MAGLANAFACTS: Maglana and Rojas executed their Articles of Co-partnership called “Eastcoast DevelopmentEnterpises” which had an indefinite term of existenceand was registered with the SEC and had a TimberLicense. One of the EDE’s purposes was to apply orsecure timber and/or private forest lands and tooperate, develop and promote such forests rightsand concessions. M shall manage the business affairswhile R shall be the logging superintendent. Allprofits and losses shall be divided share and sharealike between them.Later on, the two availed the services of Pahamotangas industrial partner and executed another articles of co-partnership with the latter. The purpose of thissecond partnership was to hold and secure renewalof timber license and the term of which was fixed to30 years.Still later on, the three executed a conditional sale of interest in the partnership wherein M and R shallpurchase the interest, share and participation in thepartnership of P. It was also agreed that afterpayment of such including amount of loan securedby P in favor of the partnership, the two shall becomeowners of all equipment contributed by P. After this,the two continued the partnership without anywritten agreement or reconstitution of their articlesof partnership.Subsequently, R entered into a managementcontract with CMS Estate Inc. M wrote him re: hiscontribution to the capital investments as well as hisduties as logging superintendent. R replied that hewill not be able to comply with both. M then told Rthat the latter’s share will just be 20% of the netprofits. Such was the sharing from 1957 to 1959without complaint or dispute. R took funds from thepartnership more than his contribution. M notified Rthat he dissolved the partnership. R filed an actionagainst M for the recovery of properties andaccounting of the partnership and damages. CFI: the partnership of M and R is after P retired isone of de facto and at will; the sharing of profits andlosses is on the basis of actual contributions; there isno evidence these properties were acquired by the partnership funds thus it should not belong to it;neither is entitled to damages; the letter of M ineffect dissolved the partnership; sale of forestconcession is valid and binding and should beconsidered as M’s contribution; R must pay or turnover to the partnership the profits he received fromCMS and pay his personal account to the partnership;M must be paid 85k which he should’ve received butwas not paid to him and must be considered as hiscontribution. ISSUE: what is the nature of the partnership andlegal relationship of M-R after P retired from thesecond partnership? May M unilaterally dissolve thepartnership? SC: There was no intention to dissolve the firstpartnership upon the constitution of the second aseverything else was the same except for the fact thatthey took in an industrial partner: they pursued thesame purposes, the capital contributions call for thesame amounts, all subsequent renewals of TimberLicense were secured in favor of the first partnership,all businesses were carried out under the registeredarticles.M and R agreed to purchase the interest, share andparticipation of P and after, they became owners of the equipment contributed by P. Both consideredthemselves as partners as per their letters. It is not apartnership de facto or at will as it was existing andduly registered. The letter of M dissolving thepartnership is in effect a notice of withdrawal andmay be done by expressly withdrawing even beforeexpiration of the period with or without justifiablecause. As to the liquidation of the partnership it shallbe divided “share and share alike” after anaccounting has been made.R is not entitled to any profits as he failed to give theamount he had undertaken to contribute thus, hadbecome a debtor of the partnership.M cannot be liable for damages as R abandoned thepartnership thru his acts and also took funds in anamount more than his contribution.
Goguilay and Partnership vs. Sycip et. Al. Reyes J& L: & Facts: Tan Sin and Goguilay into a partnership in business of buying and selling real state properties. Partners stipulated that Tan Sin will be the managing partner and that heirs shall represent the deceased partnership incurred debts and Tan Sin died, he was represents the deceased partner should the 10 years lifetime of the partnership has not yet expired. When the partnership incurred debts and Tan Sin will be managing partnership has not yet expired.
