Feu Leung vs Intermediate Appellate Court Facts: The Sun WahPanciteria, a restaurant, located at Florentino Torres Street, Sta

. Cruz, Manila, was established sometime in October, 1955. It was registered as a single proprietorship and its licenses and permits were issued to and in favor of petitioner Dan Fue Leung as the sole proprietor. Respondent Leung Yiu adduced evidence during the trial of the case to show that Sun WahPanciteria was actually a partnership and that he was one of the partners having contributed P4,000.00 to its initial establishment. Issue: whether or not the private respondent is a partner of the petitioner in the establishment of Sun WahPanciteria.

Held: private respondent is a partner of the petitioner in Sun WahPanciteria. The requisites of a partnership which are 1) two or more persons bind themselves to contribute money, property, or industry to a common fund; and 2) intention on the part of the partners to divide the profits among themselves have been established. As stated by the respondent, a partner shares not only in profits but also in the losses of the firm. If excellent relations exist among the partners at the start of business and all the partners are more interested in seeing the firm grow rather than get immediate returns, a deferment of sharing in the profits is perfectly plausible. It would be incorrect to state that if a partner does not assert his rights anytime within ten years from the start of operations, such rights are irretrievably lost. The private respondent's cause of action is premised upon the failure of the petitioner to give him the agreed profits in the operation of Sun WahPanciteria. In effect the private respondent was asking for an accounting of his interests in the partnership.

Heirs of tan engkeevsca


Following the death of Tan EngKee on September 13, 1984, MatildeAbubo, the common-law spouse of the decedent, joined by their children Teresita, Nena, Clarita, Carlos, Corazon and Elpidio, collectively known as herein petitioners HEIRS OF TAN ENG KEE, filed suit against the decedent's brother TAN ENG LAY on February 19, 1990. The complaint,3 was for accounting, liquidation and winding up of the alleged partnership formed after World War II between Tan EngKee and Tan Eng Lay. On March 18, 1991, the petitioners filed an amended complaint4 impleading private respondent herein BENGUET LUMBER COMPANY, as represented by Tan Eng Lay. The amended complaint was admitted by the trial court in its Order dated May 3, 1991.5 The amended complaint principally alleged that after the second World War, Tan EngKee and Tan Eng Lay, pooling their resources and industry together, entered into a partnership engaged in the business of selling lumber and hardware and construction supplies. They named their enterprise "Benguet Lumber" which they jointly managed until Tan EngKee's death. Petitioners herein averred that the business prospered due to the hard work and thrift of the alleged partners. However, they claimed that in 1981, Tan Eng Lay and his children caused the conversion of the partnership "Benguet Lumber" into a corporation called "Benguet Lumber Company." The incorporation was purportedly a ruse to deprive Tan EngKee and his heirs of their rightful participation in the profits of the business. Petitioners prayed for accounting of the partnership assets, and the dissolution, winding up and liquidation thereof, and the equal division of the net assets of Benguet Lumber. Issue: whether Tan EngKee and Tan Eng Lay were partners in Benguet Lumber

Held: In order to constitute a partnership, it must be established that (1) two or more persons bound themselves to contribute money, property, or industry to a common fund, and (2) they intend to divide the profits among themselves.15 The agreement need not be formally reduced into writing, since statute allows the oral constitution of a partnership, save in two instances: (1) when immovable property or real rights are contributed,16 and (2) when the partnership has a capital of three thousand pesos or more.17 In both cases, a public instrument is required.18 An inventory to be signed by the parties and attached to the public instrument is also indispensable to the validity of the partnership whenever immovable property is contributed to the partnership. The best evidence would have been the contract of partnership itself, or the articles of partnership but there is none. The evidence presented by petitioners falls short of the quantum of proof required to establish a partnership. Unfortunately for petitioners, Tan EngKee has passed away. Only he, aside from Tan Eng Lay, could have expounded on the precise nature of the business relationship between them. In the absence of evidence, we cannot accept as an established fact that Tan EngKee allegedly contributed his resources to a common fund for the purpose of establishing a partnership. We conclude that Tan EngKee was only an employee, not a partner.

101.70. In due course. However. the petitioners were required to pay the deficiency income tax assessed. Plana. The corresponding capital gains taxes were paid by petitioners in 1973 and 1974 by availing of the tax amnesties granted in the said years. the respondent court by a majority decision of March 30.1970. 3045. In a reply of August 22. and on May 28. The first two parcels of land were sold by petitioners in 1968 toMarenir Development Corporation.D.224. in a letter dated March 31. 2 affirmed the decision and action taken by respondent commissioner with costs against petitioners Issue: . No. Petitioners protested the said assessment in a letter of June 26. petitioners were assessed and required to pay a total amount of P107. et al.00 in the sale made in 1970. petitioners as co-owners in the real estate transactions formed an unregistered partnership or joint venture taxable as a corporation under Section 20(b) and its income was subject to the taxes prescribed under Section 24. 1979 of then Acting BIR Commissioner Efren I. 1966. 1965.70 as alleged deficiency corporate income taxes for the years 1968 and 1970. 1979 asserting that they had availed of tax amnesties way back in 1974. while they realized a net profit of P60. Petitioners realized a net profit in the sale made in 1968 in the amount of P165. they bought another three (3) parcels of land from Juan Roque. respondent Commissioner informed petitioners that in the years 1968 and 1970. Hence. 23. as amended. by petitioners relieved petitioners of their individual income tax liabilities but did not relieve them from the tax liability of the unregistered partnership. and that the availment of tax amnesty under P. petitioners bought two (2) parcels of land from Santiago Bernardino. while the three parcels of land were sold by petitioners to Erlinda Reyes and Maria Samson on March 19. 1987.PascualVs Commissioner of Internal Revenue Facts: On June 22. 1979.000. Petitioners filed a petition for review with the respondent Court of Tax Appeals docketed as CTA Case No. both of the National Internal Revenue Code 1 that the unregistered partnership was subject to corporate income tax as distinguished from profits derived from the partnership by them which is subject to individual income tax.

