(Torres vs. CA, G.R. No.

134559 December 9, 1999)

(Guy vs. Gacott, G.R. No. 206147 January 13, 2016)

(Realubit vs. Jaso G.R. No. 178782 September 21, 2011)

(Emilio Emnace v. Court of Appeals. G.R. No. 126334, November 23, 2001)

ANTONIA TORRES, assisted by her husband, ANGELO TORRES; and

EMETERIA BARING, petitioners,
vs.

COURT OF APPEALS and MANUEL TORRES, respondents.

Facts:
Petitioners Torres and Baring entered into a “joint venture agreement” with
Respondent Torres for the development of a parcel of land into a subdivision. They
executed a Deed of Sale covering the said parcel of land in favor of respondent
Manual Torres, who then had it registered in his name. By mortgaging the property,
respondent Manuel Torres obtained from Equitable Bank a loan of P40,000, which
was supposed to be used for the development of subdivision as per the Joint venture
agreement . However, the project did not push through and the land was subsequently
foreclosed by the bank.

Petitioners Antonia Torres alleged that it was due to respondent’s lack of funds/skills
that caused the project to fail, and that respondent use the loan in the furtherance of
his own company. On the otherhand, respondent Manuel Torres alleged that he used
the loan to implement the JVA – surveying and subdivision of lots, approval of the
project, advertisement, and construction of roads and the likes, and that he did all of
these for a total of P85,000.

Petitioners filed a case for estafa against respondent but failed. They then instituted a
civil case. CA held that the two parties formed a partnership for the development of
subdivision and as such, they must bear the loss suffered by the partnership in the
same proportion as their share in profits. Hence, the petition.
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Issue #1:
Whether or not the transaction between petitioner and respondent was that of joint
venture/partnership.

Held:
Yes. There formed a partnership between the two on the basis of joint-venture
agreement and deed of sale. A reading of the terms of agreement shows the existence
of partnership pursuant to Art 1767 of Civil Code, which states “By the contract of
partnership two or more persons bind themselves to contribute money, property, or
industry to a common fund, with the intention of dividing the profits among
themselves.” In the agreement, petitioners would contribute property to the
partnership in the form of land which was to be developed into a subdivision; while
respondent would give, in addition to his industry, the amount needed for general
expenses and other costs. Furthermore, the income from the said project would be
divided according to the stipulated percentage. Clearly, the contract manifested the
intention of the parties to form a partnership.

Issue #2:
Whether or not the deed of sale between the two was valid.

Held:
No. Petitioners were wrong in contending that the JVA is void under Article 1422[14]
of the Civil Code, because it is the direct result of an earlier illegal contract, which
was for the sale of the land without valid consideration.

The Joint Venture Agreement clearly states that the consideration for the sale was the
expectation of profits from the subdivision project. Its first stipulation states that
petitioners did not actually receive payment for the parcel of land sold to respondent.
Consideration, more properly denominated as cause, can take different forms, such as
the prestation or promise of a thing or service by another.

In this case, the cause of the contract of sale consisted not in the stated peso value of
the land, but in the expectation of profits from the subdivision project, for which the
land was intended to be used. As explained by the trial court, the land was in effect
given to the partnership as petitioners participation therein. There was therefore a
consideration for the sale, the petitioners acting in the expectation that, should the
venture come into fruition, they would get sixty percent of the net profits.
MICHAEL C. GUY v. ATTY. GLENN C. GACOTT, GR No. 206147, 2016-01-13
Facts:
Issues:
whether the trial court's jurisdiction over QSC extended to the person of Guy insofar as holding him
solidarity liable with the partnership.
Ruling:
The records of this case reveal that QSC was never shown to have been served with the summons
through any of the enumerated authorized persons to receive such, namely: president, managing
partner, general manager, corporate secretary, treasurer or in-house counsel. Service of... summons
upon persons other than those officers enumerated in Section 11 is invalid. Even substantial
compliance is not sufficient service of summons. The CA was obviously mistaken when it opined
that it was immaterial whether the summons to QSC was served on the theory... that it was a
corporation.
the Court answers in the negative
Principles:
a judgment of a court is conclusive and binding only upon the parties and their successors-in-interest
after the commencement of the action in court
A decision rendered on a complaint... in a civil action or proceeding does not bind or prejudice a
person not impleaded therein, for no person shall be adversely affected by the outcome of a civil
action or proceeding in which he is not a party