Issue: Whether or not the consent of the other partner way necessary to perfect the sale of the partnership properties. He was stopped in the same that after the death of Tan Sin. In order to satisfy the partnerships debts the widow sold the properties to defendant.When the partnership incurred and Tan Sin died. It may be presumed S acted in good faith. that person who gave occasion for the damages to be caused must bear the consequences. the partnership is not terminated but continues until the winding up of the business. L and T continued the business still under the name Isbel Sawmill. Are not bound in entering into a contract with any of the two partners. The Apelles and the public had a right to expect the public had a right to expect that whatever credit they extended to L & T doing business.R 127405 October 4. Goquilay opposed the sail assailing that widow has no authority to do so. Withdraw from the partnership and after dissolution. Its knowledge has enough that it is contracting with the partnership which is represented by one of the managing partners. without his Kn. The judicial foreclosure of the chattel mortrage executed in the favor of S did not relieve her from liability to the creditors of the partnership. CA and Nenita Anay 365 SCRA 463 G. he has represented by his widow. the Apelles also acted in good faith in extending credit to they partnership. It is only when the sale with the defendant that the authority of the widow was questioned. the ascertain whether or not his partner with whom the transaction is made has the consent of the other partner. Goquilay is stopped from asserting that upon the death of Tan Sin. It does not appear that the withdrawal of S from the partnership was published in the newspapers. Tocao vs. It is a well settled rule that third persons. the partnership affairs from 1945 to 1949. The partnership is indebted to various creditors and that Sheriff sold the assets of Isabela Sawmill to s and was subsequently sold to a separate company. J:
. 2000 Ynares-Santiago. The public need not make inquiries as to the agreement had between the partners. that persons must suffer. Riling: First. Lon and Timoteo. Isabela Sawmill Fernadez. Ruling: On dissolution. J Facts: Isabela Sawmill was formed by partners Saldajeno. In the name of the partnership could be enforced against the partnership of said partnership. Business Organization Singson vs. Issue: Whether or not Isabela Sawmill ceased to be a partnership and that creditors could no longer demand payment. his management of partnership affairs had also been terminated. Where one of the two innocent persons must suffer.
equipment. th rou gh cou n sel. Anay was made to receive commissions based on her performance. Lopez isits President and Chief Executive Officer. are co -own ers of two (2 ) ad join in g parcels of landlocated in Tagaytay City and covered by Transfer Certificate of Title(TCT) No.
Primelink v Lopez (G. · In 2001. 1 9 9 4 . an oral agreement will suffice to create partnership. As for the award of damages to Anay. property or industry to a common fund. l a b o r . Anay discovered that she was in effect no longer the head of marketing and had been barred from holding office.Facts: Respondent met the petitioner through Belo. Ruling: The RTC and CA found the partnership between petitioners and private respondent exists based on the facts presented. Two days after. marketing ac t i v i t i e s . t h e Lazatins informed Primelink that they had decided to rescind the JVA effective uponits receipt of the said letter. th e Lazatin sib lin gs ob liged themselves to contribute the two parcels of land as their share in the joint venture.O n M a r c h 1 0 . Where no immovable le property in involved. This amount be determined by S. Belo signed a memorandum granting 37% commission to Anay for her business transaction. t h e L a z a t i n s a n d Primelink. 167379 June 27. contractor’s pool. p e r s o n n e l . o t h e r w i s e t h e a p p r o p r i a t e action wou ld b e filed again st it to p rotect t h eir righ ts an d interests . Clara T.R." Un d er th e JVA. SC issued a resolution. d eman d ed th at P r i m e l i n k c o m p l y w i t h i t s o b l i g a t i o n s u n d e r t h e J V A . Petitioner Tacao conveyed her desire to enter into a joint venture with her and Anay is to be the marketing head of local distribution of kitchen wares. 2006) FACTS: Primelink Properties and Development Corporation (Primelink for brevity) isa domestic corporation engaged in real estate development. 1997. Trial cou rt ren d ered a d ecision resc in d in g th e Join t Ven tu re Agreem en t execu ted b etween th e p lain tiffs an d th e d efen d an ts.F o r i t s p a r t .C To be considered as a judicial personality. In 1887.In a Letter13 d ated Ap ril 10. machineries. in hiscapacity as President. th e Lazatin s. CA af firmed trial cou rt’s d ecision
. Issue: Whether or not Anay was an employee or partner of Tocao and thus entitled to damages. the former to finance the business.3Ma. entered into a Joi n t V e n t u r e A g r e e m e n t 5 ( J V A ) f o r t h e d ev e lop men t of th e aforeme n tion ed p rop erty into a resid en tial su b d ivision to b ekn own as "Tagaytay Gard en Villas. No. the doctrine of delectus personae allows the partners to have the power although not necessarily the right to dissolve the partnership. P r i m e l i n k u n d e r t o o k t o c o n t r i b u t e m o n e y . as verbally agreed upon by her and Belo. The Lazatins demanded that Primelink cease and desistfrom further developing the property. (2) intention on the part of the partners to divide profits among themes selves. I n a n o t h e r L e t t e r 1 4 d a t e d O c t o b e r 2 2 . Lazatin Magat an d h er b roth ers. the decision was sustained. represented by Lopez. a partnership must fulfill these requisites: 1) two or more persons bind themselves to contribute money. a subject he to action for damages because by the mutual agency that arises in a partnership. T-108484 of the Register of Deeds of Tagaytay City. Thus. Th is imp elled the officers of Primelink to meet with the Lazatins and enabled the latter to reviewi t s b u s i n e s s r e c o r d s / p a p e r s . the latter acting as the guarantor of Geminesse enterprise. 1 9 9 7 . Rafaelito W. modifying its decision regarding as a partner to firm because he merely acted as a guarantor. ord erin g th e d efen d an ts to ren d er an accounting of all income generated as well as expenses incurred and disbursementm ad e in con n ection with th e p roject. immed iately restorin g to th e p lain tiffsp osse ssion of th e su b ject p arcels of lan d . m a n a g e r i a l expertise and other needed resources to develop the property and construct thereinthe units for sale to the public.
