Professional Documents
Culture Documents
Gutierrez Hermanos
G.R. No. L-2484 April 11, 1906
Doctrine:
1. General rule: receipt by a person of share of profits of business is prima facie evidence that he is a partner; Exception: profit was for payment as wages of
employee.
2. Articles of partnership prevail as to the division of profits among partners.
3. It is the net profit, after all expenses (including salary of employee) have been deducted that is shared between partners.
Facts:
Fortis (plaintiff), an employee of Gutierrez and Hermanos (defendants) from 1900-1902, brought this action to recover a balance due him as salary for the year 1902. He alleged
that he was entitled, as salary, to 5% of the net profits of the business of defendants for said year. The complaint also contained a cause of action for the sum of 600 pesos, money
expended by him for the defendants during the year 1903.
The court ruled in favour of Fortis and found that the 5% net profits for 1902 amounted to 26,378.68 Mexican Pesos (MP), but plaintiff had received on account of such salary only
MP 12,811.75. Thus it ordered the defendants to pay Fortis the reduced sum of MP 13,025.40.
Issue/s:
Whether defendants were correct to argue that Fortis is a co-partner
Held:
No. The judgment of the court below was affirmed. Case was remanded to the lower court for execution.
Ratio:
First, it was a mere contract of employment. The plaintiff had neither voice nor vote in the management of the affairs of the company.
Second, the articles of partnership between the defendants provided that the profits should be divided among the partners named in a certain proportion, and the contract made
between the plaintiff and the then manager of the defendant partnership did not in any way vary or modify this provision of the articles of partnership.
The profits of the business could not be determined until all of the expenses had been paid. A part of the expenses to be paid for the year 1902 was the salary of the plaintiff. That
salary had to be deducted before the net profits of the business, which were to be divided among the partners, could be ascertained. It was necessary to determine what the profits
of the business were after paying all of the expenses except his, in order to determine what the salary of the plaintiff was. But such determination does not arrive at the net profits
of the business yet. It was only made for the purpose of fixing the basis upon which his compensation should be determined.
ALBALADEJO Y CIA., S. EN C. v. PHILIPPINE REFINING CO. 48 PHIL 556
FACTS
Albaladejo y Cia is a limited partnership, which was engaged in the buying and selling of coprain Legaspi, and in the conduct of a general mercantile business.Visayan Refining
Co. [PRC’s successor] was engaged in operating its extensive plant for the manufacture of coconut oil.
On August 1918, Albaladejo made a contract with the Visayan Refining, wherein they agreed that VRC will buy for a period of 1 year all the copra that Albaladejo purchased in
Albay. It was also agreed upon that during the continuance of the contract, VRC will not appoint any other agent for the purchase of copra in Legaspi, nor buy copra from any
vendor in the same place. In addition, VRC would provide transportation for the copra delivered to it by Albaladejo. At the end of said year, both parties found themselves satisfied
with the existing arrangement, and they continued by tacit consent to govern their future relations by the same agreement. On July 9, 1920, VRC closed down its factory at Opon
and withdrew from the copra market. After VRC ceased to buy copra, the copra supplies already purchased by Albaladejo were gradually shipped out and accepted by the VRC,
and in the course of the next 8-10 months, the accounts between the two parties were liquidated. The last account rendered by VRC to Albaladejoshowed a balance of P288 in
favor of VRC. Albaladejo addressed a letter to the PRC (which had now succeeded to the rights and liabilities of VRC), expressing its approval of said account. Albaladejo filed a
complaint against PRC,seeking to recover P110k,the allegedamount that Albaladejo spent in maintaining and extending its organization. Albaladejo alleges that such maintenance
and extension was made at the express request of PRC. On the other hand, PRCcontends that the contract between them created the relation of principal and agent; therefore, the
principal should indemnify the agent for damages incurring in carrying out the agency.The lower court ruled in favor of Albaladejo, but granted only 30% of the amount prayed
for, in view of the fact that Albaladejo’s transactions in copra amounted in the past to only about 30% of the total business it transacted.
RATIO
The relation between the parties was not that of principal and agent in so far as relates to the purchase of copra by Albaladejo. WhileVRC made Albaladejo one of its instruments
for the collection of copra,in making its purchases from the producers,Albaladejo was buying upon its own account.When Albaladejo turned over the copra to VRC, a second sale
was effected.
In the contract, it is declared that during the continuance of theagreement,VRC would not appoint any other agent for the purchase of copra in Legaspi; and this gives rise
indirectly to the inference that Albaladejo was considered its buying agent. However, the use of this term in one clause of the contract cannot dominate the real nature of the
agreement as revealed in other clauses, no less than in the caption of the agreement itself. This designation was used for convenience. The title to all of the copra purchased by
Albaladejo remained in it until it was delivered by way of subsequent sale to VRC.
Lastly, the letters from VRC to Albaladejo that the Court quoted did not indicate anything to the effect that VRC is liable for the such expenses incurred by Albaladejo, as the
letters only noted the dire condition of VRC’s copra business, as well as its hopes to enter the market on a more extensive scale [which was unfortunately unrealized].
Perez vs Luzon Surety 38 OG 1213
Doctrine: A Principal is obligated to give compensation to the broker/agent who is the proximate cause of the deal/contract. The compensation being referred here is the
commission of the agent as a result of his services to the principal.
Doctrine: When the law expressly provides for solidarity of the obligation, as in the liability of co-principals in a contract of agency, each obligor may be compelled to pay the
entire obligation.12 The agent may recover the whole compensation from any one of the co-principals. If there are two or more principals, each has the same obligation to
compensate the agent for his services as they are held to be solidarily liable to the agent.