and the freedom of each party to transfer or assign the whole property.owners and paid their capital gains taxes on their net profits and availed of the tax amnesty thereby. there is clear evidence of co-ownership between the petitioners. as the respondent commissioner proposes. the existence of a juridical personality different from the individual partners. Abad Santos Facts: A co-partnership was formed under the name of Evangelista & Co. The two isolated transactions whereby they purchased properties and sold the same a few years thereafter did not thereby make them partners. Under the circumstances. Held: In the present case. . She subsequently filed a suit against the partnership to pay her the share of the profits owing to her. Issue: W/N Abad Santos is a partner? Held: Yes. There must be a clear intent to form a partnership. property or industry to a common fund. They shared in the gross profits as co. Evangeslista and Co. Its articles of copartnership was later on amended to include Estrella Abad Santos (a judge in a City Court in Manila) as an industrial partner. they cannot be considered to have formed an unregistered partnership which is thereby liable for corporate income tax. The partners denied that Abad Santos was an industrial partner and that the articles of co-partnership do not express the true agreement of the parties and that Abad Santos was a mere profit sharer. There is no adequate basis to support the proposition that they thereby formed an unregistered partnership.distinction between co-ownership and an unregistered partnership or joint venture for income tax purposes is the issue in this petition. and that they intended to divide the profits among themselves. The sharing of returns does not in itself establish a partnership whether or not the persons sharing therein have a joint or common right or interest in the property. Respondent commissioner and/ or his representative just assumed these conditions to be present on the basis of the fact that petitioners purchased certain parcels of land and became coowners thereof. vs. She alleged that the partnership is paying dividends to the partners except her. In the present case. not a partner. there is no evidence that petitioners entered into an agreement to contribute money. Abad Santos is a partner.

Even if it were erroneous. The SC held that such allegation has no merit because Santos complied with her obligation to the partnership.The partners are estopped from denying the articles of partnership because they admitted its genuiness and due execution. Such failure shows their assent to the said articles. she cannot be an industrial partner since industrial partners aer not allowed to engage in another business or profession. . they failed to assail it for 8 years. This shows that the argument of engaging in another profession is a mere afterthought and that the partnership actually allowed Santos to exercise her profession. the partners alleged that being a judge. The partners also failed to exercise their right of exclusion for 9 years. In addition.

Industrial partners must be included in the phrase all the partners There is no injustice in imposing this liability upon the industrial partners. Emilio Muñoz. . Therefore. They have a voice in the management of the business. are liable personally and in solidum with all their property for the results of the transactions made in the name and for the account of the partnership. He contributed as much as did the other industrial partner. the defendants Francisco Muñoz. Article 127 of the Code of Commerce is as follows: All the members of the general copartnership.CompanaMaritima vs. 1905. nor is there anything which says that the capitalist partners shall be the only general partners.30 with interest at the rate of 8 per cent per annum from March 31. Plaintiff appealed.828. Rafael Naval. Emilio Muñoz. under the signature of the latter. 1905. Emilio is also an industrial partner. and in favor of the plaintiff and against the defendant partnership. and Francisco Muñoz form the sum of P26. if no manager has been named in the articles. with interest and costs. Francisco was a capitalist partner and Emilio and Naval were industrial partners. he is liable. Judgment was rendered acquitting Emilio Muñoz and Rafael Naval of the complaint. The law does not make any distinction in the liability of a general partner and an industrial partner. On March 31. as stated also in the articles of the partnership. be they or be they not managing partners of the same.30. It is admitted that if in this case there had been a capitalist partner who had contributed only P100 he would be liable for this entire debt of P26. and by a person authorized to make use thereof. thus. There is nothing in the code which says that the industrial partners shall be the only general partners. and Rafael Naval formed on ordinary general mercantile partnership under the name of Francisco Muñoz & Sons for the purpose of carrying on the mercantile business in the Province of Albay which had formerly been carried on by Francisco Muñoz. It cannot be sustained that Emilio Munoz contributed nothing to the partnership.828. also a general partner. and Rafael Naval to recover the sum of P26. Munoz The Maritima brought this action in the CFI of Manila against the partnership of Franciso Muñoz & Sons.000. Francisco Muñoz & Sons. and against Francisco Muñoz. Issue: W/N Emilio Munoz is liable to third persons? Held: Yes. they share in the profits and as to third persons it is no more than right that they should share in the obligations. and costs.

Marcelo Barba. private respondents executed a document declaring they were members of the firm La Protectora and they grant to its president full authority "in the name and representation of said partnership to contract for the purchase of two automobiles" in obedience to the requirements of subsection 2 of article 1697 of the Civil Code.500. But in addition to this he is shown to have been in fact the president or manager. but it results from this article. and they do not in any sense constitute an obligation directly binding on the four appellants. It is true that article 1698 of the Civil Code declares that a member of a civil partnership is not liable in solidum with his fellows for its entire indebtedness. . La Protectora In 1913. and there can be no doubt that he had actual authority to incur this obligation. if any. Before purchase of the trucks.Bachrach vs. Ilocos Norte. a civil partnership named La Protectora was formed by defendants for the purpose of engaging in the business of transporting passengers and freight at Laoag. He paid the sum of 3. and for the balance executed promissory notes representing the deferred payments. In order to provide the enterprise with means of transportation. The business conducted under the name of "La Protectora" was evidently that of a civil partnership. The promissory notes constitute the obligation exclusively of "La Protectora" and of Marcelo Barba. was made with regard to the form of management. 1913. Their liability is based on the fact that they are members of the civil partnership and as such are liable for its debts. is fully established by the document executed by appellants upon June 12. Issue: W/N promissory notes were binding against La Protectora and private respondents? Held: Yes. M. for the purpose of evidencing the authority of Marcelo Barba to bind the partnership by the purchase. The transaction by which Barba secured these trucks was in conformity with the tenor of this document. negotiated the purchase of two automobile trucks from E. for the agree price of P16. The authority of Marcelo Barba to bind the partnership. There is no proof in the record showing what the agreement.000 in cash. Under these circumstances it is declared in article 1695 of the Civil Code that all the partners are considered agents of the partnership. The document in question was delivered by him to Bachrach at the time the automobiles were purchased. Barba therefore must be held to have had authority to incur these expenses. Bachrach. in the purchase of the trucks. acting as manager. that each is liable with the others for his aliquot part of such indebtedness. binding. in connection with article 1137 of the Civil Code.

