1. G.R. No. 70926 January 31, 1989 DAN FUE LEUNG, petitioner, vs. HON.

INTERMEDIATE APPELLATE COURT and LEUNG YIU, respondents. FACTS: The petitioner asks for the reversal of the decision of the Appellate Court in which affirmed the decision of the lower court declaring private respondent Leung Yiu a partner of petitioner Dan Fue Leung in the business of Sun Wah Panciteria and ordering the petitioner to pay to the private respondent his share in the annual profits of the said restaurant. This case originated from a complaint filed by respondent Leung Yiu with the lower court to recover the sum equivalent to twenty-two percent (22%) of the annual profits derived from the operation of Sun Wah Panciteria since October, 1955 from petitioner Dan Fue Leung. The Sun Wah Panciteria was registered as a single proprietorship and its licenses and permits were issued to and in favor of petitioner Dan Fue Leung as the sole proprietor. Respondent Leung Yiu adduced evidence during the trial of the case to show that Sun Wah Panciteria was actually a partnership and that he was one of the partners having contributed P4,000.00 to its initial establishment. Lower court ruled in favor of the private respondent. Petitioner appealed the trial court's amended decision. However, the questioned decision was further modified and affirmed by the appellate court. Both the trial court and the appellate court declared that the private petitioner is a partner and is entitled to a share of the annual profits of the restaurant. Hence, an appeal to the SC.The petitioner argues

that private respondent extended 'financial assistance' to herein petitioner at the time of the establishment of the Sun Wah Panciteria, in return of which private respondent allegedly will receive a share in the profits of the restaurant. It was, therefore, error for the Appellate Court to interpret or construe 'financial assistance' to mean the contribution of capital by a partner to a partnership. ISSUE: WON the private respondent is a partner of the petitioner in the establishment of Sun Wah Panciteria.

HELD: In essence, the private respondent alleged that when Sun Wah Panciteria was established, he gave P4,000.00 to the petitioner with the understanding that he would be entitled to twenty-two percent (22%) of the annual profit derived from the operation of the said panciteria. These allegations, which were proved, make the private respondent and the petitioner partners in the establishment of Sun Wah Panciteria because Article 1767 of the Civil Code provides that "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". Therefore, the lower courts did not err in construing the complaint as one wherein the private respondent asserted his rights as partner of the petitioner in the establishment of the Sun Wah Panciteria, notwithstanding the use of the term financial assistance therein. SC affirmed appellate court’s decision and ordered the dissolution of the partnership.

2. Heirs of Tan Eng Kee vs. CA G.R. No. 126881| October 2000 | J. De Leon Facts After the death of Tan Eng Kee, Matilde Abubo, the commonlaw spouse of the decedent joined by their children collectively known as petitioners Heirs of Tan Eng Kee, filed a suit against the decedent’s brother Tan Eng Lay in the RTC of Baguio for accounting, liquidation and winding up of the alleged P formed after WWII between Tang Eng Kee and Tan Eng Lay. The amended complaint alleged that after the WWII, Tan Eng Kee and Tan Eng Lay pooled their resources and industry together, entered into a partnership engaged in the business of selling lumber and hardware and construction supplies. However, they claimed that Tan Eng Lay and his children subsequently caused the conversion of the partnership “Benguet Lumber” into a corporation called “Benguet Lumber Company.” The incorporation was purportedly a ruse to deprive Tan Eng Kee and his heirs of their rightful participation in the profits of the business. Issue: W/N there was a partnership between Tan Eng Kee and his brother Tan Eng Lay notwithstanding the absence of a) firm account; b) firm letterheads; c) certificate of partnership; d) agreement as to profits; and e) time fixed for the duration of the partnership Held: None Ratio: The Court held that undoubtedly, the best evidence would have been the contract of P itself, or the articles of P,

