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Partnership and Agency Digests for Atty. Cochingyan

Partnership and Agency Digests for Atty. Cochingyan

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Published by Eman Santos
Agency and Partnership Digests Atty. Cochingyan
Agency and Partnership Digests Atty. Cochingyan

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Published by: Eman Santos on Jun 29, 2010
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11/18/2013

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PARTNERSHIP Digests
Atty. Cochingyan
TAN SEN GUAN & CO. VS. PHILIPPINE TRUSTCO.Facts
: Plaintiff Tan Sen Guan & Co. secured a judgment for a sum of P21,426 against the MindoroSugar Co. of which the Philippine Trust is the trustee. The plaintiff entered into an agreement with thedefendant Philippine Trust Co. wherein the formerassigned, transferred, and sold to the latter the fullamount of said judgment against Mindoro Sugar Co.together with all its rights thereto and the latteroffered satisfactory consideration thereto. Theagreement further stipulated that upon signing of theagreement, Phil Trust shall pay Tan Sen the sum of P5000; should the Mindoro Sugar be sold or itsownership be transferred, an additional P10,000pesos will be paid to Tan Sen upon perfection of thesale; in case any other creditor of Mindoro Sugarobtains in the payment of his credit a greaterproportion than the price paid to Tan Sen, the Phil Trust shall pay to the latter whatever sum may benecessary to be proportioned the claim of thecreditor. However, if the Mindoro Sugar is sold to anyperson who does not pay anything to the creditors orpay them equal or less than 70 percent of theirclaim, or should the creditors obtain from othersources the payment of their claim equal to or lessthan 70 percent, the Phil Trust will only pay to TanSenthe additional sum of P10,000 upon the sale ortransfer of the Mindoro Sugar as above stated. Theproperties of Mindoro Sugar were later on sold atpublic auction to the Roman Catholic Archbishop of Manila and base on the agreement plaintiff Tan Senbrought suit against defendant Phil Trust for the sumof P10,000.
Defendant’s argument
: Only a portion of theMindoro Sugar’s properties were sold.
CFI
: Absolved the defendant on two grounds: (a) inthe contract, it was only bound as a trustee and notas an individual; (b) that it has not been proved thatall the properties of the Mindoro Sugar had beensold.
Issues:
(1)W/N the defendant is not personallyresponsible for the claim of the plaintiff based on the deed of assignment becauseof having executed the same in its capacityas trustee of the properties of the MindoroSugar.(2)W/N all the properties of the Mindoro Sugarwere sold at public auction to the RomanCatholic Archbishop of Manila.
Held
: SC reversed CFI’s ruling.(1)The Phil Trust Company in its individual capacityis responsible for the contract as there was noexpress stipulation that the trust estate and notthe trustee should be held liable on the contractin question. Not only is there no expressstipulation that the trustee should not be heldresponsible but the ‘Wherefore’ clause of thecontract states the judgment was expresslyassigned in favor of Phil Trust Company and notPhil Trust Company, the trustee. It thereforefollows that appellant had a right to proceeddirectly against the Phil Trust on its contract andhas no claim against either Mindoro Sugar or thetrust estate.(2)Exhibit D (the certificate of sale to RomanCatholic Archbishop) shows that all properties toPhil Trust as Trustee were included in the sale. The only thing reserved from the sale was thestanding crops, and it is reasonable to presumethat they had also been sold between the dateof the sale and the institution of this action.Where the real estate, the personal propertyincluding animals, and all the bills receivable aresold, it would be a forced construction of thecontract of agreement to hold that the assets of the Mindoro Sugar Company had not been sold.
PHIL. AIR LINES, INC. VS. HEALD LUMBER CO.Facts
: Lepanto Consolidated Mines chartered ahelicopter belonging to plaintiff Phil. Air Lines tomake a flight from its base at Nichols Field Airport tothe former’s camp at Manyakan Mountain Province. The helicopter, with Capt. Gabriel Hernandez and Lt.Rex Imperial on board, failed to reach the destinationas it collided with defendant’s tramway steel cablesresulting in its destruction and death of the officers.Plaintiff insured the helicopters and the officers whopiloted the same for P80,000 and P20,000respectively and as a result of the crash, theinsurance companies paid to the plaintiff the totalindemnity of P120,000. Plaintiff sustained additionaldamages totaling P103,347.82 which were notrecovered by insurance. The plaintiff instituted thisaction against defendant Heald Lumber Company torecover the sum paid by the insurance company tothe plaintiff and the additional damages which wasnot recovered from the insurance.
Defendant’s argument
: Plaintiff has no cause of action against defendant for if anyone should duedefendant for its recovery, it will only be theinsurance companies.
Plaintiff’s argument
: It asserts that the claim of the said amount of P120,000 is on behalf and for thebenefit of the insurers and shall be held by plaintiff intrust for the insurers. It is appellant’s theory that,inasmuch as the loss it has sustained exceeds theamount of the insurance paid to it by the insurers,the right to recover the entire loss from thewrongdoer remains with the insured and so theaction must be brought in its own name as real partyin interest. To the extent of the amount received byit as indemnity from the insurers, plaintiff would thenbe acting as a trustee for them. To support thiscontention, appellant cites American authorities.
RTC’s Ruling
: The court ordered the plaintiff toamend its complaint to delete the first allegation thatinsurance companies have paid a portion of theplaintiff’s damages, since the Court believes that thereal parties in interest are the insurance companiesconcerned or bring in the insurance companies asparties plaintiff. And having manifested plaintiff’sdecision not to amend the complaint, such move of plaintiff amounts to a deletion of the portion objectedto and so the complaint should be deemed limited tothe additional damages.
Issue:
(1)W/N the plaintiff is not the real party ininterest respecting the claim for P120,000.
Partnership & Agency | 2B 2008-2009
 
