish in
Manila and the purchase of supplies."
No, the Lapu-Lapu, Barracuda, and the adding machine, although
paid for by the partnership funds, are owned by petitioner for it was
registered in his own name. He is estopped from claiming
otherwise. The purchase of the properties in question are not within
the scope of plaintiffs authority. It is but right that the plaintiff
reimburse the partnership for the use of its funds. However, it
noted that the partnership also made use of the Lapu-Lapu. In the
interest of justice, the plaintiff should be compensated for such use.
11. SANTOS V. VILLANUEVA
12. BACHRACH V. LA PROTECTORA
13. MACHUCA V. CHUIDIAN
FACTS: CHUIDIAN, BUENAVENTURA & CO (defendants) is a
regular general partnership. The original partners were D. Telesforo
Chuidian, Doa Raymunda Chuidian, Doa Candelaria Chuidian,
and D. Mariano Buenaventura. The partners each contributed
a certain amount of money to the partnership.
Dona Raymunda retired from the partnership on November 1885.
The partnership subsequently went into liquidation (it does not
appear that the liquidation has been terminated when this action
was brought).
On January 1894, D. Mariano Buenaventura died, his estate
passing by will to his children, including D. Vicente
Buenaventura. In 1898, D. Vicente Buenaventura executed a
public instrument in which for a valuable consideration he assigns
to D. Jose Gervasio Garcia . . . a 25 per cent share in all that
may be obtained by whatever right in whatever form from the
liquidation of the partnership of Chuidian, Buenaventura & Co., in
the part pertaining to him in said partnership.
A subsequent assignment was made by Garcia in favor of Jose
Machuca (now plaintiff), which has been notified to the liquidator
of the partnership. The liquidator, however, declined to record in
the books of the partnership Machucas claim under the assignment
as a credit due to him. Hence, Machuca filed an action to compel
such record to be made, and he further asks that he be adjudicated
to be a creditor of the partnership in an amount equal to 25% of D.
Vicente Buenaventuras share (that he be immediately given the
25% share).
ISSUE: WON Machuca is entitled to 25% of D. Vicente
Buenaventuras share in the partnership NO
HELD: According to clause 19 of the partnership agreement: "upon
the dissolution of the company, the pending obligations in favor of
outside parties should be satisfied, the funds of the minors Jose and
Francisco Chuidian should be taken out, and afterwards the
resulting balance of the account-current of each one of those who
had put in money should be paid."
Our construction of this clause is that it establishes a a basis for the
final adjustment of the affairs of the partnership; that that basis is
that the liabilities to noncompartners are to be first discharged; that
the claims of the Chuidian minors are to be next satisfied; and that
what is due to the respective partners on account of their advances
to the firm is to be paid last of all, leaving the ultimate residue, of
course, if there be any, to be distributed, among the partners in the
proportions in which they may be entitled thereto.
Hence, it follows that D. Vicente Buenaventura, whose rights are
those of his father, is in no case entitled to receive any part of the
assets until the creditors, who are nonpartners, and the Chuidian
minors are paid. Whatever rights he had, he could only transfer
subject to this condition. It is clear, from the language of the
instrument under which plaintiff claims, that this conditional
interest was all that Vicente ever intended to transfer.
14. FUE LEUNG V. IAC
15. SISON V. MCQUAID
Principle: Liquidation shall happen before a partner may claim his
share of profit from the partnership.
Facts:
Plaintiff brought an action in the CFI against defendant. Defendant
borrowed from him money (P 2,210) to enable her to pay her
obligations and to add to her capital in her lumber business. She
could not pay so she proposed to take plaintiff as a partner in her
business, plaintiff to contribute the P 2,210 due him from
defendant.
Before the last World War, the partnership sold 230,000-board ft.
of lumbe rto the US Army for P 13,800.00. Defendant refused to
deliver of it (P 6,900.00) to plaintiff despite his repeated
demands. Plaintiff filed an action to compel defendant to pay him
his half of the profit from the partnership.
The case was dismissed upon the ground of prescription.
Issue: Whether or not plaintiff is entitled to the sum he claims
Held:NO. Order of dismissal was affirmed, but on the ground that
the complaint states no cause of action.
Ratio: It is not clear from the complaint just when the cause of
action accrued. Thus the dismissal of the case is erroneous.
However order should be retained on the ground that the complaint
has no cause of action. Plaintiff seeks to recover from defendant
one-half of the purchase price of lumber sold by the partnership to
the United States Army. But his complaint does not show why he
should be entitled to the sum he claims. It does not allege that there
has been a liquidation of the partnership business and the said sum
has been found to be due him as his share of the profits. The
proceeds from the sale of a certain amount of lumber cannot be
considered profits until costs and expenses have been deducted.
Moreover, the profits of the business cannot be determined by
taking into account the result of one particular transaction instead
of all the transactions had. Hence, the need for a general liquidation
before a member of a partnership may claim a specific sum as his
share of the profits.
16. ORNUM V. LASALA
1. In 1908 Pedro Lasala, father of the respondents, andEmerenciano
Ornum formed a partnership
2. Lasala as capitalist while Ornum will be the industrial partner
3. Lasala delivered the sum of P1,000 to Ornum who will conducta
business at his place of residence in Romblon.
4. In 1912, when the assets of the partnership consisted
ofoutstanding accounts and old stock of merchandise,Emerenciano
Ornum, following the wishes of his wife, asked forthe dissolution of
the Lasala, Emerenciano
5. Ornum looked for some one who could take his place and
hesuggested the names of the petitioners who accordinglybecame
the new partners.
6. Upon joining the business, the petitioners, contributed
P505.54as their capital
7. the new partnership Pedro Lasala had a capital of
P1,000,appraised value of the assets of the former partnership,
plusthe said P505.54 invested by the petitioners who, as
industrialpartners, were to run the business in Romblon.
8. After the death of Pedro Lasala, his children (the
respondents)succeeded to all his rights and interest in the
partnership
.9. The partners never knew each other personally
.10. No formal partnership agreement was ever executed.
11. The petitioners, as managing partners, were receivedone-half of
the net gains, and the other half was to be dividedbetween them
and the Lasala group in proportion to the capitalput in by each
group.
12. During the course divided, but the partners were given
theelection, as evidenced by the statements of accounts referredto
in the decision of the Court of Appeals, to invest theirrespective
shares in such profits as additional capital.
13. The petitioners accordingly let a greater part of theirprofits as
additional investment in the partnership.
14. After twenty years the business had grown to such anextent that
is total value, including profits, amounted toP44,618.67.
15. Statements of accounts were periodically prepared by
thepetitioners and sent to the respondents who invariably did
notmake any objection thereto.
16. Before the last statement of accounts was made, therespondents
had received P5,387.29 by way of profits.
17. The last and final statement of accounts, dated May 27,1932,
and prepared by the petitioners after the respondentshad
announced their desire to dissolve the partnership,
18. Pursuant to the request contained in this letter, thepetitioners
remitted and paid to the respondents the totalamount
corresponding to them under the above-quotedstatement of
accounts which, however, was not signed by thelatter.
19. Thereafter the complaint in this case was filed by
therespondents, praying for an accounting and final liquidation
ofthe assets of the partnership.
20. The Court of First Instance of Manila held that the lastand final
statement of accounts prepared by the petitioners wastacitly
approved and accepted by the respondents who, byvirtue of the
above-quoted letter of Father Mariano Lasala, losttheir right to a
further accounting from the moment theyreceived and accepted
their shares as itemized in saidstatement
.21. This judgment was reversed by the Court of Appealsprincipally
on the ground that as the final statement of accountsremains
unsigned by the respondents, the same standsdisapproved.
22. The decision appealed by the petitioners
ISSUES:(1) WoN the accounting stated in the letter including the
last andfinal statement of account was tacitly accepted by the
petitioners as the final liquidation and accounting of the assets of
the partnership?(2) Are there really mistakes and
misrepresentations made in the statement of accounts made?
Petitioners contention:
To support a plea of a stated account so as t oconclude the parties in
relation to all dealings between them, the accounting must be
shown to have been final. (1 Cyc. 366.) All the first nine statements
which the defendants sent the plaintiffs werepartial settlements,
while the last, although intended to be final, has not been signed.
HELD FOR ISSUE NO. 1: YES. SC stated that the last and final
statement of accounts hereinabove quoted, had been approved
bythe respondents.
This approval resulted, by virtue of the letter of Father
MarianoLasala of July 19, 1932, quoted in part in the appealed
decisionfrom the failure of the respondents to object to the
statementand from their promise to sign the same as soon as
theyreceived their shares as shown in said statement.

