C"ses from p"rtnership vs joint venture

No p"scu"l vs CIR

M"rsm"n Drysd"le L"nd, Inc. vs. Philippine Geo"n"lytics, Inc. "nd Gotesco Properties,
Inc. (G.R. No. 183374; 29 June 2010)
Gotesco Properties, Inc. vs. M"rsm"n Drysd"le L"nd, Inc. "nd Philippine Geo"n"lytics,
Inc. (G.R. No. 183376; 29 June 2010)
 
F"cts: M"rsm"n Drysd"le, Inc. (M"rsm"n) "nd Gotesco Properties, Inc. (Gotesco) entered into " joint venture
"greement for the construction "nd development of "n office building on " l"nd owned by M"rsm"n. They
"greed on " 50-50 r"tio on the proceeds of the project, but did not "gree on how losses would be divided. The
joint venture eng"ged the services of Philippine Geo"n"lytics, Inc. (PGI) to provide subsurf"ce soil explor"tion,
seismic study "nd geotechnic"l engineering. PGI completed its seismic study but f"iled to complete its
subsurf"ce soil explor"tion bec"use the "re" where drilling w"s to be m"de h"d not been cle"red. The building
project w"s subsequently shelved due to unf"vor"ble economic conditions. PGI billed the joint venture for work
done, but w"s not p"id despite its repe"ted dem"nds. PGI, thus, filed " collection c"se "g"inst M"rsm"n "nd
Gotesco. M"rsm"n p"ssed the oblig"tion to Gotesco bec"use under the joint venture "greement, Gotesco w"s
solely li"ble for the monet"ry expenses of the project, "nd M"rsm"nʼs p"rticip"tion w"s limited to the l"nd.
Gotesco, on the other h"nd, "sserted th"t PGI h"d no c"use of "ction "g"inst it "s PGI h"d yet to complete the
services in its contr"ct, "nd it w"s M"rsm"nʼs f"ilure to cle"r the property of debris which prevented PGI from
completing its work.
 
Issue: Who between M"rsm"n "nd Gotesco w"s li"ble to p"y PGI its unp"id cl"ims?
 
Held: M"rsm"n "nd Gotesco "re jointly li"ble to PGI.
PGI w"s never " p"rty to the joint venture "greement. While the joint venture "greement cle"rly spelled out the
c"pit"l contributions of M"rsm"n (l"nd) "nd Gotesco (c"sh) "nd the funding mech"nism, it c"nnot be used to
defe"t the l"wful cl"im of PGI "g"inst the two joint venturers p"rtners. PGIʼs contr"ct cle"rly listed the joint
venturers M"rsm"n "nd Gotesco "s the benefici"l owner of the project, "nd "ll billing invoices indic"ted the
consortium "s the client.
When there "re two or more debtors, the oblig"tion is presumed to be joint unless the l"w or the oblig"tion
expressly st"tes th"t the li"bility is solid"ry, or unless the n"ture of the oblig"tion requires solid"ry li"bility
(Articles 1207 "nd 1208, Civil Code). In this c"se, since solid"ry li"bility w"s not required by l"w, or the contr"ct,
or by the n"ture of the oblig"tion, the oblig"tion to PGI w"s presumed to be joint between M"rsm"n "nd Gotesco.
A joint venture being " form of p"rtnership, it is to be governed by the l"ws on p"rtnership.
Under the l"ws on p"rtnership, p"rticul"rly Article 1797 of the Civil Code, the losses "nd profits sh"ll be
distributed in "ccord"nce with the "greement; if only the sh"re of e"ch p"rtner in the profits h"s been "greed
upon, the sh"re of e"ch in the losses sh"ll be in the s"me proportion.
In the joint venture "greement, M"rsm"n "nd Gotesco "greed on " 50-50 r"tio on the proceeds of the project,
but did not provide for the splitting of losses. Applying Article 1797, the s"me r"tio "pplies in splitting the
oblig"tion-loss of the joint venture to PGI.
 
JOSEFINA P. REALUBIT vs. PROSENCIO D. JASO "nd EDENG JASO
G.R. No. 178782           September 21, 2011
 
FACTS: Petitioner Josefin" Re"lubit entered into " Joint Venture Agreement with Fr"ncis Eric Am"ury Biondo, "
French n"tion"l, for the oper"tion of "n ice m"nuf"cturing business. With Josefin" "s the industri"l p"rtner "nd
Biondo "s the c"pit"list p"rtner, the p"rties "greed th"t they would e"ch receive 40% of the net profit, with the
rem"ining 20% to be used for the p"yment of the ice m"king m"chine which w"s purch"sed for the business. For
"nd in consider"tion of the sum of P500,000.00, however, Biondo subsequently executed " Deed of Assignment
tr"nsferring "ll his rights "nd interests in the business in f"vor of respondent Eden J"so, the wife of respondent
Prosencio J"so. With Biondoʼs eventu"l dep"rture from the country, the Spouses J"so c"used their l"wyer to
send Josefin" " letter "pprising her of their "cquisition of s"id Frenchm"ns sh"re in the business "nd form"lly
dem"nding "n "ccounting "nd inventory thereof "s well "s the remitt"nce of their portion of its profits.
 