 
PARTNERSHIPJosefina Realubit v. Eden and Prosencio Jaso
G.R. No. 178782September 21, 2011PEREZ,
 J 
.
Facts:
 Petitioner entered into a Joint Venture Agreement with one Francis Biondo, a Frenchnational, for the operation of
an ice manufacturing business. Petitioner was designated
industrial partner and Biondo was capitalist partner. Subsequently, Biondo executed a Deed ofAssignment,
transferring all his rights and interests in the business in favor of respondent EdenJaso. The spouses Jaso sent
petitioner a letter demanding an accounting and inventory of the partnership, and remittance of their portion of the
profits.Petitioner failed to heed their demand, alleging that the joint venture with Biondo hadalready ceased
operations, and the present business was under a single proprietorship.Respondents filed a suit for specific
performance, accounting, and dissolution of the jointventure.
Issue:
Whether or not respondent, as assignee of the partner Biondo, may order petitioner torender an accounting of the
joint venture.
Held:
 No. A joint venture is generally understood to mean an organization formed for sometemporary purpose. It is
likened to a partnership or one which has for its object determinatethings, their use or fruits, or a specific
undertaking, or the exercise of a profession or vocation.
Article 1813 provides: “(t)he transfer by a partner of his partnership interest does not make the
assignee of such interest a partner of the firm, nor entitle the assignee to interfere in themanagement of the
partnership business or to receive anything except the assignee's profits. Theassignment does not purport to transfer
an interest in the partnership, but only a future contingentright to a portion of the ultimate residue as the assignor
may become entitled to receive by virtueof his proport
ionate interest in the capital.”
Although respondent did not become partner as a consequence of the assignment of rights,however, her prayer for
dissolution of the joint venture may be granted conformably with the
right granted to the purchaser of a partner‟s interest under Article 1813.
CASE DIGEST:EMNACE V. COURT OF
APPEALS AND THE ESTATE OF VICENTE
TABANAO
Published by kbautista on March 9, 2014 | Leave a response

Emnace v. Court of Appeals and the Estate of Vicente Tabanao

G.R. No. 126334, November 23, 2001

Petitioners Emnace, Tabanao and Divigranacia were partners in a business known as

Ma. Nelma Fishing Industry. Sometime in January 1986, they decided to dissolve their
partnership and executed an agreement of partition and distribution. Throughout the
existence of the partnership, and even after Tabanao’s death, petitioner failed to submit
to Tabanao’s heirs any financial statements. Petitioner also reneged on his promise to
turn over the 1/3 share in the total assets of the partnership to the heirs. Private
respondents filed an action for accounting, payment of shares, division of assets and
damages. Petitioner filed a motion to dismiss the complaint on the grounds of improper
venue, lack of jurisdiction and lack of capacity of the estate of Tabanao to sue. The trial
court denied the motion to dismiss. The trial court held that the heirs of Tabanao had a
right to sue in their own names, in view of the provision of Art. 777 of the CC.

ISSUE: Whether the private respondents have the legal capacity to sue.

YES. petitioner asserts that the surviving spouse of Vicente Tabanao has no legal
capacity to sue since she was never appointed as administratrix or executrix of
his estate. Petitioner’s objection in this regard is misplaced. The surviving spouse does
not need to be appointed as executrix or administratrix of the estate before she can file
the action. She and her children are complainants in their own right as successors of
Vicente Tabanao. From the very moment of Vicente Tabanao’s death, his
rights insofar as the partnership was concerned were transmitted to his heirs, for rights
to the succession are transmitted from the moment of death of the decedent. Whatever
claims and rights Vicente Tabanao had against the partnership and petitioner were
transmitted to respondents by operation of law, more particularly by succession, which
is a mode of acquisition by virtue of which the property, rights and obligations to the
extent of the value of the inheritance of a person are transmitted. Moreover,
respondents became owners of their respective hereditary shares from the moment
Vicente Tabanao died. A prior settlement of the estate, or even the appointment of
Salvacion Tabanao as executrix or administratrix, is not necessary for any of the heirs to
acquire legal capacity to sue. As successors who stepped into the shoes of their decedent
upon his death, they can commence any action originally pertaining to the decedent.
From the moment of his death, his rights as a partner and to demand fulfillment of
petitioner’s obligations as outlined in their dissolution agreement were transmitted to
respondents. They, therefore, had the capacity to sue and seek the court’s intervention
to compel petitioner to fulfill his obligations.