00 to Galan petitioner demanded that said amount be paid to him by respondents under the terms of the written contract between the petitioner and respondent company. shall be liable prorate with all their property and after all the partnership assets have been exhausted. for the contracts which may be entered into the name and fm the account cd the partnership. agreed to give petitioner the amount of P7. Co.000.000.". Tropical Commercial. Petitioner undertook the construction at his own expense completing it prior to the March 16. under its signature and by a person authorized to act for the partner-ship. ISSUE Whether or not there existed a partnership between Celestino Galan and Elmo Muñasque HELD While it is true that under Article 1816 of the Civil Code. a third person who transacted with said partnership can hold the partners solidarily liable for the whole obligation if the case of the third person falls under Articles 1822 or 1823. under the terms of the contract..00.ELMO MUÑASQUE vs. the Court of Appeals affirmed the judgment of the trial court with modifications as to amount. aresolidarily liable. 1967.00 not to the plaintiff but to a stranger to the contract. Galan. who in good faith relied upon the authority of a partner. the amount of P6.. because the law protects him. (Tropical) and Ramon Pons. Tropical and/or Pons delivered a check for P7.. while the liability of the partners are merely joint in transactions entered into by the partnership.000." In short. that Tropical. that by virtue of his having introduced the petitioner to the employing company (Tropical). whether such authority is real or apparent. who succeeded in getting petitioner's indorsement on the same check persuading the latter that the same be deposited in a joint account. FACTS Petitioner Elmo Muñasque filed a complaint for payment of sum of money and damages against respondents Celestino Galan. that on January 9. as well as the legal entity which is the partnership. COURT OF APPEALS. Galan would receive some kind of compensation in the form of some percentages or commission. 1967 deadline. Inc.00 soon after the construction began and thereafter. including industrial ones."All partners. The trial court rendered judgment in favor of defendant.00 every fifteen (15) days during the construction to make a total sum of P25.000. The obligation is solidary.that because of the unauthorized disbursement by respondents Tropical and Pons of the sum of P13. . this provision should be construed together with Article 1824 which provides that: "All partners are liable solidarily with the partnership for everything chargeable to the partnership under Articles 1822 and 1823. That is why under Article 1824 of the Civil Code all partners.CELESTINO GALAN TROPICAL COMMERCIAL COMPANY and RAMON PONS. On appeal. whether innocent or guilty. alleging that the petitioner entered into a contract with respondent Tropical through its Cebu Branch Manager Pons for remodelling a portion of its building without exchanging or expecting any consideration from Galan although the latter was casually named as partner in the contract.000. In the case at bar the respondent Tropical had every reason to believe that a partnership existed between the petitioner and Galan and no fault or error can be imputed against it for making payments to "Galan and .

INC. Four hundred pieces of floats worth P68. 1990. This is even more true in the cases of Cebu Southern Hardware and Blue Diamond Glass Palace who supplied materials on credit to the partnership. Metro Manila. HELD The facts as found by the two lower courts clearly showed that there existed a partnership among Chua.045. it is but fair that the consequences of any wrongful act committed by any of the partners therein should be answered solidarily by all the partners and the partnership as a whole However. private respondents filed a collection suit against Chua. failed to pay for the fishing nets and the floats. They claimed that they were engaged in a business venture with Petitioner Lim Tong Lim. on the allegation that "Ocean Quest Fishing Corporation" was a nonexistent corporation as shown by a Certification from the Securities and Exchange Commission. the trial court rendered its Decision. ISSUE Whether by their acts. ruling that Philippine Fishing Gear Industries was entitled to the Writ of Attachment and that Chua. In their Compromise Agreement. hence. as between the partners Muñasque and Galan. These boats. as general partners. LIM TONG LIM vs PHILIPPINE FISHING GEAR INDUSTRIES. were jointly liable to pay respondent. On November 18. From the factual findings of both lower courts. the lower court issued a Writ of Preliminary Attachment. for the purchase of fishing nets of various sizes from the Philippine Fishing Gear Industries. 5 On September 20. Galan was a true partner with real authority to transact on behalf of the partnership with which it was dealing. as it was satisfactorily established that Galan acted in bad faith in his dealings with Muñasque as a partner.35 million. The total price of the nets amounted to P532. FACTS On behalf of "Ocean Quest Fishing Corporation. Yao and Petitioner Lim Tong Lim with a prayer for a writ of preliminary attachment. Inc. financed by a loan secured from Jesus Lim who was petitioner's brother.Associates" and delivering the same to Galan because as far as it was concerned. Navotas. Yao and Lim. 1992. who however was not a signatory to the agreement. Chua and Yao could be deemed to have entered into a partnership. . it is clear that Chua. Lim." Antonio Chua and Peter Yao entered into a Contract dated February 7.000 were also sold to the Corporation. which they started by buying boats worth P3. however. the CA held that petitioner was a partner of Chua and Yao in a fishing business and may thus be held liable as a such for the fishing nets and floats purchased by and for the use of the partnership. In affirming the trial court. pursuant to Article 1767 of the Civil Code. (herein respondent). Thus. The suit was brought against the three in their capacities as general partners. which the sheriff enforced by attaching the fishing nets on board F/B Lourdes which was then docked at the Fisheries Port. 1990. 4 The buyers.justice also dictates that Muñasque be reimbursed by Galan for the payments made by the former representing the liability of their partnership to herein intervenors. Yao and him. and to divide equally among them the excess or loss. Yao and Lim had decided to engage in a fishing business. they subsequently revealed their intention to pay the loan with the proceeds of the sale of the boats.