PARTNERSHIP Digests
Atty. Cochingyan
Held
: SC affirmed the appealed judgment.(1)In this jurisdiction, we have our own legalprovision which in substance differs from theAmerican law. Art. 2207 of the NCC providesthat if a property is insured and the ownerreceives the indemnity from the insurer thesame is deemed subrogated to the rights of the insured against the wrongdoer and if theamount paid by the insurer does not fullycover the loss, then the aggrieved party is theone entitled to recover the deficiency. Underthis legal provision, the real party in interestwith regard to the portion of the indemnitypaid is the insurer and not the insured.(2)Before a person can sue for the benefit of another under a trusteeship, he must be ‘atrustee of an express trust.’ The right does notexist in cases of implied trust, that is, a trustwhich may be inferred merely from the acts of the parties or from other circumstances. Also,to adopt a contrary rule to what is authorizedby the American statues would be splitting acause of action or promoting multiplicity of suits which should be avoided. Under ourrules, both the insurer and the insured may join as plaintiffs to press their claims againstthe wrongdoer when the same arise out of thesame transaction or event. This is authorizedby section 6, rule 3, of the Rules of Court.
CRISTOBAL VS. GOMEZFacts
: Epifanio Gomez owned a property which wassold in a pacto de retro sale to Luis Yangcoredeemable in 5 years, although the period passedwithout redemption, the vendee conceded thevendor the privilege of repurchase. Gomez apply to akinsman, Bibiano Bañas, for assistance on acondition that he will let him have the money if hisbrother Marcelino Gomez and his sister TelesforaGomez would make themselves responsible for theloan. The siblings agreed and Bañas advance thesum of P7000 which was used to repurchase theproperty in the names of Marcelino and Telesfora.. A‘private partnership in participation’ was createdbetween Marcelino and Telesfora and therein agreedthat the capital of the partnership should consist of P7000 of which Marcelino was to supply the amountof P1500 and Telesora the sume of P5500. It wasfurther agreed that the all the property to beredeemed shall be named to the two, that Marcelinoshould be its manager, that all the income, rent,produce of the property shall be applied exclusivelyto the amortization of the capital employed by thetwo parties with its corresponding interest and otherincidental expenses and as soon as the capitalemployed, with its interest and other incidentalexpenses, shall have been covered, said propertiesshall be returned to Epifanio Gomez or his legitimatechildren. A year after Epifanio’s death, Telesforawanted to free herself from the responsibility whichshe had assumed to Bañas and conveyed toMarcelino her interest and share in the threeproperties previously redeemed from Yangco andboth declared dissolved the partnership theycreated. With Marcelino as the sole debtor, Bañasrequired him to execute a contract of sale of thethree parcels with pacto de retro for the purpose of securing the indebtedness. Marcelino later on paidthe sum in full satisfaction of the entire claim andreceived from Bañas a reconveyance of the threeparcels. The widow, Paulina Cristobal, and thechildren of Epifanio Gomez instituted an action forthe recovery of the three parcels of land fromMarcelino Gomez.
Defendant’s argument
: Defendant answered witha general denial and claimed to be the owner in hisown right of all the property which is the subject of the action. He further claimed that the trustagreement was kept secret from Epifanio Gomez,and that, having no knowledge of it, he could nothave accepted it before the stipulation was revoked.And that he has the benefit of prescription in hisfavor, having been in possession of more than 10years under the deed which he acquired the soleright from his sister.
RTC’s ruling
: ruled in favor of plaintiffs and foundthat the property in question belongs to the plaintiffs,as co-owners, and ordered the defendant tosurrender the property to them and execute anappropriate deed of transfer as well as to pay thecost of the proceeding.
Issue
: (1) W/N the dissolution of partnershipbetween Marcelino and Telesfora destroyed thebeneficial right of Epifanio Gomez in the property.(2)W/N the partnership agreement of Marcelinoand Telesfora was a donation in favor of Epifanio or an express trust.(3)W/N Marcelino Gomez acquired the propertythrough prescription.
Held:
SC declared ownership in favor of plaintiffs.(1)The fact that one of the two individuals whohave constituted themselves trustees forthe purpose above indicated conveys hisinterest in the property to his cotrustee doesnot relieve the latter from the obligation tocomply with the trust.(2)A trust constituted between two contractingparties for the benefit of a third person isnot subject to the rules governing donationsof real property. The beneficiary of the trustmay demand performance of the obligationwithout having formally accepted thebenefit of the trust in a public document,upon mere acquiescence in the formation of the trusts and acceptance under the secondpar. of article 1257 of the CC. Much energyhas been expanded by the attorneys for theappellant in attempting to demonstratethat, if Epifanio at any time had any right inthe property by virtue of the partnershipagreement between Marcelino and Telesforasuch right could be derived as a donationand that, inasmuch as the donation wasnever accepted by Epifanio in a publicdocument, his supposed interest therein isunenforceable. The partnership should notbe viewed in light of an intended donation,but as an express trust.(3)As against the beneficiary, prescription isnot effective in favor of a person who isacting as a trustee of a continuing andsubsisting trust. Therefore, Marcelino cannotacquire ownership over the propertythrough prescription.
SALAO VS. SALAO
Partnership & Agency | 2B 2008-2009
 
