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Aurelio and Eduardo are brothers.

In 1973, Aurelio alleged that Eduardo entered
into a contract of partnership with him. Aurelio showed as evidence a letter sent
to him by Eduardo that the latter is allowing Aurelio to manage their family
business (if Eduardo’s away) and in exchange thereof he will be giving Aurelio P1
million or 10% equity, whichever is higher. A memorandum was subsequently
made for the said partnership agreement. The memorandum this time stated
that in exchange of Aurelio, who just got married, retaining his share in the
family business (movie theatres, shipping and land development) and some
other immovable properties, he will be given P1 Million or 10% equity in all these
businesses and those to be subsequently acquired by them whichever is greater.
In 1992 however, the relationship between the brothers went sour. And so
Aurelio demanded an accounting and the liquidation of his share in the
partnership. Eduardo did not heed and so Aurelio sued Eduardo.
ISSUE: Whether or not there exists a partnership.
HELD: No. The partnership is void and legally nonexistent. The documentary
evidence presented by Aurelio, i.e. the letter from Eduardo and the
Memorandum, did not prove partnership.
The 1973 letter from Eduardo on its face, contains typewritten entries, personal
in tone, but is unsigned and undated. As an unsigned document, there can be no
quibbling that said letter does not meet the public instrumentation requirements
exacted under Article 1771 (how partnership is constituted) of the Civil Code.
Moreover, being unsigned and doubtless referring to a partnership involving
more than P3,000.00 in money or property, said letter cannot be presented for
notarization, let alone registered with the Securities and Exchange Commission
(SEC), as called for under the Article 1772 (capitalization of a partnership) of the
Code. And inasmuch as the inventory requirement under the succeeding Article
1773 goes into the matter of validity when immovable property is contributed to
the partnership, the next logical point of inquiry turns on the nature of Aurelio’s
contribution, if any, to the supposed partnership.
The Memorandum is also not a proof of the partnership for the same is not a
public instrument and again, no inventory was made of the immovable property
and no inventory was attached to the Memorandum. Article 1773 of the Civil
Code requires that if immovable property is contributed to the partnership an
inventory shall be had and attached to the contract.

However. 1949. 1949 Inocencia Deluao (wife of Felipe Deluao) as party of the first part. in the then sitio of Malalag. despite the finding made in the investigation of the above administrative cases. Casteel did not lose interest. Jesus Donesa. from the premises. Inocencia Deluao executed a special power of attorney in favor of Jesus Donesa On November 29. 1948.DELUAO v. Davao for 3 consecutive times because the Bureau of Fisheries did not act upon his previous applications. On the same date the above contract was entered into. Sometime in January 1951 Nicanor Casteel forbade Inocencia Deluao from further administering the fishpond. CASTEEL G. Casteel immediately filed a protest. Castro FACTS: In 1940 Nicanor Casteel unsuccessfully registered a fishpond in a big tract of swampy land. he sought financial aid from his uncle Felipe Deluao. No. Consequently. . and Nicanor Casteel as party of the second part. Deluao reiterated his claim over the same area in the two administrative cases and asked for reinvestigation of the application of Nicanor Casteel over the subject fishpond. The Secretary of Agriculture and Natural Resources rendered a decision ordering Casteel to be reinstated in the area and that he shall pay for the improvement made thereupon. December 24. required him to remove all the improvements which he had introduced on the land. and ordered that the land be leased through public auction On November 25. municipality of Padada. But lacking financial resources at that time. executed a contract — denominated a "contract of service". Unfazed by this rejection. and ejected the latter's representative (encargado). Casteel realized the urgent necessity of expanding his occupation thereof by constructing dikes and cultivating marketable fishes. 178. Because of the threat poised upon his position by the other applicants who entered upon and spread themselves within the area. the Director of Fisheries nevertheless rejected Casteel's application on October 25. upon learning that portions of the area applied for by him were already occupied by rival applicants.76 hectares. 1949 the Director of Fisheries rejected the application filed by Felipe Deluao on November 17. Despite the said rejection. two administrative cases ensued involving the area in question. Moreover.R. 1968 Ponente: J. L-21906.