L-11840.B. but also to that of the nets and the floats. Repeated demandsforpayment were made by BancoHipotecario on thepartnership and on Tan Sin An which was initiallypaid by Yutivo and Co. That the parties agreed that any loss or profit from the sale and operation of the boats would be divided equally among them also shows that they had indeed formed a partnership. No. Now Yutivo and Sing Yee . ANTONIO C. 1963 REYES. and they agreed that the proceeds from the sales and operations thereof would be divided among them. It would have been inconceivable for Lim to involve himself so much in buying the boat but not in the acquisition of the aforesaid equipment. it is clear that there was. They further agreed upon that in the event of the death of any of the partners at any timebefore the expiration of the term. A general power of attorney (GPA) was executed by Goquiolay in favor of Tan Sin An whichincluded buy. it could be an intangible like credit or industry.and assumed mortgaged debt thereon. vs. which constituted the main assets of the partnership. alienate and convey properties ofthe partnership as well as obtain loans as he maydeem advisable for the best interest of the co partnership. J. a partnership engaged in the fishing business. Chua and Yao. J. The fishing nets and the floats. among petitioner. it is clear that the partnership extended not only to the purchase of the boat. thepartnership through Tan Sin An purchased 3 parcelsof land which was mortgaged to La Urbana Sociedadand another 46 parcels of land which whichwerepurchased by Tan Sin An in his individual capacity.R. ET AL. The two separate obligations were consolidated in an instrumentexecuted by the partnership and Tan Sin An. Moreover. has no voice or participationin the management of the affairs of the co partnership. fell under the term "common fund" under Article 1767. without which the business could not have proceeded. With the authority of the GPA. both essential to fishing.the purchase and the repair of which were financed with borrowed money. The downpaymentfor the 46 parcels of land was advanced by Yutivo and Co.The mortgage waseventually cancelled. December 10. the co partnership shall not be dissolved but will have to becontinued and the deceased partner shall berepresented by his heirs or assigns in the said co partnership. The agreement lodged upon Tan Sin An thesole management of the partnership affairs and hisco partner.whereby the entire 49 lots were mortgaged in favorof the BancoHipotecario de Filipinas (as successor toLa Urbana). GOQUIOLAY. G. sell. were obviously acquired in furtherance of their business. and Sing Yee Cuan and Co. They purchased the boats.WASHINGTON Z. Goquiolay. ET AL. FACTS: Tan Sin An and Antonio Goquiolay enteredinto a general commercial partnership which was tolast for 10 years for the purpose of dealing in realestate. SYCIP. Given the preceding facts..L. The contribution to such fund need not be cash or fixed assets.

Goquiolayis estopped from denying her legal representation ofthe partnership. Co. was a mere personal right thatterminated upon Tan s demise. Whether or not there was a valid sale of property to Sycip andLee HELD: 1. 2.R. BELO vs. Co.CuanCompany filed their claims in the intestateproceedings of Tan Sin An. COURT OF APPEALS and NENITA A. MARJORIE TOCAO and WILLIAM T. October 4. No. Kong Chai Pin averred thevalidity of the sale as successor partner. and is now in estoppel to deny her positionas a general partner. Sycip and Lee executed infavor of the Insular Dev t. 127405. a deed of transfercovering said 49 parcels of land. theheir of the deceased. Kong Chai Pin filed apetition with the probate court for authority to sell allthe 49 parcels of land to Washington Sycip and BettyLee for the purpose primarily of settling the aforesaiddebts of her husband and the partnership. The court ordered the execution of deed of sale in favor of Sycip and Lee in consideration of P37.000. However. ISSUE: 1. becameindividual partner with Goquiolay upon Tan s demise. being premised upontrust and confidence.Upon learning the sale. with authority to administerand alienate partnership property. in so far as the 3 lots owned by thepartnership is concerned. Later. By authorizing the widow of the managingpartner to manage partnership property (which alimited partner could not be authorized to do). the surviving partner Goquiolay filed a petition to set aside thedecision of the probate court and annul the sale ofthe parcels of land by Kong Chai Pin in favor of Sycipand Lee and their subsequent conveyance in favor ofInsularDevt. with the power to bind it with propercontracts. theother general partner recognized her as a generalpartner. ANAY G. by never repudiating orrefusing to be bound under said provision. The right of exclusive managementconferred upon Tan Sin An. 2000 .By allowing Kong Chai Pin to retain control of thepartnership properties from 1942 to 1949.and Sing Yee Co. The complaint was dismissed by thelower court and appeal was directly taken to the SCbyGoquiolay. in lieu of thelate Tan Sin An. consonant with the articles of co partnership providing for the continuation of the firmnotwithstanding the death of one of the partners.Whether or not Kong Chai Pin acquired the managerialrights of her late husband Tan Sin An 2. The provision in thearticles of partnership stating that the deceasedpartner shall be represented by his heirs could nothave referred to the managerial rights given to TanSin An but it more appropriately relates to thesuccession in the propriety interest of each partner(heir becomes limited partner only).00 and assuming payment of the claims filed by Yutivo&Co.

The following year. 1987. They operated under the name of Geminesse Enterprise. Nenita A. Anay. that Marjorie Tocao had barred her from holding office and conducting demonstrations in both Makati and Cubao offices. marketing manager. 1988. Instead. Belo explained to her that said commission was apart from her (10%) share in the profits.S.300. and Anay as head of the marketing department and later. then the vice-president for operations of Ultra Clean Water Purifier.360. a manufacturer of kitchen wares in Wisconsin. she did not receive the same commission although the company netted a gross sales of P13. 1987. The cookware business took off successfully. Hence. Anay learned that Marjorie Tocao had signed a letter addressed to the Cubao sales office to the effect that she was no longer the vice-president ofGeminesse Enterprise. FACTS: Private respondent Nenita A. Anay filed a complaint for sum of money with damages against Marjorie D. as marketing adviser of Technolux in Bangkok. Tocao and William Belo before the RTC of Makat ISSUE: Whether or not the plaintiff was an employee or partner of Marjorie Tocao and Belo HELD: . who conveyed her desire to enter into a joint venture with her for the importation and local distribution of kitchen cookwares. Anay organized the administrative staff and sales force while Tocao hired and fired employees. a sole proprietorship registered in Marjorie Tocao s name. and assigned them to different branches. Belo. in the presence of Anay. Belo volunteered to finance the joint venture and assigned to Anay the job of marketing the product considering her experience and established relationship with West Bend Company.A.00. U. The following day. through her former employer in Bangkok. On October 7. J. Belo acted as capitalist. The parties agreed that Belo s name should not appear in any documents relating to their transactions with West Bend Company. Under the joint venture. Tocao as president and general manager. vicepresident for sales. they agreed to use Anay s name in securing distributorship of cookware from that company. Thailand met petitioner William T.YNARES-SANTIAGO. On October 9. she received a note from Lina T. Belo signed a memo entitling her to a (37%) commission for her personal sales "up Dec 31/87. Cruz. determined commissions and/or salaries of the employees. Belo introduced Anay to petitioner Marjorie Tocao.