1On November 14. petitioners.William Belo is the friend of Marjorie Tocao and he was the guarantor of thecompany. Belo filed a Motionfor Reconsideration of our Decision dated October 4. 2000. We can borrow money from him. an d is thu s of a temp orary n atu re. ANAY. and that to adhere to its decision will cause injustice to a party litigant.He is the one fixing our orders that open the L/C. Bantilan testified that it was Peter Lo who was thecompany's financier.Q An d th e d efen d an t William Belo is m erely th e gu aran tor of Gemin es seEnterprise. a joint venture is a form of partnership and is to be governedby the laws of partnership. ISSUE: WON trial court erred in rescinding the JVA between the parties HELD: SC affirmed appellate court’s decision. Itshould
.Q . the general principles of partnership may be resorted to.W h e n t h e R T C r e s c i n d e d t h e J V A o n c o m p l a i n t o f r e s p o n d e n t s b a s e d o n t h e evidence on record that petitioners willfully and persistently committed a breach of t h e J V A . The legal conceptof a join t ven tu re is of common law origin .A fter a carefu l revi ew of th e evi d en ce p resen ted . h owever.You mean Peter Lo is the financier?A . sir2 Th e foregoin g w as n eith er refu ted n or con trad icted b y resp on d en t's evid en ce. however. he is the financier. since under the Civil Code. all authority of anypartner to act for the partnership is terminated except so far as may be necessaryto win d u p th e p artnersh ip affairs or to comp lete tran saction s b egu n b u t n ot yet finished. 5 4 W i t h t h e rescission of the JVA on account of petitioners’ fraudulent acts. and has HELD that although a corporation cannot enterinto a partnership contract. t h e c o u r t t h e r e b y d i s s o l v e d / c a n c e l l e d t h e p a r t n e r s h i p .Q What do you mean by guarantor?A He guarantees the stocks that she owes somebody who is Peter Lo and heacts as guarantor for us. Q . Who is this Peter Lo?A . on the other hand. COURT OF APPEALSand NENITA A. u n d er Ph ilip p in e law. while the joint venture is formed for the executionof a sin gle tran s action . o n t h e o n e h a n d . respondent. RE SOLU TION The inherent powers of a Court to amend and control its processes and orders so asto m ake th em con formab le to law an d ju stice in clu d es th e righ t to reverse its elf. in d eed . It is.Q What is the role of Peter Lo in the Geminesse Enterprise?A .Ratio Decid en d i: As a gen eral ru le.ru lin gth at. recogn ized a d istin ction b etween these two business forms. 5 6 W i n d i n g u p m e a n s t h e ad min istration of th e asse ts of th e p artn ersh ip for th e p u rpose of termin atin g th ebusiness and discharging the obligations of the partnership
MARJORIE TOCAO and WILLIAM T. They maintain that therew a s n o p a r t n e r s h i p b e t w e e n p e t i t i o n e r B e l o . Anay.You mentioned a certain Peter Lo. T h e m a i n d i s t i n c t i o n c i t e d b y m o s t o p i n i o n s i n common law jurisdictions is that the partnership contemplates a general businesswith some degree of continuity. It wou ld seem th erefore th at. a join tv e n t u r e i s a f o r m o f p a r t n e r s h i p a n d s h o u l d t h u s b e g o v e r n e d b y t h e l a w s o f p artn ersh ip . petitioners Marjorie Tocao and William T. e s p e c i a l l y w h e n i n i t s h o n e s t o p i n i o n i t h a s c o m m i t t e d a n e r r o r o r m i s t a k e i n judgment. an d a particu lar p artn ersh ip may h ave for its ob ject asp ec ific u n d ertakin g. we are con vin ced th at. vs. sh arin g of p rofits an d losse s. bu t it has been generally understood to mean an organization formed for some temporary purpose. th is ob servation is n otentirely accurate in this jurisdiction. T h i s w a s categorically affirmed by respondent's own witness. a n d a m u t u a l r i g h t o f c o n t r o l . 