if not unnatural. a joint venture may be likened to a particular partnership. v. the Court could not accept as an established fact that Tan Eng Kee allegedly contributed his resources to a common fund for the purpose of establishing a P. et al. The Court further held that it is indeed odd. et al. If anything. The alleged partnership was never formally organized. that despite the forty years the P was allegedly in existence. The exhibits in fact shows that Tan Eng Kee received sums as wages of an employee enough to hold that Tan Eng Kee was only an employee.but there is none. Furthermore. *The Court has occasioned to discuss the meaning of a joint venture which for it “presupposes generally a parity of standing between the joint co-ventures or partners…” Nonetheless. In the absence of evidence. The collective effect of the circumstances such as the exercise of powers of supervision of Tan Eng Kee over the other employees and his duties to place orders with suppliers are not persuasive indicia of a partnership. Sanitary Wares Mfg Corp. not a partner.. The essence of a P is that the partners share in the profits and losses. the ascendancy of Tan Eng Kee over the other employees could only be because he’s a brother of the owner of the business. A joint venture has been generally understood to .. one of the exhibits presented consisting of payrolls purporting to show that Tan Eng Kee was an ordinary employee of Benguet Lumber was not overcome by the petitioners. Each has the right to demand an accounting as long as the partnership exists. in Aurbach. Tan Eng Kee never asked for an accounting.

mean an org formed for some temporary purpose. The main distinction cited by most opinions in common law jurisdiction is that the P contemplates a general business with some degree of continuity. . It is hardly distinguishable from the P since their elements are similar— community of interest in the business. and is thus of a temporary nature. while the joint venture is formed for the execution of a single transaction. and a mutual right of control. sharing of profits and losses.

The character of habituality peculiar to business transactions for the purpose of gain was not present. There must be a clear intent to form a partnership. •The sharing of returns does not initself establish a partnership whether or not the persons sharing there in have a joint or common right or interest in the property. PASCUAL VS. and the freedom of each party to transfer or assign the whole property. However. property or industry in a common fund. The first 2 were sold in 1968. HELD: No. Respondent CIR just assumed these conditions to be present on the basis of the fact that petitioners purchased certain parcels of land and became co-owners thereof. and that they intended to divide the profits among themselves.the CIR assessed and required petitioners to pay corporate income taxes for the said years. Respondent insisted that in both years.3.There is no evidence that the petitioners entered into an agreement to contribute money. CIR FACTS: The petitioners Pascual and dragon bought 5 parcels of land. while the remaining 3 were sold in 1970. . •The transactions were isolated. the existence of a juridical personality different from the individual partners. petitioners as coowners in the real estate transactions formed an unregistered partnership taxable as corporation. ISSUE: W/N petitioners formed a partnership in both transactions. Petitioners paid the corresponding capital gains taxes on both sales availing the tax amnesties way back in 1974.

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Estrella Abad Santos. alleging that the partnership which was also made a party-defendant. The amended articles provided. Domingo Evangelista Jr. except to her and refuse to let her examine the partnership books and pay to her share in the dividends declared by the partnership. 500 each. On June 7. and ordering the other three partners to render Estrella an accounting of the business operations. Hence. as industrial partner with petitioners herein Domingo Evangelista Jr. the articles of copartnership were amended so as to include herein respondent. 1955.”. Issue: W/not the defendant is an industrial partner or merely a profit-sharer entitled to 30% of the net profits that may be realized by the partnership? Held: . partnership was formed under the name of “Evangelista & Co. the Appeal. had been paying dividends to the partners. Evangelista & Co. vs. inter alia: “the contribution of Estrella Abad Santos consists of her industry being an industrial partner. RTC and CA declared Estrella Abad Santos to be an industrial partner of the partnership.” In 1963. the original capitalist partners. remaining in that capacity with a contribution of 17. Estrella Abad Santos. Abad Santos 51 SCRA 416 Facts: In 1954. Estrella Abad Santos filed a suit against the other three partners. Conchita Navarro & Leonardo Atienza Abad Santos to be divided among them equally and 30% for the fourth partner. Leonardo Atienza Abad Santos and Conchita Navarro. and that the profits and losses shall be divided and distributed among the partners… in the proportion of 70% for the first partners.4.

together with the other factors. is an industrial partner.The judgment appealed from is affirmed. . Estrella Abad Santos. its jurisdiction being limited to reviewing errors of law that might have been committed by the lower court. It is not the function of the SC to analyze or weigh such evidence all over again. The CA found the evidences presented conclusive. consisting both testimonial and documentary.

