Tacao v. Court of Appeals, G.R. No.

127405, October 4, 2000

FACTS:

Petitioner Taco and Belo, and private respondent Anay started a business for the
importation and local distribution of kitchen cookwares. In this joint venture, petitioner Belo
financed the joint venture and private respondent was assigned of marketing the product due
to her experience and established relationship with West Bend Company, a manufacturer of
kitchen wares. Thus, in this joint venture, Belo acted as capitalist, Tocao as president and
general manager, and Anay as head of the marketing department and later, the vice-president
for sales.
The parties also agreed that Anay would be entitled to: to 10% of the annual net profits; an
overriding commission of 6% of the weekly production; 30% of the sales she would make; and
2% for her demonstration services. However, the agreement for this joint venture was not put
into writing due to Belo’s assurances.

Anay secured the distributorship of cookware products from the West Bend Company, and
organized the administrative staff and the sales forcem the cookware business started
successfully. The parties operated under the name of Geminesse Enterprise, a sole
proprietorship registered in Tocae’s name. Thereafter, Belo signed a memo, entitling Anay to a
37% commission for her personal sales, which was apart from Anay’s 10% share in the profits.
Subsequently, Anay learned that Tocao removed her from her position as the vice-president for
sales. She also received a note, stating that Tocao had barred her from holding office and
demonstration in both Makati and Cubao offices. Anay attempted to contact Belo but such
attempt was futile. Anay filed a complaint for sum of money with damages.

ISSUE: (1) Whether or not private respondent is an employee or a partner.

RULING: The court sustained the RTC’s ruling that there was an oral partnership agreement,
which was based on the fact that there was an intention to create a partnership; a common
fund consisting of money and industry, and a joint interest in profits. Thus, the Court holds the
requisites for partnership exist. Anay contributed her expertise to the partnership, while Belo
and Tocao contributed their money, through which they were able to start the business.

Futhermore, the evidence on the record belies the claim of an employee-employer relationship
between the parties. The role of Anay and the actions of petitioners belies the claim that there
was no partnership. The record shows that petitioners merely deemed that they no longer need
Anay’s expertise. Thus, despite the unilateral exclusion of respondent, the partnership still exist
until it is dissolved under the law.
Agad vs. Mabato

FACTS:

Herein, petitioner alleged that he and respondent was a partners in a fishpond business,
in which they both contributed PHP 1,000 for its capital, with the right to receive 50% of the
profits, pursuant to the public instrument. However, despite repeated demands, respondent
Mabato refuses to render accounts for the years of 1957 to 1963. Thus, petitioner filed a
complaint against respondent for sum of money, which was to pay him PHP 14,000,
representing his share in the profits. He also prayed for the dissolution of the partnership.
Respondent, on other hand, denies the existence of the partnership, alleging that the contract
of partnership had not been perfected, notwithstanding the execution of the public instrument,
because petitioner failed to give his contribution to the partnership capital.

The RTC dismissed the complaint for lack of cause of action, resting its decision on the theory
that the public instrument was null and void for failing to attach an inventory of the fishpond,
pursuant to Article 1773 of the Civil Code. Hence this appeal.

ISSUE: Whether or not an immovable property or real rights have been contributed to the
partnership under consideration.

RULING: Neither parties contributed a fishpond or a real right to any fishpond, their
contributions was only the sum of PHP 1,000 each, as evidenced by the public instrument. Also,
as stated in the instrument, the partnership was established to operate a fishpond, not to
engage in a fishpond business, it was the purpose of the partnership. Hence, Article 1773 of the
Civil Code finds no application. Thus, the appealed decision is set aside.
Saludo vs. PNB

FACTS:

SAFA Law Office entered into a contract of lease with PNB for the lease of the 2 nd floor
of the PNB Financial Center Building in Quezon City. However when, the contract expired, and
SAFA Law Office continued to use the leased building until February 2005, but discontinued
paying its rent after December 2002. PNB demanded payment of the outstanding rent. Later
on, SAFA Law Office vacated the premises, and the latter proposed a settlement for its debts.
PNB declined the proposal. Thereafter, PNB made a final demand. Then, petitioner, in his
capacity as managing partner of SAFA Law Office, filed a complaint for accounting and
recomputation of unpaid rentals, which prompted PNB to file a motion to include SAFA Law
Office as plaintiff and also filed a counterclaim against SAFA Law Office. Petitioner argued that
SAFA Law Office is not a partnership, thus it does not have a separate personality.

ISSUE: Whether or not SAFA Law Office is a partnership, consequently be included in the
complaint.

RULING:

SAFA Law Office is a partnership as evidenced by its Article of Partnership filed with SEC.
Such instrument shows that they bound themselves to establish a partnership for the practice
of law, contribute capital and industry for the purpose, and receive compensation and benefits
in its operation. Its other provision also shows other relevant facts that indicate that the law
office is an entity, such as term of the partnership and the manner of dissolution of the
partnership, which would not be necessary if what was established is sole proprietorship. Thus
as a partnership, pursuant of Article 1768 of the Civil Code, has a juridical personality separate
and distinct from that of each of the partners. Consequently, SAFA Law Office, being the one
who entered into a contract of lease with PNB, is the real party-in-interest, and must be
included in as plaintiff for being the one primary liable for such claims.