The lower court ruled in favor of CSC. In the course of their dealings. were not mutually creditors and debtors of each other. petitioner refused to allow further withdrawals of sugar CSC thus inquired when it would be allowed to withdraw the remaining 23. That same day. J.. petitioner and CSC. petitioner issued several Shipping List/Delivery Receipts (SLDRs) to STM as proof of purchases. FACTS: St. However. after 2.000 bags had been released. that petitioner had been paid for the sugar purchased under SLDR No.000 bags of sugar. 1989. On October 25. 117356. (VMC). 2000 QUISUMBING. Inc. INC.000 bags. . vs. June 19. Among these was 25. CSC wrote petitioner that it had been authorized by STM to withdraw the sugar on the latter s behalf. CSC filed a complaint for specific performance. Since said sugar had been fully paid for. 1214M was a separate and independent transaction. as assignee of STM. under the law. without being rebutted. COURT OF APPEALS and CONSOLIDATED SUGAR CORPORATION G.R. STM sold to private respondent Consolidated Sugar Corporation (CSC) its rights to the said bags of sugar.Petitioners admit that private respondent had the expertise to engage in the business of distributorship of cookware. Petitioner clearly had the obligation to deliver said commodity to STM or its assignee. No. Petitioner replied that it could not allow any further withdrawals of sugar because STM had already dwithdrawn all the sugar covered by the cleared checks. and single transaction HELD: The purchase of sugar covered by SLDR No. 1214M. Therese Merchandising (hereafter STM) regularly bought sugar from petitioner Victorias Milling Co.. independent. Evidence on record shows. ISSUE: Whether or not the transaction between petitioner and STM was a separate. Private respondent CSC surrendered SLDR to the petitioner's NAWACO warehouse and was allowed to withdraw sugar. Private respondent contributed such expertise to the partnership and hence.. it was not a serial part of a single transaction or of one account contrary to petitioner's insistence. she was the industrial or managing partner. AGENCY VICTORIAS MILLING CO.

as executrix of her will. RemediosMuyot. the Cebreros registered the sale of the Sampaloc property to them and obtained TCT No. Issue: WON Attorney CelsoLaviña's authority as counsel for Carmen P. as Carmen's attorney. Josefina C. Manila. Muyot.LAVIÑA vs CA Facts: On April 6. she thumbmarked a "REVOCATION OF DONATION" before Notary Public. On January 24. Josefina filed a motion to disqualify him on the ground that his authority as counsel for Carmen was extinguished upon her death. executed a Last Will And Testament in which she bequeathed the same Sampaloc property to her cousin and companion.in-fact. Remedios C. Remedios was bereft of authority to represent Carmen. The donation was thumbmarked by Carmen before Notary Public and was accepted by the donee in the same instrument. Atty. 158305 in their names and Josefina filed a third party complaint to the Cebrero spouses. Rizal to Josefina. sold the Sampaloc property to Virgilio D. She named a friend. Muyot. Celso D. Josefina filed a complaint in the RTC of Manila against Carmen's estate and the Register of Deeds of Manila to annul the Deed of Revocation of alleging that the deed of revocation. hired Atty.fact was extinguished upon Carmen's demise as provided in Art. Thereupon. as her attomey-in-fact. De Garcia. Ruling: YES. who was already gravely ill with breast cancer. and willed a small 240-square-meter lot in Antipolo. 1983. Laviña. Carmen thumbmarked an "AFFIDAVIT OF DENIAL" repudiating the donation of the Sampaloc property to Josefina alleging that it was procured through fraud and trickery. Concepcion M. The next day. However. Laviña filed an Answer for the Estate and Muyot. The estate of a dead person may only be summoned through the executor or administrator of his estate for it is the executor or administrator who may sue or be sued and who may bring or defend actions for the recovery or protection of the property or rights of the deceased. 1983. Four months later. Civil Code. Cebrero. Thereafter. made only ten (10) days before Carmen's death. . was false and fictitious. however. Maria Carmen Gabriel y Paterno executed a donation mortis causa in favor of her widowed sister-in-law. 1984. Carmen executed a General Power of Attorney appointing Remedios M. Josefina registered an adverse claim on the title of the Sampaloc property based on the donation made in her favor. as Carmen's counsel. On November 29. RTC denied her motion. RemediosMuyot. Gabriel over a parcel of land with improvements in Sampaloc. The general power of attorney appointing Remedios as Carmen's agent or attorneyin. on a 30% contingent fee basis. as Carmen's attorney-in-fact. 1919[3]. Carmen passed away and the "REVOCATION OF DONATION" was registered. Gabriel was extinguished upon her death.On the same occasion. Carmen.

and Sampaguita Pictures. the employer-employee relationship was held to exist between the management and the workers. provide the transportation to and from the studio. It is well settled that "an employer-employee relationship exists where the person for whom the services are performed reserves a right to control not only the end to be achieved but also the means to be used in reaching such end. The film companies. The film companies summon the musicians to work. GreenValleyvs IAC Facts: . The decisive nature of said control over the "means to be used". nor the musicians playing it.Carmen's death likewise divested Attorney Laviña of authority to represent her as counsel. by reason of said control. Said musical directors control neither the music to be played. who had. which has not appealed. Inc. and exercise. in which. the order appealed from is hereby affirmed. It is so ordered. certifying the Philippine Musicians Guild (FFW).. as well as with the Premiere Productions. Inc. The aforementioned control over the means to be used" in reading the desired end is possessed and exercised by the film companies over the musicians in the cases before us. The film companies furnish meal at dinner time. seek a review by certiorari of an order of the Court of Industrial Relations thereof. fix the date. as the sole and exclusive bargaining agency of all musicians working with said companies. through the musical directors. with costs against petitioners herein. not the musical directors. Issue: WON the Guild has the sole and exclusive bargaining agency of all musicians Ruling: The musical directors referred to have no such control over the musicians involved in the present case. notwithstanding the intervention of an alleged independent contractor. Inc. the power to hire and fire said workers. Musicians Guild Facts: Petitioners herein. The film companies. LVN Pictures. LVN Pictures vs Phil. through the musical directors. WHEREFORE. the time and the place of work. A dead client has no personality and cannot be represented by an attorney.