agree to contribute their work to the partnership and Article 138 of the Code of Commerce prohibits them from engaging I other work except y express consent of the partnership. although exempted for the share on losses. Execution on such judgment shall not issue against the private property of Francisco Muñoz.5. . Hence. for the purpose of carrying on the mercantile business in the Province of Albay which had formerly been carried on by Francisco Muñoz. Issue: W/not. by signing the Articles. general mercantile partnership be relieved from liability to third persons for the debts of the partnership? Held: The court ruled that neither on principle nor an authority can the industrial partner be relieved from liability to third persons for the debts of the partnership. an industrial partner in an ordinary. industrial partners are held liable. general mercantile partnership under the name of Francisco Muñoz and Sons. Emilio Muñoz or Rafael Naval. Emilio Muñoz and Rafael Naval formed an ordinary. Muñoz 9 Phil 326 Facts: In March 31. Francisco Muñoz was a capitalist partner and Emilio Muñoz and Rafael Naval were industrial partners. Compaña Maritima vs. The Articles of Partnership were recorded in the mercantile registry of the Province of Albay. As industrial partners. the defendants Francisco Muñoz. 1905. until the property of Francisco Muñoz is exhausted.

BACHRACH V. this case was filed to recover this balance. Three of these notes. and there are exhibited with the complaint in the cause. “LA PROTECTORA”. La Protectora By Marcelo Barba Marcelo Barba. called "La Protectora.916.6. Hence. there was a deficiency. came to Manila and upon June 23. P. 1913.000 in cash. and for the balance executed promissory notes representing the deferred payments. Ilocos Norte. M. the defendants Nicolas Segundo.500. 1913. After a chattel mortgage was instituted by Bachrach. 37 PHIL 441 Facts: In the year 1913. for the agreed price of P16." for the purpose of engaging in the business of transporting passengers and freight at Laoag. together with the sum due for additional purchases. for the sum of P3.375 each.57. Additional purchases were made for automobile effects and accessories amounting to P2. As preliminary to the purchase of these trucks. CFI Manila ruled in . the word “by” was omitted): P. In the body of the note the word "I" instead of "we" is used before the words "promise to pay" used in the printed form. the individuals in this action formed a civil partnership. negotiated the purchase of two automobile trucks from E. have been made the subject of the present action. He paid the sum of 3. acting as manager. and Modesto Serrano. Bachrach. executed in due form a document in which they declared that they were members of the firm "La Protectora" and that they had granted to its president full authority "in the name and representation of said partnership to contract for the purchase of two automobiles". Ignacio Flores. upon June 12. Antonio Adiarte. One was signed by Marcelo Barba in the following manner (the other 2. Marcelo Barba.

” . 1913. The transaction by which Barba secured these trucks was in conformity with the tenor of this document.favor of Bachrach and only the 4 partners (excluding Barba) appealed from this decision. The promissory notes constitute the obligation exclusively of "La Protectora" and of Marcelo Barba. Issue: Whether the said partners of “La Protecta” are liable for the firm debts and if so to what extent. Their liability is based on the fact that they are members of the civil partnership and as such are liable for its debts. and they do not in any sense constitute an obligation directly binding on the four appellants. From what has been said it results that the appellants are severally liable for their respective shares of the entire indebtedness found to be due. in the purchase of the trucks. Held: Yes. and the Court of First Instance committed no error in giving judgment against them. The business conducted under the name of "La Protectora" was evidently that of a civil partnership. The authority of Marcelo Barba to bind the partnership. is fully established by the document executed by the four appellants upon June 12.

in behalf of the partnership of "Galan and Muñasque". COURT OF APPEALS. (Tropical) and Ramon Pons for the remodelling of their Cebu Branch building for P25. the registered name of the partnership. Tropical and Pons. Inc.R.000. which was delivered to petitioner. Galan allegedly spend P 6138. Cebu Southern Hardware Company and Blue Diamond Glass Palace. 1985 FACTS: Petitioner Elmo Muñasque.000. Petitioner endorsed the check in favour of Galan. CELESTINO GALAN TROPICAL COMMERCIAL COMPANY and RAMON PONS G. Petitioner filed a complaint for payment of sum of money and damages against respondent Galan. The first payment was in the form of a check for P7. petitioner refused to endorse the check. both of whom extended credit to their partnership.7. entered into a contract with Tropical Commercial. No. so that the latter may pay for the materials and labor. Petitioner claimed that he was placed in great financial difficulty because he was supposed to use the P13000 to pay creditors for construction materials.37 for personal use. L-39780 November 11. ELMO MUÑASQUE vs. Co.00. P7000 to be paid upon the start of construction and P6000 every 15 days till paid. When the second payment came. The Court of Appeals . The trial court ruled that there existed a partnership between petitioner and Galan and they are both jointly and severally liable to the two intervenors. Tropical instead issued the check in the name of “Galan and Associates”.

