LILIBETH SUNGA-CHAN and CECILIA, petitioners

Versus
LAMBERTO T. CHUA, respondent

G.R. No. 143340 August 15, 2001

Facts:
In 1977, Chua and Jacinto Sunga formed a partnership to engage in
the marketing of liquefied petroleum gas. For convenience, the business,
pursued under the name “Shellite Gas Appliance Center” was registered as a
sole proprietorship in the name of Jacinto, albeit the partnership arrangement
called for equal sharing of the net profit.
After Jacinto’s death in 1989, his widow, petitioner Cecilia Sunga,
and married daughter, petitioner Lilibeth Sunga-Chan, continued with the
business without Chua’s consent. Chua’s subsequent repeated demands for
accounting and winding up went unheeded, prompting him to file on June
22, 1992 a complaint for winding up of a partnership affairs, accounting,
appraisal and recovery of shares and damages with writ of preliminary
attachment, docketed as Civil Case No. S-494 of the Regional Trial Cout in
Sindangan, Zamboanga del Norte and raffled to Branch 11 of the court.

Trial Court and the Court of Appeals’ findings says that a partnership
existed in the absence of any written document to show partnership between
respondent and Jacinto from 1977 until his death, and the petitioners herein
questioned the correctness of the said findings.
Issue:
Whether or not Lamberto Chua and Jacinto L. Sunga was entered into
a partnership business venture

Decision:
Yes. It was ruled by the court that a partnership may be constituted in
any form individual want it to be formed; in exception where immovable
property or real rights are to be contributed in this case a public instrument
must be attached. Article 1772 of the Civil Code also provides that a
partnership with a capital of ₱ 3, 000 or more must register with the
Securities and Exchange Commission; however compliance therewith is not
mandatory. Article 1768 of the Civil Code explicitly discussed that the
partnership retains its juridical personality even it failed the registration
process. This incompliance does not invalidate the same as among the
partners, so long as it has the essential requisites, because the focal point of
the registration is to give notice to third parties, and it can be assumed
certainly that the members themselves knew about the contents of their
contract.