the reinstatement of Casteel dissolved his partnership with Deluao. brought about the dissolution of the partnership. 15. and therefore it envisaged the unauthorized transfer of one half thereof to parties other than the applicant Casteel. subsequent events likewise reveal the intent of both parties to terminate the partnership because each refused to share the fishpond with the other. by itself. The approval was an event which made it unlawful for the members to carry it on in partnership. The Supreme Court ruled that the arrangement under the so-called "contract of service" continued until the decision both dated Sept. Moreover. it was dissolved by the approval of his application and the award to him of the fishpond. 1950 were issued by the Secretary of Agriculture and Natural Resources in DANR Cases 353 and 353B.ISSUE: Whether the reinstatement of Casteel over the subject land constitute a dissolution of the partnership between him and Deluao HELD: Yes. This development. . Since the partnership had for its object the division into two equal parts of the fishpond between the appellees and the appellant after it shall have been awarded to the latter.

denied likewise that the plaintiff ever demanded that she be allowed to examine the partnership books. v. 1954 a co-partnership was formed under the name of "Evangelista & Co. L-31684. ISSUE: Whether Abad Santos is entitled to see the partnership books because she is an industrial partner in the partnership . v. remaining in that capacity. Evangelista. No. 1973 Ponente: J. ABAD SANTOS EVANGELISTA & CO. had been paying dividends to the partners except to her. Leonarda Atienza Abad Santos and Conchita P. and that notwithstanding her demands the defendants had refused and continued to refuse to let her examine the partnership books or to give her information regarding the partnership affairs or to pay her any share in the dividends declared by the partnership The defendants.EVANGELISTA & CO. that she did not in fact contribute industry to the partnership. 1963 herein respondent filed suit against the three other partners. ABAD SANTOS G." On June 7. with herein petitioners Domingo C. June 28. Jr. with a contribution of P17.. as industrial partner. which was also made a party-defendant. the original capitalist partners. Navarro. alleging that the partnership.500 each On December 17. which was that the plaintiff was not an industrial partner. and by way of affirmative defense alleged that the amended Articles of Co-partnership did not express the true agreement of the parties. 1955 the Articles of Co-partnership were amended so as to include herein respondent.R. Makalintal FACTS: On October 9. Estrella Abad Santos. denied ever having declared dividends or distributed profits of the partnership. in their answer.

The Supreme Court ruled that according to ART. (2)If the right exists under the terms of any agreement. 1299. (4)Whenever other circumstances render it just and reasonable.HELD: Yes." In the case at hand. the company is estopped from denying Abad Santos as an industrial partner because it has been 8 years and the company never corrected their agreement in order to show their true intentions. Abad Santos is entitled to see the partnership books. Any partner shall have the right to a formal account as to partnership affairs: (1)If he is wrongfully excluded from the partnership business or possession of its property by his co-partners. (3)As provided by article 1807. The company never bothered to correct those up until Abad Santos filed a complaint .

Rueda & Co. The petitioners have a right to a judicial decree declaring the involuntary insolvency of said partnership..00 (which were not paid more than 30 days prior to the date of the filing by petitioners of the application for voluntary insolvency).. Rueda & Co. A limited partnership’s juridical personality is different from the personality of its members. Held: Yes. Under our Insolvency Law. that the members of the firm were insolvent at the time the application was filed. The trial court denied their petition on the ground that it was not proven. Asiatic Petroleum Co.000. a limited partnership. is indebted to the appellants: Pacific Commercial Co. and International Banking Corporation amounting to not less than P1. . The failure of Campos. one of the acts of bankruptcy upon w/c an adjudication of involuntary insolvency can be predicated is the failure to pay obligations. On general principle. . Issue: Whether or not a limited partnership may be held to have committed an act of insolvency. to pay its obligations constitutes an act w/c is specifically provided for in the Insolvency Law for declaration of involuntary insolvency.Campos Rueda & Co v Pacific Commercial (44 Phil 916) Facts: Campos. It also held that the partners are personally and solidarily liable for the consequences of the transactions of the partnership. nor alleged. the limited partnership must answer for and suffer the consequence of its acts.