Professional Documents
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Belo. She wrote him twice to demand her overriding commission for the
period of January 8, 1988 to February 5, 1988 and the audit of the company
Facts: to determine her share in the net profits. Belo did not answer.
Petitioner William T. Bello introduced private respondent Nenita Anay still received her five percent (5%) overriding commission up
Anay to petitioner Tocao, who conveyed her desire to enter into a joint to December 1987. The following year, 1988, she did not receive the same
venture with her for the importation and local distribution of kitchen
commission although the company netted a gross sales of P13,300,360.00.
cookwares. Belo acted the capitalist, Tocao as president and general
manager, and Anay as head of the marketing department (considering her On April 5, 1988, Nenita A. Anay filed a complaint for sum of money
experience and established relationship with West Bend Company,c a with damagesagainst Tocao and Belo before the RTC of Makati. She prayed
manufacturer of kitchen wares in Wisconsin, U.S.A) and later, vice-president that she be paid (1) P32,00.00 as unpaid overriding commission from
for sales. The parties agreed further that Anay would be entitled to: January 8, 1988 to February 5, 1988; (2) P100,000.00 as moral damages, and
(3) P100,000.00 as exemplary damages. The plaintiff also prayed for an
(1) ten percent (10%) of the annual net profits of the business; audit of the finances of Geminesse Enterprise from the inception of its
(2) overriding commission of six percent (6%) of the overall weekly business operation until she was “illegally dismissed” to determine her ten
production; percent (10%) share in the net profits. She further prayed that she be paid
the five percent (5%) “overriding commission“ on the remaining 150 West
(3) thirty percent (30%) of the sales she would make; and Bend cookware sets before her “dismissal.”
(4) two percent (2%) for her demonstration services. However, Tocao and Belo asserted that the alleged agreement was
not reduced to writing nor ratified, hence, unenforceable, void, or
The same was not reduced to writing on the strength of Belo’s
nonexistent. Also, they denied the existence of a partnership because, as
assurances.
Anay herself admitted, Geminesse Enterprise was the sole proprietorship of
Later, Anay was able to secure the distributorship of cookware Marjorie Tocao. Belo also contended that he merely acted as a guarantor of
products from the West Bend Company. They operated under the name of Tocao and denied contributing capital. Tocao, on the other hand, denied
Geminesse Enterprise, a sole proprietorship registered in Marjorie Tocao’s that they agreed on a ten percent (10%) commission on the net profits.
name. Anay attended distributor/dealer meetings with West Bend Company
Both trial court and court of appeals ruled that a business
with the consent of Tocao.
partnership existed and ordered the defendants to pay.
Due to Anay’s excellent job performance she was given a plaque of
Issue:
appreciation. Also, in a memo signed by Belo, Anay was given 37%
commission for her personal sales "up Dec 31/87,” apart from the 10% Whether or not a partnership existed – YES
share in profits.
Also, the fact that they operated under the name of Geminesse
Enterprise, a sole proprietorship, is of no moment. Said business name was
JG Summit Holdings, Inc. vs Court of Appeals, September 24, 2003 ISSUE:
(NOTE: Two motions were filed for resolution of this decision. The HELD:
decision appealed from was affirmed upholding the status of non-public
utility of shipyards. It held that the prohibition in the Constitution applies to No. The SC upheld the ruling of the CA regarding the nature of the
the ownership of land; the fact that PHILSECO owns land cannot deprive partnership. The SC further stated that a partnership that does not fix its
term is a partnership at will. The birth and life of a partnership at will is
Kawasaki of its right of first refusal reiterating the basic corporate law
principle that the corporation and its stockholders are separate juridical predicated on the mutual desire and consent of the partners. The right to
entities. In this vein, the right of first refusal over shares pertains to the choose with whom a person wishes to associate himself is the very
shareholders whereas the capacity to own land pertains to the corporation. foundation and essence of that partnership. Its continued existence is, in
turn, dependent on the constancy of that mutual resolve, along with each
Hence, no law disqualifies a person from purchasing shares in a landholding
corporation even if the latter will exceed the allowed foreign equity, what partner's capability to give it, and the absence of a cause for dissolution
the law disqualifies is the corporation from owning land. (J.G. Summit provided by the law itself. Verily, any one of the partners may, at his sole
pleasure, dictate a dissolution of the partnership at will. He must, however,
Holdings, Inc. vs CA; 450 SCRA 169; January 31, 2005))
act in good faith, not that the attendance of bad faith can prevent the
Ortega vs. CA, 245 SCRA 529 dissolution of the partnership but that it can result in a liability for damages.
FACTS: