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AGENCY CASE DIGESTS by the partners that the balance would be paid upon securing additional
1. Yu v. NLRC, 224 SCRA 75, G.R. No. 97212, June 30, 1993
Yu v. NLRC GR No. 97212, June 30, 1993
Facts:
Benjamin Yu used to be the Assistant General Manager of Jade Mountain, a
partnership engaged in marble quarrying and export business. The majority of
the founding partners sold their interests in said partnership to Willy Co and
Emmanuel Zapanta without Yu’s knowledge. Said new partnership continued
operating under the same name and continued the business’s operations.
However, it transferred its main office from Makati to Mandaluyong. Said new
partnership did not anymore availed of the services of Yu. Thus, he filed a
complaint for illegal dismissal, recovery of unpaid wages and damages.
Ruling:
The legal effect of the changes in the membership of the partnership was the
dissolution of the old partnership which had hired Yu in 1984 and the emergence
of a new firm composed of Willy Co and Emmanuel Zapanta in 1987. The new
partnership simply took over the business enterprise owned by the preceeding
partnership, and continued using the old name of Jade Mountain Products
Company Limited, without winding up the business affairs of the old partnership,
paying off its debts, liquidating and distributing its net assets, and then re-
assembling the said assets or most of them and opening a new business
enterprise. Not only the retiring partners but also the new partnership itself which
continued the business of the old, dissolved, one, are liable for the debts of the
preceding partnership.
FACTS:
Petitioner Yu was hired as the Assistant General Manager of Jade Mountain
Products Company Limited primarily responsible for the overall operations of
marble quarrying and export business of said partnership. He was hired by a
virtue of a Partnership Resolution in 1985 with a monthly salary of P4,000.00.
Initially he received only half of his stipulated monthly salary and was promised
operating funds from abroad. However, in 1988 without his knowledge the
general partners as well as one of the limited partners sold and transferred their
interest to Willy Co and Emmanuel Zapanta. Thus the new major partners
decided to transfer the firm’s main office but opted to continue the operation of
the old partnership under its old firm name and with all its employees and
workers except for the petitioner. Upon knowing of the changes in the
partnership, petitioner went to the new main office to meet the new partners and
demand the payment of his unpaid salaries, but the latter refused to pay him and
instead informed him that since he bought the business from the original
partners, it was for him to decide whether or not he was responsible for the
obligations of the old partnership including petitioners unpaid salaries. Hence,
petitioner was dismissed from said partnership.
ISSUES:
1. Whether the partnership which had hired the petitioner as Asst. General
Manager had been extinguished and replaced by a new partnership
composed of Willy Co and Emmanuel Zapanta.
2. Whether petitioner could assert his rights under his employment contract
as against the new partnership
HELD:
1. Yes. The legal effect of the changes in the membership of the
partnership was the dissolution of the old partnership which had hired
the petitioner in 1984 and the emergence of the new firm composed of
Willy Co and Emmanuel Zapanta in 1988. This is based on the following
provisions:
Art. 1828. The dissolution of partnership is the change in the relation of the
partners caused by any partner ceasing to be associated in the carrying on as a
distinguished from the winding up of the business.
Art. 1830. Dissolution is caused:
1. without violation of the agreement between the partners;
b. by the express will of any partner, who must act in good faith, when no
definite term or particular undertaking is specified.
2. in contravention of the agreement between the partners, where the
circumstances do not permit a dissolution under any other provision
of this article, by the express will of any partner at any time;
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However, the legal consequence of dissolution of a partnership do not
automatically result in the termination of the legal personality of the old
partnership as according to Art. 1829, “ on dissolution of the partnership is not
terminated, but continues until the winding up of the partnership affairs is
completed. The new partnership simply continued the operations of the old
partnership under its old firm name without winding up the business affairs of the
old partnership.
2. Yes. Under Art. 1840, creditors of the old partnership are also creditors
of the new partnership which continued the business of former without
liquidation of the partnership affairs. Thus, creditor of the old Jade
Mountain, such as the petitioner is entitled to enforce his claim for
unpaid salaries, as well as other claims relating to his employment with
the old partnership against the new Jade Mountain.
2. Guy v. Gacott, G.R. No. 206147, January 13, 2016
Gacott secured a favorable judgment against QSC in a complaint for damages
before RTC Puerto Princesa. During execution, he learned that QSC was not a
corporation but a general partnership with Mr. Guy as a partner and its general
manager. The sheriff then attached Guy's vehicle by virtue of a Notice of
Attachment/Levy upon Personalty.
The SC held that a partner must be separately and distinctly impleaded before he
can be bound by a judgment. It is non sequitur that a suit against a partnership is
necessarily a suit impleading each and every partner. A partnership has a
separate legal personality from the partners. Art. 1816, NCC states that the
partners' obligation with respect to partnership liabilities is subsidiary in nature.
They shall only be liable with their property after the partnership assets have
been exhausted.
Since Guy was not the judgment debtor in the case before the RTC, his levied
vehicle was released. [Guy v. Gacott, 2016]
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TITLE OF THE CASE: MICHAEL C. GUY, Petitioner, vs. ATTY. GLENN C.
GACOTT, Respondent.
G.R. No. 206147
DATE OF PROMULGATION: (January 13, 2016)
PONENTE: Mendoza
NATURE OF THE CASE: Petition for Review on Certiorari under Rule 45
CASE BRIEF: Before this Court is a petition for review on certiorari under Rule
45 of the Rules of Court filed by petitioner Michael C. Guy (Guy), assailing the
June 25, 2012 Decision1 and the March 5, 2013 Resolution of the Court of
Appeals (CA) in CA-G.R. CV No. 94816, which affirmed the June 28, 2009 and
February 19, 2010 Orders of the Regional Trial Court, Branch 52, Puerto
Princesa City, Palawan (RTC), in Civil Case No. 3108, a case for damages. The
assailed RTC orders denied Guy's Motion to Lift Attachment Upon Personalty on
the ground that he was not a judgment debtor.
ACTIONS IN THE LOWER COURTS:
SC: Reversed and set aside
CA: Affirmed the RTC’s denial of the order
RTC: Denied Guy's Motion to Lift Attachment Upon Personalty
DOCTRINE LAID DOWN (if any):
1. Notice to any partner operates as notice to or knowledge to the
partnership only. Evidently, it does not provide for the reverse situation, or
that notice to the partnership is notice to the partners.
2. With regard to partnerships, ordinarily, the liability of the partners is not
solidary.
XPNs: Only in exceptional circumstances shall the partners’ liability be
solidary in nature. Articles 1822, 1823 and 1824 of the Civil Code provide
for these exceptional conditions. It is the act of a partner which caused
loss or injury to a third person that makes all other partners solidarily liable
with the partnership
FACTS:
Gacott purchased two (2) brand new transreceivers from Quantech Systems
Corp (QSC) through its employee Rey Medestomas. Due to major defects,
Gacott returned the items to QSC and requested for replacement. However,
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despite several demands, Gacott was never given a replacement or a refund.
Thus, Gacott filed a complaint for damages. Summons was served upon QSC
and Medestomas, afterwhich they filed their Answer.
RTC’s decision ordered the defendants to jointly and severally pay plaintiff. The
decision became final as QSC and Medestomas did not interpose an appeal.
Gacott then secured a Writ of Execution. During the execution stage, Gacott
learned that QSC was not a corporation, but was in fact a general partnership. In
the articles of partnership, Guy was appointed as General Manager of QSC. The
sheriff attached Guy’s vehicle. Guy filed his Motion to Lift Attachment Upon
Personalty, arguing that he was not a judgment debtor and, therefore, his vehicle
could not be attached. On June 28, 2009, the RTC issued an order denying
Guy’s motion and his subsequent motion for reconsideration. RTC’s ratio: All
partners are liable solidarily with the partnership for everything chargeable to the
partnership under Article 1822 and 1823. Guy to seek relief before the CA. The
CA dismissed Guy’s appeal for the same reasons given by the trial court. Guy
filed a motion for reconsideration but it was denied by the CA.