PARTNERSHIP Digests
Atty. Cochingyan
Facts: After the death of Valentina Ignacio, her estatewas administered by her daughter Ambrosia. It waspartitioned extrajudically and the deed was signed byher four legal heirs namely her 3 children (Alejandra, Juan, and Ambrosia) and Valentin Salao, inrepresentation of his deceased father, Patricio. TheCalunuran fishpond is the property in contention inthis case. Prior to the death of Valentina Ignacio, herchildren Juan and Ambrosia secured a torrens title intheir names a 47 ha. fishpond located at SitioCalunuran, Lubao, Pampanga. A decree was alsoissued in the names of Juan and Ambrosia for thePinanganacan fishpond which adjoins the Calunuranfishpond. A year before Ambrosia’s death, shedonated her one-half share in the two fishponds inquestion to her nephew, Juan Salo Jr. He was alreadythe owner of the other half of the fishponds havinginherited it from his father, Juan Salao Sr. AfterAmbrosia died, the heirs of Valentin Salao, BenitaSalao and the children of Victorina Salao, filed acomplaint against Juan Salao Jr. for thereconveyance to them of the Canluran fishpond asValentin Salao’s supposed one – third share in the145 ha. of fishpond registered in the names of JuanSalao Sr. and Ambrosia Salao.
Defendant’s argument
: Valentin Salao did nothave any interest in the two fishponds and that thesole owners thereof were his father and his auntAmbrosia, as shown in the Torrens titles and that hewas the donee of Ambrosia’s one-half share.
Plaintiff’s argument
: Their action is to enforce atrust which defendant Juan Salao Jr. allegedlyviolated. The existence of trust was not definitelyalleged in the plaintiff’s complaint but in theirappellant’s brief.
RTC’s Ruling
: There was no community of propertyamong Juan, Ambrosia and Valentin when theCalunuran and the Pinanganacan lands wereacquired; that co ownership over the realproperties of Valentina Ignacio existed among herheirs after her death in 1914; that the co – ownershipwas administered by Ambrosia and that it subsistedup to 1918 when her estate was partitioned amongher three children and her grandson, Valentin Salao.It rationalized that Valentin’s omission during hislifetime to assail the Torrens titles of Juan andAmbrosia signified that he was not a co-owner of thefishponds. It did not give credence to the testimoniesof plaintiffs’ witnesses because their memories couldnot be trusted and because no strong evidencesupported the declarations. Moreover, the partiesinvolved in the alleged trust were already dead. Judgment appealed to CA but the amounts involvedexceeded two hundred thousand pesos, the CAelevated the case to the SC.
Issue
:(1)W/N plaintiffsmassive oral evidencesufficient to prove an implied trust, resultingor constructive, regarding the twofishponds.
Held