sell on credit. which may result from such sale. Should he do so. without the express or implied consent of the principal. executed a deed of sale of a parcel of land in favor of SerafinTeves stipulating that the vendors could repurchase the land within a period of 18 months from the date of the sale and that the vendors would remain in possession of the land as lessees for a period of 18 months subject to the such terms and conditions. the power "to lease. 1969. It reads: Art. and under such covenants as he shall think fit. release. convey and sell. the liability of Green Valley is indubitable. as a non-exclusive distributor for Squibb Veterinary Products. it is liable because it sold on credit without authority from its principal. part or any of the properties . Inc. chanroblesvirt ualawli brarychanrobles vi rtual law library SO ORDERED. For goods delivered to GreenValley but unpaid.R. .On November 3. in his capacity as attorney-in-fact. Green Valley Poultry & Allied Products. Inc. Issue: WON the Court of Appeals erred in ruling in favor of Squibb for suit of collection Ruling: Whether viewed as an agency to sell or as a contract of sale. Squibb and GreenValley entered into a letter agreement which E." Marcelino Amigo. will be entitled to a discount Prices are subject to change without notice. The Civil Code has a provision exactly in point. Squibb & Sons Philippine Corporation is pleased to appoint Green Valley Poultry & Allied Products. WHEREFORE. transfer. among others. upon such terms and conditions. Marcelino Amigo. bargain. the judgment of the defunct Court of Appeals is affirmed with costs against the petitioner. Hence. The trial court as aforesaid gave judgment in favor of Squibb which was affirmed by the Court of Appeals. the petition is hereby dismissed. but the commission agent shall be entitled to any interest or benefit. The commission agent cannot. remise. the principal may demand from him payment in cash. Amigo vsTeves Facts: Amigo and Cagalitan executed in favor of their son. mortgage and hypothecate. Adopting GreenValley's theory that the contract is an agency to sell. let. . this appeal. 1905. As a distributor. a power of attorney granting to the latter. Squibb filed suit to collect. .

The fact that the agent has acted in accordance with the wish of his principals can be inferred from their attitude in donating to the herein petitioners the right to redeem the land under the terms and conditions appearing in the deed of sale executed by their agent. . a supplementary contract was entered into among the Philippine National Bank. Therefore that this covenant regarding the lease of the land sold is germane to the contract of sale with pacto de retro. The lease that a vendor executes on the property may be considered as a means of delivery or by constitutumpossessorium. nor within the purview of. were brothers. the donees instituted the present action. Sr. In his lifetime. the SC find nothing unusual in the lease covenant embodied in the deed of sale for such is common in contracts involving sales of land withpacto de retro. the agent can act in the manner and with the same breath and latitude as the principal could concerning the property. as donees of the right to repurchase the land in question. Arboleda. Where the power granted to the agent is so broad that it practically covers the celebration of any contract and the conclusion of any covenant or stipulation. The bank then filed a foreclosure suit against the estate of Emilio represented by the administrator. Arboleda. Jose Escay. and so on. the administrator and Jose Escay. now both deceased. Atty. He died before he could pay his obligation with the bank which had mounted. and Atty. is ultra vires and null and void Ruling: No. This was agreed to by widow of Emilio. offered to repurchase the land from SerafinTeves but the latter refused on the ground that the ownership had already been consolidated in him as purchaser a retro. In the case at bar. SerafinTeves. Emilio mortgaged his properties now in question to PNB. Hence. under which Jose assumed the mortgage indebtedness of his deceased brother. Sr.. Pending the said suit. a contract hereafter referred to as original contract was entered among the PNB. When it was discovered that the original contract failed to state the transfer of the ownership of the properties in question to Jose Escay. Escayvs Court of Appeals Facts: Emilio and Jose Escay.The spouses Amigo and Cagalitan then donated to their sons Justino and Pastor Amigo several parcels of land including their right to repurchase the land in litigation. Issue: WON the lease covenant contained in the deed of sale withexecuted by Marcelino Amigo as attorney-in-fact is not germane to. Sr. in her own behalf and as guardian ad litem of their children. but not the rental for the subsequent semester.. the powers granted to said attorneyin-fact and. therefore. Justino and Pastor Amigo. executed an "Affidavit of Consolidation of Title" in view of the failure of the lessees to pay the rentals.. The vendorslessees paid the rental corresponding to the first six months. the vendee-lessor.

Sr. The evidence is clear that the original and supplementary contracts were the result of a series of negotiations by the testate estate of Emilio Escay through its Judicial Administrator and legal representative. No. and the respondents are duty bound to reconvey the properties whose right to recover the properties does not prescribe. CUAYCONG G. Upon his death. there was no trust relation that arose. 1936 without issue but with three brothers and a sister surviving him. the SC voted to dismiss the petitioners' petition for certiorari.. and deny their motion for reconsideration. in the case at bar. there was no fraud proven. and actions based on express trust also prescribe and the property held in trust may be acquired by adverse possession from the moment the trust is repudiated by the trustee. In any case. by fraudulent means. Roberto and the other children filed a complaint against Jose Escay.. The prescriptibility of an action for reconveyance based on implied or constructive trust. the Philippine National Bank. The widow of Emilio. Sr. and Atty. Sr.R. 1967 FACTS: Eduardo Cuaycong died on June 21. his properties were distributed to his heirs as he willed except two . the heirs represented by their guardian ad litem. its creditor. CUAYCONG v. Since there was no fraud.which was approved by the probate court. However. In conclusion. L-21616 December 11. Which the CA provisionally dismissed the petition. an implied trust was created between the testate estate of Emilio and Jose Escay. and the latter became the trustee of the properties in question in favor of the heirs of Emilio Escay as the cestuique trust. an express trust concerning an immovable cannot be proved by parole evidence. The defense of extinctive prescription is available to the respondents to defend themselves against the action for reconveyance brought by the petitioners. hence this appeal. Arboleda for the recovery of the ownership and possession of the properties in question. Issue: WON the holding of the propertied is implied or express trust for the heirs of Emilio Escay Ruling: Petitioners contend that since the titles over the properties in question were transferred to the name of Jose Escay. Express trusts prescribe 10 years from the repudiation of the trust. Petitioners also argue that the original contract and the supplementary contract created in their favor an express trust and since an action based on an express trust does not prescribe the right of petitioners to recover the properties in question. is now a settled question in this jurisdiction.