2001.55 On dissolution. and that the latter being merely an employee of petitioner Tocao. Furthermore. hardly distinguishable from the partnership. It has n o p recise legal d efin ition . it may. engage in a joint venture with others. Elizabeth Bantilan. am I correct?A Yes. W h e n t h e a g r e e m e n t i s s i l e n t o n a n y p a r t i c u l a r I SSUE.Yes. what is the role of William Belo with Geminesse Enterprise?A . Now. Th e Su p reme Cou rt h as. during hercross-examination.under Philippine law. a partnership mayb e p articu lar or u n iversal. in fact. Thus:Q You mentioned a while ago the name William Belo. the partnership is not terminated but continues until thew i n d i n g u p o f p a r t n e r s h i p a f f a i r s i s c o m p l e t e d . th e relation of th e p arties in join t ven tu res isg o v e r n e d b y t h e i r a g r e e m e n t . since elementsar e sim ilar – commu n ity of in terest in th e b u sin ess. p e t i t i o n e r B e l o a c t e d m e r e l y a s g u a r a n t o r o f G e m i n e s s e E n t e r p r i s e .Peter Lo is based in Singapore. a n d r e s p o n d e n t Nenita A. BELO.
be recalled that the business relationship created between petitioner Tocaoan d resp on d en t An ay was an in formal p artn ersh ip .250. p etition er Belo can n ot b e d eeme d a p artn er sin ce th eessence of a partnership is that the partners share in the profits and losses. con firmed th at p e t i t i o n e r B e l o ' s p r e s e n c e i n G e m i n e s s e E n t e r p r i s e ' s m e e t i n g s w a s m e r e l y a s guarantor of the company and to help petitioner Tocao. petitioner Tocao declared that petitioner Belo wasn o t e n t i t l e d t o a n y s h a r e i n t h e p r o f i t s o f G e m i n e s s e E n t e r p r i s e . w h o w a s a f t e r a l l p e t i t i o n e r T o c a o ' s g o o d f r i e n d a n d c o n f i d a n t e . docketed as Civil Ca se No. 6 W i t h n o p articip ation in th e p rofits. Th e Region al Trial Cou rt of Makati is h ereby ord ered toDISMISS th e comp lain t.00 sh ou ld b ededucted from whatever amount is finally adjudged in her favor on the basis of theformal account of the partnership affairs to be submitted to the Regional Trial Court. Ltd. National Labor Relations Commission & Jade Mountain ProductsCo. However.3 Again. p etition ers argu e th at resp on d en t sh ou ld b ed e e m e d i n b a d f a i t h f o r f a i l i n g t o a c c o u n t f o r s t o c k s o f G e m i n e s s e E n t e r p r i s e amounting to P208. s i n c e h e h a d a c c e p t e d t h e p r o m i s e o f t h e p artn ers th at th e balan ce wou ld b e p aid wh en th e firm sh all h ave secu red ad d ition alop eratin g fu nd s from ab road . wh ich was n ot even record ed with the Securities and Exchange Commission.if on ly to serv e as secu rity for h er claims again st th e p artn ersh ip . h ad a mon th ly salary of 4000. her claim for damages should beb a r r e d t o t h a t e x t e n t . G i v e n t h e c i r c u m s t a n c e s s u r r o u n d i n g p rivate resp on d en t's su d d en ou ster from th e p artn ersh ip b y p etition er Tocao. R e s p o n d e n t h e r s e l f p r o f e s s e d lack of k n o w l e d g e t h a t p e t i t i o n e r B e l o r e c e i v e d a n y s h a r e i n t h e n e t i n c o m e o f t h e partnership. Rhodora Bendal. i n a s m u c h a s p e t i t i o n e r B e l o w a s n o t a p a r t n e r i n G e m i n e s s e Enterprise. actu ally r e c e i v e d o n l y h a l f o f h i s s t i p u l a t e d s a l a r y . general partners Bendals sold and transferred their interests in the partnership to Co andEmmanuel Zapanta p artn ersh ip was con stitu ted solely b y Co an d Zap an ta.