Guy arguments:
1. That jurisdiction over the person of the partnership (QSC) was not
acquired because the summons was never served upon it or through
any of its authorized officer;
2. Article 1816 of the Civil Code which states that the liability of the
partners to the partnership is merely joint and subsidiary in nature. And
he is not solidarily liable with the partnership because the solidary
liability of the partners under Articles 1822, 1823 and 1824 of the Civil
Code only applies when it stemmed from the act of a partner. In this
case, the alleged lapses were not attributable to any of the partners.
ISSUE 1a: WON the service of summons to QSC was flawed.
HELD: YES, however, voluntary appearance cured the defect.
SC RATIO:
Under Section 11, Rule 14 of the 1997 Revised Rules of Civil
Procedure, when the defendant is a corporation, partnership or
association organized under the laws of the Philippines with a
juridical personality, the service of summons may be made on
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the president, managing partner, general manager, corporate
secretary, treasurer, or in-house counsel.
Jurisprudence is replete with pronouncements that such
provision provides an exclusive enumeration of the persons
authorized to receive summons for juridical entities.
In this case, QSC was not served with the summons through
any of the enumerated authorized persons to receive such,
namely: president, managing partner, general manager,
corporate secretary, treasurer or in-house counsel. Service of
summons upon persons other than those officers
enumerated in Section 11 is invalid. Even substantial
compliance is not sufficient service of summons. Nevertheless,
while proper service of summons is necessary to vest the court
jurisdiction over the defendant, the same is merely procedural in
nature and the lack of or defect in the service of summons may
be cured by the defendant’s subsequent voluntary submission
to the court’s jurisdiction through his filing a responsive pleading
such as an answer. In this case, it is not disputed that QSC filed
its Answer despite the defective summons. Thus, jurisdiction
over its person was acquired through voluntary appearance.
ISSUE 1b: WON whether the trial court’s jurisdiction over QSC extended to the
person of Guy insofar as holding him solidarily liable with the partnership.
HELD: NO.
SC RATIO:
Although a partnership is based on delectus personae or mutual agency,
whereby any partner can generally represent the partnership in its
business affairs, it is non sequitur that a suit against the partnership is
necessarily a suit impleading each and every partner. It must be
remembered that a partnership is a juridical entity that has a distinct and
separate personality from the persons composing it.
A decision rendered on a complaint in a civil action or proceeding does
not bind or prejudice a person not impleaded therein, for no person shall
be adversely affected by the outcome of a civil action or proceeding in
which he is not a party.
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Here, Guy was never made a party to the case. He did not have any
participation in the entire proceeding until his vehicle was levied upon
and he suddenly became QSC’s “co-defendant debtor” during the
judgment execution stage. It is a basic principle of law that money
judgments are enforceable only against the property incontrovertibly
belonging to the judgment debtor.
ISSUE 2a:
WON a partners’ liability is subsidiary and generally joint and WON
immediate levy upon the property of a partner can be made.
HELD.
NO partner’s liability is not subsidiary and generally joint and the
partner’s property cannot be immediately levied.
SC RATIO:
Article 1816. All partners, including industrial ones, shall be liable pro
rata with all their property and after all the partnership assets have
been exhausted, for the contracts which may be entered into in the
name and for the account of the partnership, under its signature and by
a person authorized to act for the partnership. However, any partner
may enter into a separate obligation to perform a partnership contract.
This provision clearly states that, first, the partners’ obligation with
respect to the partnership liabilities is subsidiary in nature. To say that
one’s liability is subsidiary means that it merely becomes secondary and
only arises if the one primarily liable fails to sufficiently satisfy the
obligation.
In this case, Guy’s liability would only arise after the properties of QSC
would have been exhausted. The records, however, miserably failed to
show that the partnership’s properties were exhausted. Clearly, no
genuine efforts were made to locate the properties of QSC that could
have been attached to satisfy the judgment − contrary to the clear
mandate of Article 1816.
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Second, Article 1816 provides that the partners’ obligation to third
persons with respect to the partnership liability is pro rata or joint.
Liability is joint when a debtor is liable only for the payment of only a
proportionate part of the debt. In contrast, a solidary liability makes a
debtor liable for the payment of the entire debt. In the same vein, Article
1207 does not presume solidary liability unless: 1) the obligation
expressly so states; or 2) the law or nature requires solidarity. With
regard to partnerships, ordinarily, the liability of the partners is not
solidary. The joint liability of the partners is a defense that can be raised
by a partner impleaded in a complaint against the partnership.