BELCODERO VS CA FACTS: Alayo D. Hacienda Bacayan is comprised of eight lots in the name of Luis Cuaycong. Bosing. a suit against Justo. AnastacioCuaycong. etc. married to Jose Betia. The trustor told the defendants of his intention to establish the trust. with whom he had three childrenIn 1946.. LinoCuaycong died and was survived with his children. Express trusts are those created by direct and positive acts of the parties. LuidCuaycong moved to dismiss the complaint on the grounds of unenforceability of the claim under statute of frauds. Luis and Benjamin Cuaycong for conveyance of inheritance and accounting before the CFI of Negros Occidental. the trust is express. HELD: There is an express trust. . Jesus. all surnamed Cuaycong. started to live with Josefa Rivera with whom he later begot one child. Josephine BosingBalcobero. and an implied trust as one that comes into being by operation of law. Implied trust on the other hand are those which. The surviving children of LinoCuaycong filed as pauper litigants. Plaintiff manifested that the claim was based on an implied trust and that there being no written instrument of trust.haciendas devoted to sugar and other crops the Hacienda Sta. all surnamed Betia. they could not amend the complaint to include such instrument. married Juliana Oday on 27 July 1927. he left the conjugal home. PraxedsCuaycong. is already deceased and is survived by her children Jose Jr. without being expressed are deducible from the nature of the transaction by operation of law as matters of equity. Cruz and Pusod both known as Hacienda Bacayan. Meltion and Basilisa died without any issue. The civil code defines an express trust as one created by the intention of the trustor or of the parties. independently of the particular intention of the parties. CFI ruled that the trust alleged refers to an immovable under Article 1443 of the Civil Code may not be proved by parole evidence. ISSUE: Whether or not the trust is express or implied. by some writing or deed or will or by words evidencing an intention to create a trust. If the intention to establish a trust is clear.. son of Justo Cuaycong. also deceased is survived by his children.

Alayo purchased a parcel of land on installment basis from the Magdalena Estate. Observe that the above adjudication would have exactly conformed with a partition in intestacy had they been the sole and and legitimate heirs of the decedent It was at the time that 'the adjudication of ownership was made following Alayo's demise (not when Alayo merely allowed the property to be titled in Josefa's name which clearly was not intended to be adversarial to Alayo's interest)." the common-law wife.00 consideration. he authorized the latter to transfer the lot in the name of his "wife Josefa R. Transfer Certificate of Title No. Josefa and Josephine executed a document of extrajudicial partition and sale of the lot in question. she and Josephine executed the deed of extrajudicial partition and sale in which she asserted a one-half (1/2) interest in the property in what may be described as her share in the "conjugal partnership" with Alayo. dated 06 October 1959.On 23 August 1949. Alayo's letter. THE ACTION FOR RECONVEYANCE IS BASED UPON AN IMPLIED OR CONSTRUCTIVE trust. unless it be proved that it pertains exclusively to the husband or to the wife. On 30 October 1980. "all property of the marriage is presumed to belong to the conjugal partnership. dated 06 October 1959. The notice of extrajudicial partition was published on 04-06 November 1970 in the Evening Post. simply because the property was titled in the name of Josefa at Alayo's request. More importantly. Inc.. Bosing. The trial court ruled in favor of the plaintiffs. that a constructive trust was deemed to have been created by operation of law under the provisions of Article 1456 of the Civil Code. . In a letter. a full "ownership" of the property." the last one-fourth (1/4) going to Josephine as the issue of the deceased. Inc. A few days later. along with her 1/4 interest as the surviving child of Alayo. In the deed.000. plus another one-fourth (1/4) interest as "surviving widow. Issue: WHETHER THE RESPONDENT COURT ERRED IN FINDING THAT. to Magdalena Estate. he indicated his civil status as. she implicitly recognized Alayo's ownership when. In this deed. Under both the new Civil Code (Article 160) and the old Civil Code (Article 1407). Ruling: The property remained as belonging to the conjugal partnership of Alayo and his legitimate wife Juliana. 48790 was issued in the name of "Josefa R.. Bosing. Josefa's supposed 1/2 interest as surviving spouse of Alayo. Alayo married Josefa even while his prior marriage with Juliana was still subsisting. on 24 October 1959. thereby completing for herself. Bosing On 06 June 1958. as well as her one-fourth (1/4) interest as heir. Inc. which he addressed to Magdalena Estate. and a new Transfer Certificate of Title was issued on 06 June 1974 in the name of Josephine." This presumption has not been convincingly It cannot be seriously contended that." The final deed of sale was executed by Magdalena Estate. "married to Josefa R. merely authorized the latter to have title to the property transferred to her name. was conveyed to Josephine for a P10. The defendants went to the CA and affirmed the decision of the court ordering Josephine Bosing to execute a deed of reconveyance of the property granting the same to the legal heirs of the deceased Alayo D. the inheritance and estate taxes were paid. Inc.. The property unquestionably was acquired by Alayo. Alayo died on 11 march 1967. Juliana (deceased Alayo's real widow) and her 3 legitimate children filed with the court a quo an action for reconveyance of the property. Bosing. she should thereby be deemed to be its owner. On 17 September 1970. which was there described as "conjugal property" of Josefa and deceased Alayo. three years after the death of Alayo.