Benjamin Yu v. h owev er. the Motion for Reconsideration of petitionersis PAR TIALLY G RANTE D. no evidence was presented to show that petitioner Belo participatedi n t h e p r o f i t s o f t h e b u s i n e s s e n t e r p r i s e . Facts: Yu – ex-Assistant General Manager of the marble quarrying and export business operatedby a registered partnership called Jade Mountain Products Co. As such. 1993 Feliciano. partnership business consisted of exploitinga marble deposit in Bulacan Yu . wh ilewe do not agree that the same renders private respondent in bad faith and shouldb ar h er claim for d amages. it con tin u ed to use th e old firm name of Jade Mountain
. 00 s h all b e d ed u cted from wh atev er amount petitioner Marjorie Tocao shall be HELD liable to pay respondent after thenormal accounting of the partnership affairs. as Assistan t Gen eral Man ager. 97212 June 30. Chiu Shian Jeng and Chen Ho-Fu G. Yu . accordingly.As regard s th e award of d amages. Th e su m of P208. WHEREFORE. w o u l d occasionally participate in the affairs of the business. 88509.R. Yu actually man aged th e op eration s an d fin an ces of th ebusiness. he had overall supervision of the workers at the marble quarry in Bulacan andtook charge of the preparation of papers relating to the exportation of the firm’s products.Chen Ho-Fu and Yu Chang as limited partners. resp on d en t's witn es s. E lizab eth Ban tilan .250.00 and that. W e d o n o t a g r e e . as again st p etitionerWilliam T. w e fin d th at th e said su m of P208. respondent had no cause of action against him and her c o m p l a i n t against him should accordingly be dismissed. it was understandable thatB e l o .. although never in a formal oroffici al cap acity. J. Lea Bendal.7C o n s e q u e n t l y . based on the foregoing. Willy Co. h eract of withholding whatever stocks were in her possession and control was justified. Ltd. partnership was originally organized with Bendals as general partners and Chin Shian Jeng.250. No.4Furthermore.5 On the other hand. B elo on ly.
a fraction of at least 6 months being considered asa whole year. Yu is entitled to separation pay at the rate of one month’s pay for each year of service thathe had rendered to the old partnership. Th e n ew p artn ersh ip h ad itsown n ew Gen eral M an ager. where the circumstances donot permit a dissolution under any other provision of this article. or asst. division of assets anddamagesagainst petitioner. respondents. The trial court. Co. by the express will of anypartner at any time. noted that a requestfor accounting was made in order that the exact value of thepartnership may be ascertained and. When petitioner failed to comply with the terms ofthe agreement and also on his promise to turn over to Tabanao'sheirs the deceased's 1/3 share in the total assets of the partnership.000. Nelma Fishing Industry. 1830. manager belongs to the most senior ranks of management and anew partnership is entitled to appoint a top manager of its own choice and confidence. 1 8 2 9 : o n d i s s o l u t i o n t h e partnership is not terminated. Petitioner questioned the order of dismissalthrough apetition for certiorari before the Court of Appeals. and continued using the old name of Jade Mountain P r o d u c t s C o m p a n y Limited. Yu ’s old p osition th u s became superfluous or redundant.(b) by the express will of any partner. but continues until the winding up of partnership affairs iscompleted the new partnership simply took over the business enterprise owned b y t h e o l d partnership. Yes. when no definite termor particular undertaking is specified. filed anaction for accounting. the correct docket feemay be paid. upon a finding that no
. the new partnership is liable for the debts of the old partnership Legal basis: Art. Reason: new partnership was entitled to appointan d h ire a n ew gen . WON the p a r t n e r s h i p w h i c h h a d h i r e d Y u a s A s s t . Vicente Tabanao and Jacinto Divinagraciawere partners in a business known as Ma. Tabanao's heirs. The dissolution of a partnership is the change in t h e r e l a t i o n o f t h e partners caused by any partner ceasing to be a s s o c i a t e d i n t h e c a r r y i n g o n a s distinguished from the winding up of the business. Changes in the membership of the partnership resulted in the dissolution of the old partnership which had hired Yu and the emergence of a new partnership composedof Co and Zapanta. paying off its debts. man ager to ru n th e affairs of th e b u sin ess en terp rise take over. as well as other claims relating to hisemployment with the previous partnership. In1986.000.Petitioner filed a motion to dismiss the complaint and argued thatthe trial court did not acquire jurisdiction over the action becausethe prescribed docket fee was not paid considering the huge amountinvolved in the claim.Yu – dismissed by the new partners Issues: 1. 1840 (see codal) Yu is entitled to enforce his claim for unpaid salaries. M a n a g e r h a d b e e n extinguished and replaced by a new partnership composed of Co and Zapanta. Legal bases: Art. payment of shares. however.(2) in contravention of the agreement between the partners. 1828. Art. gen. G e n .amounting to P30. Thenon-retention of Yu did not constitute unlawful termination.