F"ulting Josefin" with unjustified f"ilure to heed their dem"nd, the Spouses J"so commenced the inst"nt suit for
specific perform"nce, "ccounting, ex"min"tion, "udit "nd inventory of "ssets "nd properties, dissolution of the
joint venture, "ppointment of " receiver "nd d"m"ges. The s"id compl"int "lleged th"t the Spouses Re"lubit h"d
no g"inful occup"tion or business prior to their joint venture with Biondo "nd th"t "side from "ppropri"ting for
themselves the income of the business, they h"ve fr"udulently conce"led the funds "nd "ssets thereof thru their
rel"tives, "ssoci"tes or dummies. The Spouses Re"lubit cl"imed th"t they h"ve been eng"ged in the tube ice
tr"ding business under " single proprietorship even before their de"lings with Biondo.
 
The RTC rendered its Decision discounting the existence of sufficient evidence from which the income, "ssets
"nd the supposed dissolution of the joint venture c"n be "dequ"tely reckoned. Upon the finding, however, th"t
the Spouses J"so h"d been nevertheless subrog"ted to Biondos rights in the business in view of their v"lid
"cquisition of the l"tters sh"re "s c"pit"list p"rtner. On "ppe"l before the CA, the foregoing decision w"s set
"side
upon the following findings th"t the Spouses J"so v"lidly "cquired Biondos sh"re in the business which h"d been
tr"nsferred to "nd continued its oper"tions "nd not dissolved "s cl"imed by the Spouses Re"lubit.
 
ISSUES
1.       Whether there w"s " v"lid "ssignment or rights to the joint venture
2.       Whether the joint venture is " contr"ct of p"rtnership
3.       Whether J"so "cquired the title of being " p"rtner b"sed on the Deed of Assignment
 
RULING
1.       Yes. As " public document, the Deed of Assignment Biondo executed in f"vor of Eden not only enjoys "
presumption of regul"rity but is "lso considered prim" f"cie evidence of the f"cts therein st"ted.  A p"rty
"ss"iling the "uthenticity "nd due execution of " not"rized document is, consequently, required to present
evidence th"t is cle"r, convincing "nd more th"n merely preponder"nt. In view of the Spouses Re"lubits f"ilure to
disch"rge this onus, we find th"t both the RTC "nd the CA correctly upheld the "uthenticity "nd v"lidity of s"id
Deed of Assignment upon the combined strength of the "bove-discussed disput"ble presumptions "nd the
testimonies elicited from Eden "nd Not"ry Public Rol"ndo Di"z.
 
2.       Yes. Gener"lly understood to me"n "n org"niz"tion formed for some tempor"ry purpose, " joint venture is
likened to " p"rticul"r p"rtnership or one which h"s for its object determin"te things, their use or fruits, or "
specific undert"king, or the exercise of " profession or voc"tion. The rule is settled th"t joint ventures "re
governed by the l"w on p"rtnerships which "re, in turn, b"sed on mutu"l "gency or delectus person"e.
 
3.       No. It is evident th"t the tr"nsfer by " p"rtner of his p"rtnership interest does not m"ke the "ssignee of
such interest " p"rtner of the firm, nor entitle the "ssignee to interfere in the m"n"gement of the p"rtnership
business or to receive "nything except the "ssignees profits. The "ssignment does not purport to tr"nsfer "n
interest in the p"rtnership, but only " future contingent right to " portion of the ultim"te residue "s the "ssignor
m"y become entitled to receive by virtue of his proportion"te interest in the c"pit"l. Since " p"rtnerʼs interest in
the p"rtnership includes his sh"re in the profits, we find th"t the CA committed no reversible error in ruling th"t
the Spouses J"so "re entitled to Biondos sh"re in the profits, despite Ju"nit"s l"ck of consent to the "ssignment
of s"id Frenchm"ns interest in the joint venture. Although Eden did not, moreover, become " p"rtner "s "
consequence of the "ssignment "nd/or "cquire the right to require "n "ccounting of the p"rtnership business,
the CA correctly gr"nted her pr"yer for dissolution of the joint venture conform"bly with the right gr"nted to the
purch"ser of " p"rtnerʼs interest under Article 1831 of the Civil Code.