. But this rule applies only when the plaintiff is not in possession of the property. Heirs of joseolvigavsca petition to review the decision of the Court of Appeals in affirming the decision of the RTC of Calauag. Jose Olviga obtained a registered title for said lot in a cadastral proceeding. RULING: this Court has ruled a number of times before an action for reconveyance of a parcel of land based on implied or constructive trust prescribes in ten years. the point of reference being the date of registration of the deed of the date of the issuance of the certificate of title over the property. If the property is acquired through mistake or fraud. Without his application having been acted upon. Cornelio Glor and his family who were the real and actual occupants of the land. In said document. which in effect seeks to quiet title to the property. n the case at bar. the Bureau of Lands surveyed the same in 1956 in the name of Eutiquio. n 1960. Quezon ordering the defendants. GodofredoOlviga. heirs of Cornelia Glor the land in question was. When the area was released for disposition. in 1950. or whether the prescriptive period should be counted from the date plaintiffs acquired knowledge of said title sometime in 1988. Neither the homestead application of Eutiquio nor the proposed transfer of his rights to Cornelio Glor was acted upon by the Director of Lands for reasons that the records of the Bureau of Lands do not disclose. considered a trustee of an implied trust for the benefit of the person from whom the property comes. who in 1988 disturbed their possession. already prescribed. the person obtaining it is. heirs of Jose Olviga. to reconvey the land in dispute to the plaintiffs. still forest land when EutiquioPureza and his father cleared and cultivated it and introduced improvements to the land. in fraud of the rights of Pureza and his transferee. Their undisturbed possession gave them the continuing right to seek the aid of a court of equity to determine the nature of the adverse claim of petitioners. a son of Jose Olviga then living with the latter. does not prescribe. In 1967. by force of law. Pls-84 of the Guinayangan Public Land Subdivision. except the 1/2 hectare portion claimed by him (Godofredo) which was included in the survey of Pureza's Lot 13. since if a person claiming to be the owner thereof is in actual possession of the property. therefore. This protest is of public record in the Bureau of Lands. Eutiquio filed a homestead application over Lot 13. the right to seek reconveyance. GodofredoOlviga expressly admitted that the lot belonged to Eutiquio. Since then. private respondents and their predecessors-in-interest were in actual possession of the property since 1950. he transferred his rights in said lot to Cornelia Glor in 1961. Issue: whether their cause of action should be counted from the date of the issuance of the late Jose Olviga's title over said lot in 1967 and has. the land has been known as Lot 13. protested the survey but without respect to a 1/2-ha.Article 1456.

and relentlessly pursued his claim to the said area up to the Office of the DANR Secretary. Art. he filed a motion for reconsideration from the denial of the 3rd one. unlike a fishpond of the public domain the title to which remains in the Government. 1949 of Casteel to Felipe Deluao quoted inter alia on page 4 of our Decision). This explains. perhaps. The subject matter in the said case is a homestead which. the Bureau of Lands was not apprised of the joint tenancy between the parties and of their agreement to divide the homestead between them. was all that the appellee spouses did. Inescapably.Deluao vs. The appellees submit as their fourth proposition that there being no prohibition against joint applicants for a fishpond permit. however. no trust could have resulted because trust is founded on equity and can never result from an act violative of the law. He wanted to preclude subsequent applicants from entering and spreading themselves within the area applied for by him. the parties did not agree to purchase the fishpond. without the financial aid given by the Deluaos in the amount of P27. However. such as the statement in the application that it "is made for the exclusive benefit of the applicant and not. to the beneficial enjoyment of property the legal title to which is in another. leading this Court to state the possibility of nullification of said agreement if the Director of lands finds out that material facts set out in the application were not true. and while this was pending. he borrowed money from the Deluaos to finance needed improvements for the fishpond. ISSUE: won the agreement between casteel and deluao to acquire the fishpond in question resulted in a trust by operation of law RULING: A trust is the right. since we held as illegal the second part of the contract of partnership between the parties to divide the fishpond between them after the award. 1452. until it was finally awarded to him. 227) is inapplicable to the case at bar. by expanding his occupation thereof by the construction of dikes and the cultivation of marketable fishes. enforceable in equity. It is also noteworthy that in the said case. The appellant single-handedly opposed rival applicants who occupied portions of the fishpond area. is capable of being privately owned. the area would not have been awarded nor adjudicated to Casteel. no rights or obligations could have arisen therefrom.000. Casteel was the original occupant and applicant since before the last World War. the fact that Casteel and Deluao agreed to acquire the fishpond in question in the name of Casteel alone resulted in a trust by operation of law (citing art. Casteel FACTS: Nicanor Casteel filed a total of 4 fishpond applications for a big tract of swampy land inDavao. and even if they did. a fishpond of the public domain not being susceptible of private ownership. This. a fortiori. IV. such is prohibited by law. Civil Code) in favor of the appellees as regards their one-half interest. he filed a fourth application following the district forester of the Bureau of Lands advise to do so. There is here neither allegation nor proof that. In the case at bar. and was compelled by force of this circumstance to enter into the contract of partnership to divide the fishpond after the award (see letter dated November 15. either directly or . why the DANR Secretary did not find it equitable to award one-half of the fishpond to the appellee spouses despite their many appeals and motions for reconsideration. Thus. The foregoing is also one reason why Gauiran vs. After the first three having been unsuccessful. Sahagun (93 Phil. 1452 of the Civil Code does not support the appellees' stand because it contemplates an agreement between two or more persons to purchase property ² capable of private ownership ² the legal title of which is to be taken in the name of one of them for the benefit of all.

despite the presumed knowledge acquired by DANR administrative officials of the partnership to divide the fishpond between the parties. associations or partnerships. the latter's numerous appeals. motion for intervention and motions for reconsideration of the DANR Secretary's decisions in DANR cases 353 and 353-B. due largely to the reports made by the Deluaos." In the case at bar. for the benefit of any other person or persons. were all disregarded and denied. .indirectly. corporations.

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