In other words, only in exceptional circumstances shall the partners’
liability be solidary in nature. Articles 1822, 1823 and 1824 of the Civil
Code provide for these exceptional conditions, to wit:
Article 1822. Where, by any wrongful act or omission of any
partner acting in the ordinary course of the business of the
partnership or with the authority of his co-partners, loss or injury
is caused to any person, not being a partner in the partnership,
or any penalty is incurred, the partnership is liable therefor to
the same extent as the partner so acting or omitting to act.
Article 1823. The partnership is bound to make good the loss:
(1) Where one partner acting within the scope of his
apparent authority receives money or property of a third
person and misapplies it; and
(2) Where the partnership in the course of its business
receives money or property of a third person and the
money or property so received is misapplied by any
partner while it is in the custody of the partnership.
Article 1824. All partners are liable solidarily with the
partnership for everything chargeable to the partnership under
Articles 1822 and 1823.
In essence, these provisions articulate that it is the act of a
partner which caused loss or injury to a third person that makes all other
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partners solidarily liable with the partnership because of the words "any
wrongful act or omission of any partner acting in the ordinary course of
the business," "one partner acting within the scope of his apparent
authority" and "misapplied by any partner while it is in the custody of the
partnership." The obligation is solidary because the law protects the third
person, who in good faith relied upon the authority of a partner, whether
such authority is real or apparent.40
In the case at bench, it was not shown that Guy or the other partners did
a wrongful act or misapplied the money or property he or the partnership
received from Gacott. A third person who transacted with said
partnership can hold the partners solidarily liable for the whole
obligation if the case of the third person falls under Articles 1822 or
1823.41 Gacott’s claim stemmed from the alleged defective
transreceivers he bought from QSC, through the latter's employee,
Medestomas. It was for a breach of warranty in a contractual obligation
entered into in the name and for the account of QSC, not due to the acts
of any of the partners. For said reason, it is the general rule under Article
1816 that governs the joint liability of such breach, and not the
exceptions under Articles 1822 to 1824. Thus, it was improper to hold
Guy solidarily liable for the obligation of the partnership.
ISSUE 2b:
WON it is necessary to implead a partner in order to be bound by the
partnership liability.
HELD: YES. It is necessary to implead a partner.
SC RATIO:
Under Article 1821, notice to any partner of any matter relating to
partnership affairs, and the knowledge of the partner acting in the
particular matter, acquired while a partner or then present to his mind,
and the knowledge of any other partner who reasonably could and
should have communicated it to the acting partner, operate as notice to
or knowledge of the partnership, except in the case of fraud on the
partnership, committed by or with the consent of that partner.
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A careful reading of the provision shows that notice to any partner
operates as notice to or knowledge to the partnership only.
Evidently, it does not provide for the reverse situation, or that notice to
the partnership is notice to the partners.
SUPREME COURT RULING: WHEREFORE, the petition is GRANTED. The
June 25, 2012 Decision and the March 5, 2013 Resolution of the Court of
Appeals in CA-G.R. CV No. 94816 are hereby REVERSED and SET
ASIDE. Accordingly, the Regional Trial Court, Branch 52, Puerto Princesa City,
is ORDERED TO RELEASE Michael C. Guy's Suzuki Grand Vitara subject of the
Notice of Levy/ Attachment upon Personalty.
3. Soncuya v. De Luna, 67 Phil 172, G.R. No. L-45464, April 28, 1939
Soncuya v. de Luna G.R. No. L-45464, April 28, 1939, Villa-Real, J.
Facts:
Petitioner filed a complaint against respondent for damages as a result of the
fraudulent administration of the partnership, “Centro Escolar de Senoritas” of
which petitioner and the deceased Avelino Librada were members. For the
purpose of adjudicating to plaintiff damages which he alleges to have suffered as
a partner, it is necessary that a liquidation of the business be made that the end
profits and losses maybe known and the causes of the latter and the
responsibility of the defendant as well as the damages in which each partner may
have suffered, maybe determined.
Issue: Whether the petitioner is entitled to damages.
Ruling:
According to the Supreme Court the complaint is not sufficient to constitute a
cause of action on the part of the plaintiff as member of the partnership to collect
damages from defendant as managing partner thereof, without previous
liquidation. Thus, for a partner to be able to claim from another partner who
manages the general co-partnership, allegedly suffered by him by reason of the
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fraudulent administration of the latter, a previous liquidation of said partnership is
necessary.
SONCUYA v. DE LUNA Villareal, J. (1939)
FACTS:
- Josue SONCUYA, Carmen DE LUNA and Librado Avelino were partners
in the business called "Centro Escolar de Señoritas." DELUNA was its
managing partner
- Claiming fraudulent administration of the partnership, SONCUYA filed
with the CFI Manila an amended complaint against DE LUNA in her own
name and as administratrix of the estate of the deceased partner
Avelino, in which he prayed that DE LUNA be sentenced to pay him the
sum of P700,432 as damages and costs
- DE LUNA interposed a demurrer based on the following grounds:(1) no
cause of action; and (2) that the complaint is ambiguous, unintelligible
and vague
- CFI sustained DE LUNA’s demurrer and ordered SONCUYA to amend
his amended complaint. SONCUYA refused, thus, DE LUNA filed a
motion to dismiss which the CFI granted. From this order of
dismissal, SONCUYA filed this appeal
ISSUE:
Whether or not SONCUYA’s amended complaint states a cause of action
HELD:
NO, it does not state a cause of action. The order of dismissal is AFFIRMED.
RATIO:
- For the purpose of adjudicating SONCUYA’s claim to damages which he
alleges to have suffered as a partner by reason of the supposed
fraudulent management of the partnership by DELUNA, it is first
necessary that a liquidation of the business thereof be made so that the
profits and losses may be known and the liabilities of DE LUNA as well
as the damages which each partner may have suffered, may be
determined
- It is not alleged in the complaint that such liquidation has been effected
nor is it prayed that it be made. Consequently, there is no reason or
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cause for SONCUYA to institute the action for damages which he claims
from the managing partner DE LUNA
For a partner to be able to claim from another partner who
manages the general co-partnership, damages allegedly suffered
by him by reason of the fraudulent administration of the latter, a
previous liquidation of said partnership is necessary
4. Magdusa v. Albaran, 5 SCRA 511, G.R. No. L-17526, June 30, 1962
FACTS:
Appellant and appellees, together with various other persons, had verbally
formed a partnership de facto forthe sale of general merchandise in Surigao, to
which appellant contributed P2,000 as capital, and the others contributed their
labor, under the condition that out of the net profits of the business 25% would be
added to the original capital, and the remaining 75% would be divided among the
members in proportion to the length of service of each.
The appellees expressed their desire to withdraw from the partnership, and
appellant thereupon made a computation (exhibit C) to determine the value of the
partners' shares to that date.
Appellees thereafter made demands upon appellant for payment, but appellant
having refused, they filed the initial complaint in the court.
ISSUE:
The main argument of appellant is that the appellees' action cannot be
entertained, because in the distribution of all or part of a partnership's assets, all
the partners have no interest and are indispensable parties without whose
intervention no decree of distribution can be validly entered.
Held:
A partner's share cannot be returned without first dissolving and liquidating the
partnership (Po Yeng Cheo vs. Lim Ka Yam, 44 Phil. 177), for the return is
dependent on the discharge of the creditors, whose claims enjoy preference
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over those of the partners; and it is self-evident that all members of the
partnership are interested in his assets and business, and are entitled to be
heard in the matter of the firm's liquidation and the distribution of its property. The
liquidation (exhibit C) is not signed by the other members of the partnership
besides appellees and appellant; it does not appear that they have approved,
authorized, or ratified the same, and, therefore, it is not binding upon them. At the
very least, they are entitled to be heard upon its correctness.
In addition, unless a proper accounting and liquidation of the partnership affairs is
first had, the capital shares of the appellees, as retiring partners, cannot be
repaid, for the firm's outside creditors have preference over the assets of the
enterprise (Civ. Code, Art. 1839), and the firm's property cannot be diminished to
their prejudice. Finally, the appellant cannot be held liable in his personal
capacity for the payment of partners' shares for he does not hold them except as
manager of, or trustee for, the partnership. It is the latter that must refund their
shares to the retiring partners. Since not all the members of the partnership have
been impleaded, no judgment for refund can be rendered, and the action should
have been dismissed.