EMNACE VS CA Facts: Petitioner Emilio Emnace. No winding up of affairs in this case as contemplated i n A r t . Dissolution is caused:(1) without violation of the agreement between the partners. without winding up the business affairs of the old partnership. The appellatecourt rendered the assaileddecision dismissing the petition forcertiorari. who must act in good faith. and then re-assembling the said assets or mostof them and opening a new business enterprise 2. consequent to Jacinto Divinagracia's withdrawal fromthe partnership. 2.00. if indeed anew partnership had come into existence. WON Yu could nonetheless assert his rights underhis employment contract with the old partnership as against the new partnership Held: 1. An asst.liquidating and distributing its net assets. they decided to dissolve their partnership and executed anagreement of partition and distribution of the partnership propertiesamong them. gen . against the new partnership But Yu is not entitled to reinstatement. Yes. th e p rin cip al n ew own er h imsel f. thus.
a restaurant. They did.While it is true that the exact value of the partnership's total assetscannot be shown with certainty at the time of filing. and direct them to paythe same within a reasonable time. It was registered as a single proprietorship and its licenses andpermits were issued to and in favor of petitioner Dan Fue Leung as the sole proprietor. thisCourt pronounced that the above-quoted provision "clearlycontemplates an initial payment of the filing fees corresponding tothe estimated amount of the claim subject to adjustment as to whatlater may be proved. there arecertain exceptions which must be strictly construed. Otherwise. The estimated partnership's total assets can be made thebasis for the initial docket fees that respondents should pay. RespondentLeung Yiu adduced evidence during the trial of the case to show that Sun WahPanciteria was actually apartnership and that he was one of the partners having contributed P4.00). the trial court does not have to employguesswork in ascertaining the estimated value of the partnership'sassets. GOQUIOLAY. Rule 141. a partner shares not only in profits but also in the lossesof the firm. for respondents themselves voluntarily peggedthe worththereof at Thirty Million Pesos (P30. respondents canand must ascertain. SYCIP. Accordingly. vs.000. an initial payment of thedocket fees based on an estimated amount must be paidsimultaneous with the filingof the complaint.00). but ratherpartakes of the nature of a simple collection case where the value ofthe subject assets or amount demanded is pecuniarily determinable. particularlyfrom petitioner. we reiterated therein the principlethat the payment of filing feescannot be made contingent ordependent on the result of the case. the trial court was ordered to determinethe proper docket fee based on the estimated amount thatrespondents seekto collect from petitioner. It is thus imperative for respondents to pay thecorresponding docket fees in order that the trial court may acquire jurisdiction over the action.Issue: whether or not the private respondent is a partner of the petitioner in the establishment of SunWahPanciteria.
Feu Leung vs Intermediate Appellate CourtFacts:The Sun WahPanciteria. In recentrulings. ET AL.While the rule is that the payment of thedocket fee in the proper amount should be adhered to. 1955. and 2) intention on the part of the partners to divide the profits among themselves havebeen established.In order to avoid tremendous losses to the judiciary and to thegovernment as well. property. in order to determine the proper amount of docketand other fees. it maybe liberallyconstrued in certain cases if only to secure a just and speedydisposition of an action. Even ifit were later established that the amount proved was less or morethan the amount alleged or estimated.000. If excellent relations exist among the partners at the start of business and all the partnersare more interested in seeing the firm grow rather than get immediate returns. Issue: Whether or not the court had jurisdiction over the case in absenceof respondent's payment of docket fees. and upon motion by petitioner. the courtwould stand to lose the filing fees should the judgment later turn outto be adverse to any claim of the respondent heirs. allowing the plaintiff to pay the proper docketfees within a reasonable time before the expiration of the applicableprescriptive or reglementary period. Hence. The otherissues pointed out by petitioner were likewise dismissed for lack of merit. WASHINGTON Z. this case isone which is really not beyond pecuniary estimation. such rights are irretrievably lost.In Pilipinas Shell Petroleum Corporation v. In effect the private respondent was asking for anaccounting of his interests in the partnership
