JOSE FERNANDEZ, plaintiff-appellant, vs. FRANCISCO DE LA ROSA, defendant-appellee. FACTS: (contributed by Ysaac) 1.

Plaintiff entered into a verbal agreement with the defendant to form a partnership for the purchase of the cascoes and the carrying on of the business of letting the same for hire in Manila. The defendant to buy the cascoes and each partner to furnish for that purpose such amount of money as he could, the profits to be divided proportionately. Defendant made purchases of cascoes however he took the title over the cascoes under his name. The parties undertook to draw up the articles of partnership. The defendant proposed a draft of such articles which differed materially from the terms of the earlier verbal agreement. They were unable to come to any understanding and no agreement was executed.

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The defendant having control and management of the cascoes, plaintiff demanded for an accounting which the defendant refused to render denying the existing of partnership. Issue: W/N a partnership existed and, if such exists, was it terminated as a result of the act of the defendant in receiving back the 1,125 pesos? Held: Yes and No Ratio: The essential points upon which the minds of the parties must meet in a contract of partnership are, therefore, (1) mutual contribution to a common stock, and (2) a joint interest in the profits We have found as a fact that money was furnished by the plaintiff and received by the defendant with the understanding that it was to be used for the purchase of the cascoes in question. This establishes the first element of the contract, namely, mutual contribution to a common stock. The second element, namely, the intention to share profits, appears to be an unavoidable deduction from the fact of the purchase of the cascoes in common, in the absence of any other explanation of the object of the parties in making the purchase in that form, and, it may be added, in view of the admitted fact that prior to the purchase of the first casco the formation of a partnership had been a subject of negotiation between them It is thus apparent that a complete and perfect contract of partnership was entered into by the parties. This contract, it is true, might have been subject to a suspensive condition, postponing its operation until an agreement was reached as to the respective participation of the partners in the profits, the character of the partnership as collective or en comandita, and other details, but although it is asserted by counsel for the defendant that such was the case, there is little or nothing in the record to support this claim, and that fact that the defendant did actually go on and purchase the boat, as it would seem, before any attempt had been made to formulate partnership articles, strongly discountenances the theory There was no intention on the part of the plaintiff in accepting the money to relinquish his rights as a partner, nor is there any evidence that by anything that he said or by anything that he omitted to say he gave the defendant any ground whatever to believe that he intended to relinquish them. On the contrary he notified the defendant that he waived none of his rights in the partnership. Nor was the acceptance of the money an act which was in itself inconsistent with the continuance of the partnership relation, as would have been the case had the plaintiff withdrawn his entire interest in the partnership. There is, therefore, nothing upon which a waiver, either express or implied, can be predicated. SERGIO V. SISON, plaintiff-appellant, vs. HELEN J. MCQUAID, defendant-appellee.

Facts: y Plaintiff brought an action in the Court of First Instance of Manila against defendant, alleging that during the year 1938 the latter borrowed from him various sums of money, aggregating P2,210, to enable her to pay her obligation to the Bureau of Forestry and to add to her capital in her lumber business, receipt of the amounts advanced being acknowledged . Defendant was not able to pay the loan in 1938, as she had promised, she proposed to take in plaintiff as a partner in her lumber business, o plaintiff to contribute to the partnership the said sum of P2,210 due him from defendant in addition to his personal services; o that plaintiff agreed to defendant's proposal  as a result, there was formed between them, under the provisions of the Civil Code, a partnership in which they were to share alike in the income or profits of the business, each to get one-half thereof; o that in accordance with said contract, plaintiff, together with defendant, rendered services to the partnership without compensation During the war, the partnership sold to US army lumbers whereby the partnership gained profits. After the war, Plaintiff demanded for one half of the profit from the US transaction. However, despite repeated demands, defendant never delivered what Plaintiff was asking for. Lower court dismissed the case on the ground that the action had already prescribed. The case was appealed to CA but the latter declared that it involved a question of law, hence it was elevated before the SC.

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ISSUE: W/N plaintiff may demand for her share on the partnership without the latter having to undergo liquidation process. Held: No Ratio: The complaint states 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

E. M. BACHRACH, plaintiff-appellee, vs. "LA PROTECTORA", ET AL., defendants-appellants Facts: y Nicolas Segundo, Antonio Adiarte, Ignacio Flores and Modesto Serrano (defendants) formed a civil partnership called La Protectora for the purpose of engaging in the business of transporting passengers and freight at Laoag, Ilocos Norte. o Marcelo Barba, acting as manager, negotiated for the purchase of 2 automobile trucks from E. M. Bachrach for P16,500. Barba paid P3,000 in cash and for the balance executed promissory notes. One of these promissory notes was signed in the following manner: o P.P La Protectora, By Marcelo Barba Marcelo Barba The other 2 notes were signed in the same way but the word by was omitted. o It was obvious that in signing the notes, Barba intended to bind both the partnership and himself.