MAGDUSA VS. ALBARAN 5 SCRA 511
FACTS:
Appellant and appellees, together with various other persons, had verbally
formed a partnership de facto for the sale of general merchandise in Surigao, to
which appellant contributed P2,000 as capital, and the others contributed their
labor, under the condition that out of the net profits of the business 25% would be
added to the original capital, and the remaining 75% would be divided among the
members in proportion to the length of service of each. The appellees expressed
their desire to withdraw from the partnership, and appellant thereupon made a
computation (exhibit C) to determine the value of the partners' shares to that
date. Appellees thereafter made demands upon appellant for payment, but
appellant having refused, they filed the initial complaint in the court.
ISSUE:
The main argument of appellant is that the appellees' action cannot be
entertained, because in the distribution of all or part of a partnership's assets, all
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the partners have no interest and are indispensable parties without whose
intervention no decree of distribution can be validly entered.
Held:
A partner's share cannot be returned without first dissolving and liquidating the
partnership (Po Yeng Cheo vs. Lim Ka Yam, 44 Phil. 177), for the return is
dependent on the discharge of the creditors, whose claims enjoy preference over
those of the partners; and it is self-evident that all members of the partnership
are interested in his assets and business, and are entitled to be heard in the
matter of the firm's liquidation and the distribution of its property. The liquidation
(exhibit C) is not signed by the other members of the partnership besides
appellees and appellant; it does not appear that they have approved, authorized,
or ratified the same, and, therefore, it is not binding upon them. At the very least,
they are entitled to be heard upon its correctness. In addition, unless a proper
accounting and liquidation of the partnership affairs is first had, the capital shares
of the appellees, as retiring partners, cannot be repaid, for the firm's outside
creditors have preference over the assets of the enterprise (Civ. Code, Art.
1839), and the firm's property cannot be diminished to their prejudice. Finally, the
appellant cannot be held liable in his personal capacity for the payment of
partners' shares for he does not hold them except as manager of, or trustee for,
the partnership. It is the latter that must refund their shares to the retiring
partners. Since not all the members of the partnership have been impleaded, no
judgment for refund can be rendered, and the action should have been
dismissed.
5. Realubit v. Jaso, G.R. No. 178782, September 21, 2011
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
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Assignment transferring all his rights and interests in the business in favor of
respondent Eden Jaso, the wife of respondent Prosencio Jaso. With Biondo’s
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 regularitybut is also
considered prima facie evidence of the facts therein stated. A party assailing the
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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 partner’s 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 partner’s interest under Article 1831 of the Civil Code.
PARTNERSHIP
Josefina Realubit v. Eden and Prosencio Jaso
G.R. No. 178782 September 21, 2011 PEREZ, J.
Facts:
Petitioner entered into a Joint Venture Agreement with one Francis Biondo, a
French national, for the operation of an ice manufacturing business. Petitioner
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 Page 9 of 9

was designated
industrial partner and Biondo was capitalist partner. Subsequently, Biondo execut
ed a Deed of Assignment, transferring all his rights and interests in the business
in favor of respondent Eden Jaso. The spouses Jaso sent petitioner a letter
demanding an accounting and inventory of the partnership, and remittance of
their portion of the profits. Petitioner failed to heed their demand, alleging that the
joint venture with Biondo had already ceased operations, and the present
business was under a single proprietorship. Respondents filed a suit for specific
performance, accounting, and dissolution of the joint venture.

Issue:
Whether or not respondent, as assignee of the partner Biondo, may order
petitioner to render an accounting of the joint venture.

Held:
No. A joint venture is generally understood to mean an organization formed for s
ome temporary purpose. It is likened to a 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. Article 1813 provides: “(t)he 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 assignee's 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.”
Although respondent did not become partner as a consequence of the
assignment of rights, however, her prayer for dissolution of the joint venture may
be granted conformably with the right granted to the purchaser of a partner’s
interest under Article 1813

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