: SC affirmed lower court’s decision.(1)Plaintiff’s pleading and evidence cannot berelied upon to prove an implied trust. Thetrial court’s firm conclusion that there wasno community of property during thelifetime of Valentina Ignacio or before 1914is substantiated by defendantsdocumentary evidence. There was noresulting trust in this case because therenever was any intention on the part of Juan,Ambrosia and Valentin to create any trust. There was no constructive trust because theregistration of the 2 fishponds in the namesof Juan and Ambrosia was not vitiated byfraud or mistake. This is not a case where tosatisfy the demands of justice it isnecessary to consider the Calunuranfishpond as being held in trust by the heirsof Juan Salao Sr. for the heirs of ValentinSalao. And even assuming that there was animplied trust, plaintiffs’ action is clearlybarred by prescription when it filed anaction in 1952 or after the lapse of morethan 40 years from the date of registration.
CARANTES VS. CAFacts
: A proceeding for expropriation wascommenced by the government for the constructionof the Loakan Airport and a portion of Lot 44, whichwas originally owned by Mateo Carantes, was neededfor the landing field. The lot was subdivided into LotsNos. 44-a (the portion which the government soughtto expropriate), 44-b, 44-c, 44-d and 44-e.Negotiations were also under way for the purchaseby the government of lots 44-b and 44-c. WhenMateo Carantes died, his son Maximino Carantes wasappointed administrator of the estate and filed aproject of partition of the remaining portion of Lot 44wherein he listed as the heirs of Mateo Carantes whowere entitled to inherit the estate, himself and hisbrothers and sisters. An ‘Assignment of Right toInheritance’ was executed by the children of Mateoand the heirs of Apung Carantes in favor of MaximinoCarantes for a consideration of P1. Maximino sold tothe government lots nos. 44-b and 44-c and dividedthe proceeds of the sale among himself and theother heirs of Mateo. The assignment of right toinheritance was registered by Maximino and the TCTin the names of the heirs was cancelled and a newone was issued in the name of Maximino Carantes asthe sole owner of the remaining portions of lot 44. Acomplaint was instituted by the three children of Mateo and the heirs of Apung Carantes againstMaximino praying that the deed of assignment bedeclared null and void and that the remainingportions of lot 44 be ordered partitioned into sixequal shares and Maximino be accordingly orderedto execute the necessary deed of conveyance infavor of the other heirs.
Plaintiffs’ argument
: They executed the deed of assignment only because they were made to believeby Maximino that the said instrument embodied theunderstanding among parties that it merelyauthorized the defendant Maximino to conveyportions of lot 44 to the government in their behalf tominimize expenses and facilitate the transaction andit was only when they secured a copy of the deedthat they came to know that the same purported toassign in favor of Maximino their rights to inheritancefrom Mateo Carantes.
Defendant’s argument
: Filed a motion to dismiss. The plaintiffs’ cause of action is barred by the statuteof limitations because the deed of assignment wasrecorded in the Registry of Property and thatownership over the property became vested in himby acquisitive prescription ten years from itsregistration in his name of Feb. 21, 1947.
Partnership & Agency | 2B 2008-2009

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