ANTONIO C.the immediate dismissal of the complaint shall issue on jurisdictionalgrounds.According to the Court. however.000.000. and as such are exempted fromthe payment of court fees." Moreover. as in other procedural rules. Respondents cannot claim that they areunable to make an estimate and avoid paying the initial docket feesby conveniently omitting the said amount in their amendedcomplaint. Nowhere in the records does it appear thatrespondents are litigating paupers. Section 5(a)of theRules of Court specifically providesthat the court may refund theexcess or exact additional fees should the initial payment beinsufficient. the trial court inthe case at bar should determine the proper docket fee based on theestimated amount that respondents seek to collect from petitioner. in a letteraddressed to petitioner.and direct them to pay the same within a reasonable time. the trial court erred in not dismissing thecomplaint outright despite their failure to pay the proper docketfees.000. this Court has relaxedthe strict adherence to theManchester doctrine.Held: 1) two or more persons bind themselves to contribute money.Based on the foregoing. the payment of docket fees cannot be made dependent on the outcome of the case except when the claimant isa pauper litigant. theamount they expect to collect from the partnership. estimate the partnership's totalassets to be worth Thirty Million Pesos (P30. Cruz. located at Florentino Torres Street. or industry to acommon fund. not allege aspecific amount. thepresent petition. Nevertheless. provided the applicableprescriptive or reglementary period has not yet expired. Thus.00 to its initialestablishment. It would be incorrect to state that if a partner does not assert hisrights anytime within ten years from the start of operations. Theprivate respondent's cause of action is premised upon the failure of the petitioner to give him theagreed profits in the operation of Sun WahPanciteria. ET AL. Court of Appeals. Failure to comply therewith. Accordingly.grave abuse of discretionamounting to lack or excess of jurisdiction was committed by thetrial court in issuing the questioned orders denying petitioner'smotions to dismiss. Sta. through informed and practical estimation. Manila.
. providedthe applicable prescriptive or reglementary period has not yetexpired. Hence. a deferment of sharingin the profits is perfectly plausible. wasestablished sometime in October. As stated by the respondent. Ruling: The instant petition is dismissed and the SC remanded the case tothe court of origin.
The two separate obligations were consolidated in aninstrumentexecuted by the partnership and Tan Sin An. and bothagreeing to divide the profits between themselves. including ½ of the profits received by the defendant from the years 1913-1919 The defendant alleges that "the formation of the supposed partnership between the plaintiff andthe defendant for the exploitation of the aforesaid fish pond was not carried into effect.B. becameindi Chai Pin to retain control of thepartnership properties from 1942 to 1949. December 10. L-11840. alienate and convey properties ofthe partnership as well asobtain loans as he maydeem advisable for the best interest of the co the GPA. BALBINO DEQUILLA. Repeated demandsforpaymentwere made by BancoHipotecario on thepartnership and on Tan Sin An which was initiallypaid by Yutivoand Co. Kong Chai Pin filed apetitionwith the probate court for authority to sell allthe 49 parcels of land to Washington Sycip and BettyLeefor the purpose primarily of settling the aforesaiddebts of her husband and the partnership.
thefirmnotwithstanding the death of one of the partners. FACTS:Tan Sin An and Antonio Goquiolay enteredinto a general commercial partnership which was tolast for 10years for the purpose of dealing in realestate. J.Th e d ecea sed left a will in on e of th e clau ses of wh ich sh e ap p ointed Domin go Bearn ez.Whether or not Kong Chai Pin acquired the managerialrights of her late husband Tan Sin An2. and Perpetua Bearneza formed apartnership for the purpose of exploiting a fish pond with Perpetua obligating herself to contributeto the payment of the expenses of the business. theheir of the deceased. which obligation she made good. The downpaymentfor the 46 parcels of landwas advanced by Yutivo and Co.and of transfercovering said 49 parcels of land. with the power to bind itwith propercontracts. The courtordered the execution of deed of sale in favor of Sycip and Lee in consideration of P37. The complaint wasdismissed by thelower court and appeal was directly taken to the SCbyGoquiolay.. No. thepartnership through Tan Sin An purchased 3 parcelsof land which was mortgaged to LaUrbana Sociedadand another 46 parcels of land which whichwerepurchased by Tan Sin An in hisindividual capacity." and further averred that the right of the plaintiff had already prescribed
