INFORMATION TECHNOLOGY FOUNDATION OF THE PHILIPPINES vs.

COMMISSION ON ELECTIONS

FACTS:

Petitioners were participating bidders questioning the identity and eligibility of the awarded contractor
Mega Pacific Consortium (MPC) where the competing bidder is Mega Pacific eSolutions, Inc. (MPEI) as
signed by Mr. Willy Yu of the latter. Private respondent claims that MPEI is the lead partner tied up with
other companies like SK C&C, WeSolv, Election.com and ePLDT. Respondent COMELEC obtained copies
of Memorandum of Agreements and Teaming Agreements.

ISSUE:

Whether there was an existence of a consortium.

RULING:

NO. There was no documentary or other basis for Comelec to conclude that a consortium had actually
been formed amongst MPEI, SK C&C and WeSolv, along with Election.com and ePLDT. The president of
MPEI signing for allegedly in behalf of MPC without any further proof, did not by itself prove the
existence of the consortium. It did not show that MPEI or its president have been duly pre-authorized
by the other members of the putative consortium to represent them, to bid on their collective behalf
and, more important, to commit them jointly and severally to the bid undertakings. The letter is purely
self-serving and uncorroborated.
Aurbach vs. Sanitary Wares

Facts:

This consolidated petition assailed the decision of the CA directing a certain MANNER OF ELECTION OF
OFFICERS IN THE BOARD OF DIRECTORS*There are two groups in this case, the Lagdameo group
composed of Filipino investors and the American Standard Inc. (ASI) composed of foreign investors.

The ASI Group and petitioner Salazar contend that the actual intention of the parties should be viewed
strictly on the "Agreement" dated August 15,1962 wherein it is clearly stated that the parties' intention
was to form a corporation and not a joint venture.

Issue:

Whether the nature of the business established by the parties was a joint venture

Held:

Yes there was a joint venture. While certain provisions of the Agreement would make it appear that the
parties there to disclaim being partners or joint venturers such disclaimer is directed at third parties and
is not inconsistent with, and does not preclude, the existence of two distinct groups of stockholders in
Saniwares one of which shall constitute the majority, and the other ASI shall constitute the minority
stockholder. In any event, the evident intention of the Philippine Investors and ASI in entering into the
Agreement is to enter into a joint venture enterprise
JG Summit Holdings, Inc. vs CA

FACTS:

The National Investment and Development Corporation (NIDC), a government corporation, entered into
a Joint Venture Agreement (JVA) with Kawasaki Heavy Industries, Ltd. for the construction, operation
and management of the Subic National Shipyard, Inc.. Under the JVA, NIDC and Kawasaki would
maintain a shareholding proportion of 60%-40% and that the parties have the right of first refusal in
case of a sale.

Later on, in the interest of national economy, it was decided that PHILSECO should be privatized by
selling 87.67% of its total outstanding capital stock to private entities.

During bidding, Kawasaki/PHI Consortium is the losing bidder. Even so, because of the right to top by 5%
percent the highest bid, it was able to top JG Summit’s bid.

ISSUE:

Whether PHILSECO is a public utility and must observe 60%-40% Filipino-foreign capitalization

HELD:

Yes. It is a public utility.

A shipyard such as PHILSECO being a public utility as provided by law is therefore required to comply
with the 60%-40% capitalization under the Constitution.

Kawasaki was bound by its contractual obligation under the JVA that limits its right of first refusal to 40%
of the total capitalization of PHILSECO. Thus, Kawasaki cannot purchase beyond 40% of the
capitalization of the joint venture on account of both constitutional and contractual proscriptions.
Heirs of Tan Eng Kee vs CA

Facts:

After Tan Eng Kee’s death, his common-law wife Matilde and their children filed an action against his
brother for accounting, liquidation and winding up of the alleged partnership tan Eng Kee with Tan Eng
Lay.

The heirs claim that the two brothers were partners in Benguet Lumber Co. and had been partners since
the company was operating after the end of the WW2. Lay, the president of the company claims that
Kee was only an employee and presented documents showing that Kee was receiving salary from the
company payroll.

Issue: Whether the two brothers were partners.

Held:

No. they were never partners.

Kee, in his lifetime never executed any acts which would indicate that he was a partner. He never
represented himself as a partner to any third person,taken together with how his brother treated him,
strongly indicate that he was not a partner.
PRIMELINK PROPERTIES AND DEVT CORP V. LAZATIN-MAGAT

FACTS:

Primelink is a domestic corporation engaged in real estate development while respondents Lazatin are
co-owners of 2 parcels of land in Tagaytay. In 1994, Primelink, represented by Lopez (President) and the
Lazatins entered into a joint venture agreement for the development of the subject property into a
residential subdivision.

Under the JVA, the Lazatins obliged themselves to contribute the subject property as their share and for
its part, Primelink undertook to contribute, money, labor personnel, machineries, equipment, etc.

For 4 years however, Primelink failed to develop the said land. As such, the Lazatins filed a complaint to
rescind the JVA.

ISSUE:

WON the improvements made by Primelink should also be turned over under the possession of
respondent Lazatin

HELD:

Yes. As a general rule, the relation of the parties in joint ventures is government by their agreement.
When the agreement is silent on any particular issue, the general principles of partnership may be
resorted to. The legal concept of a joint venture is of common law origin. It has generally been
understood to mean an organization formed for some temporary purpose.