After such shares had been paid by the petitioners andaccepted by

the respondents without any reservation, theapproval of the
statement of accounts was virtually confirmedand its signing
thereby became a mere formality to be compliedwith by the
respondents exclusively. Their refusal to sign, afterreceiving their
shares, amounted to a waiver to that formality infavor of the
petitioners who has already performed theirobligation.

This approval precludes any right on the part of therespondents to a

further liquidation, unless the latter can showthat there was fraud,
deceit, error or mistake in said approval.(Pastor ,vs .Nicasio, 6 Phil.,
152; Aldecoa & Co.,vs. Warner, Barnes & Co., 16 Phil., 423;
Gonsalez vs. Harty, 32 Phil. 328.)The Court of Appeals did not
make any findings that there wasfraud, and on the matter of error
or mistake it merely said

HELD FOR ISSUE NO. 2: the pronouncement that the

evidencetends to prove that there were mistakes in the petitioners'
statementsof accounts, without specifying the mistakes, merely
intimates assuspicion and is not such a positive and unmistakable
finding of factas to justify a revision, especially because the Court of
Appeals hasrelied on the bare allegations of the parties, Moreover,
as thepetitioners did not appeal from the decision of the Court
abandonedsuch allegation in the Court of Appeals. no justifiable
reason (fraud, deceit, error or mistake) has beenpositively and
unmistakably found by the Court of Appeals soas to warrant the
liquidations sought by the respondents. In justice to the petitioners.
It should be borne in mind that this case has been pending
fornearly nine years and that, if another accounting is ordered,
acostly action or proceeding may arise which may not bedisposed of
within a similar period, it is not improbable that theintended relief
may in fact be the respondents' funeral.