. in lieu of thelate Tan Sin An. which they had been doing until the death of the said Perpetua in the year 1912. and Sing Yee Cuan and Co. Balbino Dequilla. Co. theother general partner recognizedher as a generalpartner. by never repudiatingorrefusing to be bound under said provision.the surviving partner Goquiolay filed a petition to set aside thedecision of the probate court and annulthe sale ofthe parcels of land by Kong Chai Pin in favor of Sycipand Lee and their subsequent conveyancein favor ofInsularDevt. in so far as the 3 lots owned by thepartnership is concerned.R. and is now in estoppel to deny her positionas a general partner. plaintiff-appelle. Now Yutivo and Sing Yee CuanCompany filed their claims in the intestateproceedings of Tan Sin An.Upon learning the sale. sell.vs. By authorizing the widow of the managingpartner to manage partnershipproperty (which alimited partner could not be authorized to do). with authorityto administerand alienate partnership property. Whether or not there was a valid sale of property to Sycip andLeeHELD:1. The provision in thearticles of partnership stating that the deceasedpartner shall be represented by his heirs could nothave referred tothe managerial rights given to TanSin An but it more appropriately relates to thesuccession in thepropriety interest of each partner(heir becomes limited partner only).Goquiolayis estopped from denying her legal representation ofthe partnership.whereby the entire 49 lots were mortgaged infavorof the BancoHipotecario de Filipinas (as successor toLa Urbana).L. Kong Chai Pinaverred thevalidity of the sale as successor partner. on accountof the plaintiff having refused to defray the expenses of reconstruction and exploitation of said fishpond. The agreement lodged upon Tan Sin An thesolemanagement of affairs of the the deceased partner shall berepresented attorney (GPA) was executed by Goquiolay infavor of Tan Sin An whichincluded buy. 1963REYES. ISSUE:1. as her heir to succeed to all her rights and interests in the fish pond in question-Do min go Bearn ez th en in stitu ted an action to recover a p art of th e fish p ond b elon gin g to th e decedent. J.000.Facts: In the year 1903. the herein defendant.G. defendant-appellant. th e h erein plaintiff.The mortgage waseventually cancelled. The right of exclusive managementconferred upon demise.00 andassuming payment of the claims filed by Yutivo&Co.and assumed mortgaged debt thereon.
wh ich u p to th e p resen t h as n ot b een effected . the partnership bond having beendissolved. the land on which the fish pond was constructed did not constitute part of thesubject-matter of the partnership This partnership was dissolved by the death of Perpetua Bearneza o Neither can it be maintained that the partnership continued to exist after the death of Perpetua. its su b seq u en t legal status was that of a partnership in liquidation. nor the plaintiff individually. if any. it having had for its subject-matter a specifiedthing. makes reference to the fish pond.and therefore no new contract of partnership existedThe decision is hereby REVERSED. the exploitation of the aforementioned fish pond-Alth ou gh . th e d efen d an t.
. were those resulting from the said liquidation in favor of the deceasedpartner. took any action in response to that requirement. It is true that the latter's act in requiring the heirs of Perpetua to contribute to thepayment of the expenses of exploitation of the aforesaid fishing industry was an attempt tocontinue the partnership. it cannot be said that the partnership continued between the plaintiff and thedefendant. inasmuch as it does not appear that any stipulation to that effect has ever beenmade by her and the defendant. and nothing more Before th is liq u id ation is mad e." this referencecannot be held to include the land on which the said fish pond was built-It h as n ot b een p roven that Bearn eza p articipated in th e own ersh ip of th e said lan d o Therefore." or "your fish pond.Th e p artn ersh ip h avin g b een d issolved b y th e d eath of Perp etu a Bearn eza.Judgment was then rendered declaring the plaintiff owner of one-half of the fish pond but withoutmay awarding him any damages. the deceased had. and the only rights inherited by her testamentaryheir. it not being known whether the deceased still had any interest in thepartnership property which could have been transmitted by will to the plaintiff Furthermore. calling it "our.Th ere is n o su ffici en t grou n d for h old in g th at a commu n ity of p rop erty existed b etween th e p lain tiff and the defendant. nor made any promise to that effect. it is imp ossib le to determine what rights or interests. as th e trial cou rt says in its d ecision . the herein plaintiff. but it is also true that neither the said heirs collectively.F r o m t h i s j u d g m e n t t h e d e f e n d a n t a p p e a l s Issue/Held: W/N the plaintiff has any right to maintain an action for recovery of the said one-half of the fishpond / NONERatio: The partnership formed was a particular partnership. in h is letters to Perp etu a or h er husband.