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The defendants executed a document in which they declared that they were members of La Protectora and that they had granted to its president full authority to contract for the purchase of the 2 automobiles. o The document was delivered by Barba to Bachrach at the time the vehicles were purchased. Barba incurred a debt amounting to P2,617.57 and Bachrach foreclosed a chattel mortgage on the trucks but there was still balance. o To recover the balance, action was instituted against the defendants. o Judgment was rendered against the defendants.

Issue: W/N the defendants are liable for the firm debts. W/N Barba had authority to incur expenses for the partnership (relevant issue) Held: Yes to both Ratio: As to the first Issue The business conducted under the name of "La Protectora" was evidently that of a civil partnership; and the liability of the partners to this association must be determined under the provisions of the Civil Code. The authority of Marcelo Barba to bind the partnership, in the purchase of the trucks, is fully established by the document executed by the four appellants upon June 12, 1913. The transaction by which Barba secured these trucks was in conformity with the tenor of this document. The promissory notes constitute the obligation exclusively of "La Protectora" and of Marcelo Barba; and they do not in any sense constitute an obligation directly binding on the four appellants. Their liability is based on the fact that they are members of the civil partnership and as such are liable for its debts. It is true that article 1698 of the Civil Code declares that a member of a civil partnership is not liable in solidum (solidariamente) with his fellows for its entire indebtedness; but it results from this article, in connection with article 1137 of the Civil Code, that each is liable with the others (mancomunadamente) for his aliquot part of such indebtedness As to the second Issue The Court of First Instance seems to have founded its judgment against the appellants in part upon the idea that the document executed by them constituted an authority for Marcelo Barba to bind them personally, as contemplated in the second clause of article 1698 of the Civil Code. That cause says that no member of the partnership can bind the others by a personal act if they have not given him authority to do so. We think that the document referred to was intended merely as an authority to enable Barba to bind the partnership and that the parties to that instrument did not intend thereby to confer upon Barba an authority to bind them personally. It is obvious that the contract which Barba in fact executed in pursuance of that authority did not by its terms profess to bind the appellants personally at all, but only the partnership and himself. It follows that the four appellants cannot be held to have been personally obligated by that instrument; but, as we have already seen, their liability rests upon the general principles underlying partnership liability There is no proof in the record showing what the agreement, if any, was made with regard to the form of management. Under these circumstances it is declared in article 1695 of the Civil Code that all the partners are considered agents of the partnership. Barba therefore must be held to have had authority to incur these expenses. But in addition to this he is shown to have been in fact the president or manager, and there can be no doubt that he had actual authority to incur this obligation. PEDRO MARTINEZ, plaintiff-appellee, vs. ONG PONG CO and ONG LAY, defendants. ONG PONG CO., appellant Facts: y plaintiff herein delivered P1,500 to the defendants who, in a private document, acknowledged that they had received the same with the agreement, as stated by them, "that we are to invest the amount in a store, the profits or losses of which we are to divide with the former, in equal shares."

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The plaintiff filed a complaint on April 25, 1907, in order to compel the defendants to render him an accounting of the partnership as agreed to, or else to refund him the P1,500 that he had given them for the said purpose. Ong Pong Co alone appeared to answer the complaint o he admitted the fact of the agreement and the delivery but he alleged that Ong Lay, who was then deceased, was the one who had managed the business, and that nothing had resulted therefrom save the loss of the capital of P1,500, to which loss the plaintiff agreed The judge of the Court of First Instance of the city of Manila who tried the case ordered Ong Pong Co to return to the plaintiff one-half of the said capital and the profits realized Hence, this petition W/N Ong Pong co failed to fulfill his obligations as a partner (applying art. 1138 CC) Yes

The whole action is based upon the fact that the defendants received certain capital from the plaintiff for the purpose of organizing a company; they, according to the agreement, were to handle the said money and invest it in a store which was the object of the association; they, in the absence of a special agreement vesting in one sole person the management of the business, were the actual administrators thereof; as such administrators they were the agent of the company and incurred the liabilities peculiar to every agent, among which is that of rendering account to the principal of their transactions, and paying him everything they may have received by virtue of the mandatum Inasmuch as in this case nothing appears other than the failure to fulfill an obligation on the part of a partner who acted as agent in receiving money for a given purpose, for which he has rendered no accounting, such agent is responsible only for the losses which, by a violation of the provisions of the law, he incurred. This being an obligation to pay in cash, there are no other losses than the legal interest, which interest is not due except from the time of the judicial demand, or, in the present case, from the filing of the complaint. (Arts. 1108 and 1100, Civil Code.) We do not consider that article 1688 is applicable in this case, in so far as it provides "that the partnership is liable to every partner for the amounts he may have disbursed on account of the same and for the proper interest," for the reason that no other money than that contributed as is involved. As in the partnership there were two administrators or agents liable for the above-named amount, article 1138 of the Civil Code has been invoked; this latter deals with debts of a partnership where the obligation is not a joint one, as is likewise provided by article 1723 of said code with respect to the liability of two or more agents with respect to the return of the money that they received from their principal. Therefore, the other errors assigned have not been committed