PANG LIM VS LO SENG
Facts:
Lo Seng and Pang Lim were partners in the business
of running a distillery, known as "El Progreso
The land on which said distillery is located was to the
firm of Lo Seng and Co. for the term of three years.
Upon the expiration of this lease a new written
contract, in the making of which Lo Yao was
represented by one Lo Shui as attorney in fact,
became effective whereby the lease was extended for
fifteen years.
Pang Lim sold all his interest in the distillery to his
partner Lo Seng, thus placing the latter in the position
of sole owner
Lo Shui, again acting as attorney in fact of Lo Yao,
executed and acknowledged before a notary public a
deed purporting to convey to Pang Lim and another
Chinaman named Benito Galvez, the entire distillery
plant. But this document was never recorded in the
registry of property.
Thereafter, Pang Lim and Benito Galvez demanded
possession from Lo Seng, but the latter refused to
yield; and the present action of unlawful detainer was
thereupon initiated by Pang Lim and Benito Galvez in
the court of the justice of the peace of Paombong to
recover possession of the premises.
Plaintiff Pang Lim has occupied a double role in the
transactions which gave rise to this litigation, namely,
first, as one of the lessees; and secondly, as one of
the
purchasers now seeking to terminate the lease. These
two positions are essentially antagonistic and
incompatible. Every competent person is by law bond
to maintain in all good faith the integrity of his own
obligations; and no less certainly is he bound to
respect the rights of any person whom he has placed
in his own shoes as regards any contract previously
entered into by himself.
Issue:
WON
Pang Lim, having been a participant in the
contract of lease now in question, is in a position to
terminate
it: and this is a fatal obstacle to the maintenance of
the action of
unlawful detainer by him.
Held: NO.
While yet a partner in the firm of Lo Seng and Co.,
Pang Lim participated in the creation of this lease, and
when he
sold out his interest in that firm to Lo Seng this
operated as a
transfer to Lo Seng of Pang Lim's interest in the firm
assets,
including the lease; and Pang Lim cannot now be
permitted, in
the guise of a purchaser of the estate, to destroy an
interest
derived from himself, and for which he has received
full value.
Ratio:
The bad faith of the plaintiffs in seeking to deprive the
defendant of this lease is strikingly revealed in the
circumstance that prior to the acquisition of this
property Pang Lim had been partner with Lo Seng
and Benito Galvez an employee. Both therefore had
been in relations of confidence with Lo Seng and in
that position had acquired knowledge of the
possibilities of the property and possibly an
experience which would have enabled them, in case
they had acquired possession, to exploit the distillery
with profit.
it would be shocking to the moral sense if the
condition of the law were found to be such that Pang
Lim, after profiting by the sale of his interest in a
business, worthless without the lease, could intervene
as purchaser of the property and confiscate for his
own benefit the property which he had sold for a
valuable consideration to Lo Seng.
Above all other persons in business relations,
partners are required to exhibit towards each other
the highest degree of good faith. In fact the relation
between partners is essentially fiduciary, each being
considered in law, as he is in fact, the confidential
agent of the other.
If one partner obtains in his own name and for his
own benefit the renewal of a lease on property used
by the firm, to commence at a date subsequent to the
expiration of the firm's lease, the partner obtaining
the renewal is held to be a constructive trustee of the
firm as to such lease.
as Lo Seng is vested with the possessory right as
against Pang Lim, he cannot be ousted either by Pang
Lim or Benito Galvez. Having lawful possession as
against one cotenant, he is entitled to retain it against
both
TAI TONG CHUACHE & CO v. INSURANCE
COMMISSION and TRAVELLERS
MULTI-INDEMNITY CORPORATION
February 29, 1988
FACTS
- Complainants Palomo acquired a parcel of land and a
building located in Davao City.
They assumed the mortgage of the building in favor of
SSS, which building was insured
with respondent SSS Accredited Group of Insurers for
P25K.
- On April 19, 1975, Azucena Palomo obtained a P100K
loan from Tai Tong Chuache
Inc. (TTCC) and executed a mortgage over the land
and the building in favor of Tai
Tong Chuache & Co. as security of payment. On April
25, 1975, Arsenio Chua,
representative of TTCC insured the latter's interest
with Travellers Multi-Indemnity
Corporation (Travellers) for P100K (P70K for bldg and
P30K for the contents thereof)
- On June 11, 1975, Pedro Palomo secured a Fire
Insurance Policy, covering the
building for P50K with respondent Zenith Insurance
Corporation (ZIC). Another Fire
Insurance Policy was later procured from respondent
Philippine British Assurance
Company (PBAC), covering the same building for P50K
and contents thereof for P70K.
On July 31, 1975, the building and the contents were
totally razed by fire.
- Based on the computation of the loss, including the
Travellers, respondents, ZIC,
PBAC, and SSS paid their corresponding shares of the
loss. Complainants were paid
the following: P41,546.79 by PBAC, P11,877.14 by
ZIC, and P5,936.57 by SSS.
Demand was made from respondent Travellers for its
share in the loss but was refused.
Hence, complainants demanded from the other 3
respondents the balance of each
share in the loss based on the computation excluding
Travellers Multi-Indemnity in the
amount of P30,894.31 (P5,732.79-ZIC: P22,294.62,
PBAC: and P2,866.90, SSS) but
was refused, hence, this action.
ISSUE:
WON petitioner Tai Tong has insurable interest in the
said policy. YES.
RATIO:
- First, respondent insurance commission based its
findings on mere inference.
Respondent Insurance Commission absolved
respondent insurance company from
liability on the basis of the certification issued by the
then CFI, that in a certain civil
action against the Palomos, Arsenio Lopez Chua stands
as the complainant and not Tai
Tong Chuache. From said evidence respondent
commission inferred that the credit
extended by herein petitioner to the Palomos secured
by the insured property must
have been paid. Such is a glaring error which this
Court cannot sanction.
- Second, it has been held in a long line of cases that
when the creditor is in possession
of the document of credit, he need not prove non-
payment for it is presumed. The
validity of the insurance policy taken by petitioner was
not assailed by private
respondent. Moreover, petitioner's claim that the loan
extended to the Palomos has not
yet been paid was corroborated by Azucena Palomo
who testified that they are still
indebted to herein petitioner. So at the time of the
fire, petitioner as mortgagee still had
insurable interest therein.
- And third, petitioner's declaration that Arsenio Lopez
Chua acts as the managing
partner of the partnership was corroborated by
respondent insurance company. Thus
Chua as the managing partner of the partnership may
execute all acts of administration
including the right to sue debtors of the partnership in
case of their failure to pay their
obligations when it became due and demandable. Or
at the least, Chua being a partner
of petitioner Tai Tong Chuache & Company is an agent
of the partnership. Being an
agent, it is understood that he acted for and in behalf
of the firm.
Disposition:
Appealed decision SET ASIDE and ANOTHER
judgment is rendered
order private respondent Travellers to pay petitioner
the face value of Fire Insurance
Policy in the amount of P100K. Costs against said
private respondent.
JOSEFINA P. REALUBIT vs. PROSENCIO D. JASO
and EDENG JASO
G.R. No. 178782 September 21, 2011
FACTS
Petitioner Josefina Realubit entered into a Joint
Venture Agreement with Francis Eric Amaury Biondo, a
French national, for the operation of an ice
manufacturing business. With Josefina as the industrial
partner and Biondo as the capitalist partner, the
parties agreed that they would each receive 40% of
the net profit, with the remaining 20% to be used for
the payment of the ice making machine which was
purchased for the business. For and in consideration of
the sum of P500,000.00, however, Biondo
subsequently executed a Deed of Assignment
transferring all his rights and interests in the business
in favor of respondent Eden Jaso, the wife of
respondent Prosencio Jaso. With Biondos eventual
departure from the country, the Spouses Jaso caused
their lawyer to send Josefina a letter apprising her of
their acquisition of said Frenchmans share in the
business and formally demanding an accounting and
inventory thereof as well as the remittance of their
portion of its profits.
Faulting Josefina with unjustified failure to heed their
demand, the Spouses Jaso commenced the instant suit
for specific performance, accounting, examination,
audit and inventory of assets and properties,
dissolution of the joint venture, appointment of a
receiver and damages. The said complaint alleged that
the Spouses Realubit had no gainful occupation or
business prior to their joint venture with Biondo and
that aside from appropriating for themselves the
income of the business, they have fraudulently
concealed the funds and assets thereof thru their
relatives, associates or dummies. The Spouses
Realubit claimed that they have been engaged in the
tube ice trading business under a single proprietorship
even before their dealings with Biondo.
The RTC rendered its Decision discounting the
existence of sufficient evidence from which the
income, assets and the supposed dissolution of the
joint venture can be adequately reckoned. Upon the
finding, however, that the Spouses Jaso had been
nevertheless subrogated to Biondos rights in the
business in view of their valid acquisition of the latters
share as capitalist partner. On appeal before the CA,
the foregoing decision was set aside
upon the following findings that the Spouses Jaso
validly acquired Biondos share in the business which
had been transferred to and continued its operations
and not dissolved as claimed by the Spouses Realubit.
ISSUES
1. Whether there was a valid assignment or rights
to the joint venture
2. Whether the joint venture is a contract of
partnership
3. Whether Jaso acquired the title of being a
partner based on the Deed of Assignment
RULING
1. Yes. As a public document, the Deed of
Assignment Biondo executed in favor of Eden not only
enjoys a presumption of regularity but is also
considered prima facie evidence of the facts therein
stated. A party assailing the authenticity and due
execution of a notarized document is, consequently,
required to present evidence that is clear, convincing
and more than merely preponderant. In view of the
Spouses Realubits failure to discharge this onus, we
find that both the RTC and the CA correctly upheld the
authenticity and validity of said Deed of
Assignment upon the combined strength of the above-
discussed disputable presumptions and the testimonies
elicited from Eden and Notary Public Rolando Diaz.
2. Yes. Generally understood to mean an
organization formed for some temporary purpose, a
joint venture is likened to a particular partnership or
one which has for its object determinate things, their
use or fruits, or a specific undertaking, or the exercise
of a profession or vocation. The rule is settled that
joint ventures are governed by the law on
partnerships which are, in turn, based on mutual
agency or delectus personae.
3. No. It is evident that the transfer by a partner
of his partnership interest does not make the assignee
of such interest a partner of the firm, nor entitle the
assignee to interfere in the management of the
partnership business or to receive anything except the
assignees profits. The assignment does not purport to
transfer an interest in the partnership, but only a
future contingent right to a portion of the ultimate
residue as the assignor may become entitled to receive
by virtue of his proportionate interest in the
capital. Since a partners interest in the partnership
includes his share in the profits, we find that the CA
committed no reversible error in ruling that the
Spouses Jaso are entitled to Biondos share in the
profits, despite Juanitas lack of consent to the
assignment of said Frenchmans interest in the joint
venture. Although Eden did not, moreover, become a
partner as a consequence of the assignment and/or
acquire the right to require an accounting of the
partnership business, the CA correctly granted her
prayer for dissolution of the joint venture conformably
with the right granted to the purchaser of a partners
interest under Article 1831 of the Civil Code.