it appeared that there was a partnership relationship. ISSUE: (1) Whether or not there existed a partners between Celestino Galan and Elmo Muñasque. valid payments. as well as the creditors. had every right to presume that they were true partners. relied upon the authority of a partner The appellate court. The payments made to the partnership were. The liability of the partners are merely joint in transactions entered into by the partnership in accordance with Article 1816. a third person who transacted . therefore. Tropical.modified the ruling but holding petitioner and Galan as jointly liable. Solidary liability – the law protects him who in good faith. erred in holding the partners jointly liable. Since the two were partners when the debts were incurred. are also both liable to third persons who extended credit to their partnership. however. The payment made by Tropical to Galan was a good payment which binds both Galan and the petitioner. RULING: Presumption that acting partner has authority to bind the partnership When petitioner indorsed the first payment in his name in favour of Galan. however. and (2) Whether or not there existed a justifiable cause on the part of respondent Tropical to disburse money to respondent Galan. they.

“The obligation is solidary. because the law protects him. who in good faith relied upon the authority of a partner. .” Since Tropical. had reason to presume that a partnership existed between Galan and petitioner. justice dictates that Muñasque be reimbursed by Galan for the payments made by the former representing the liability of their partnership to herein intervenors.with said partnership can hold the partners solidarily liable for the whole obligation if the case of the third person falls under Articles 1822 or 1823. Partner who acted in bad faith is obliged to reimburse. whether such authority is real or apparent. thereby extending credit to one of the partners. Since Galan acted in bad faith. as well as the creditors. the consequences of any wrongful act committed by any of the partners therein should be answered solidarily by all the partners and the partnership as a whole.

on the allegation that "Ocean Quest Fishing Corporation" was a nonexistent corporation as shown by a Certification from the Securities and Exchange Commission. Yao and Lim Tong Lim with a prayer for a writ of preliminary attachment." Antonio Chua and Peter Yao entered into a Contract dated 7 February 1990. because of his failure . Peter Yao filed an Answer.000 were also sold to the Corporation. Inc.8. Instead of answering the Complaint. He also turned over to PFGI some of the nets which were in his possession. however. Philippine Fishing Gear Industries Inc. They claimed that they were engaged in a business venture with Lim Tong Lim.045. On 20 September 1990. hence. The total price of the nets amounted to P532. the lower court issued a Writ of Preliminary Attachment. The suit was brought against the three in their capacities as general partners. 400 pieces of floats worth P68. who however was not a signatory to the agreement. Navotas. Philippine Fishing Gear Industries Inc. (PFGI). which the sheriff enforced by attaching the fishing nets on board F/B Lourdes which was then docked at the Fisheries Port. for the purchase of fishing nets of various sizes from the Philippine Fishing Gear Industries. Panganiban (J): 3 concur Facts: On behalf of "Ocean Quest Fishing Corporation. The buyers. Summmary: Lim vs. 3 November 1999] Third Division. (GR 136448. Metro Manila. Chua filed a Manifestation admitting his liability and requesting a reasonable time within which to pay. PFGI filed a collection suit against Chua. [GR 136448. failed to pay for the fishing nets and the floats. after which he was deemed to have waived his right to cross-examine witnesses and to present evidence on his behalf. 3 November 1999) Lim vs.

were jointly liable to pay PFGI. Lim appealed to the Court of Appeals (CA) which. Held: Chua. liability can be imputed only to Chua and Yao. Lim Tong Lim. and not to him. and to divide . Yao and Lim had decided to engage in a fishing business. and upon motion of PFGI. they subsequently revealed their intention to pay the loan with the proceeds of the sale of the boats. among others. Chua and Yao existed based (1) on the testimonies of the witnesses presented and (2) on a Compromise Agreement executed by the three in Civil Case 1492-MN which Chua and Yao had brought against Lim in the RTC of Malabon. In their Compromise Agreement. that under the doctrine of corporation by estoppel. which they started by buying boats worth P3. The trial court maintained the Writ. the trial court rendered its Decision.35 million. filed an Answer with Counterclaim and Crossclaim and moved for the lifting of the Writ of Attachment. The trial court ruled that a partnership among Lim. on the other hand. On 18 November 1992. Lim filed the Petition for Review on Certiorari.to appear in subsequent hearings.000. (b) a reformation of contracts. for (a) a declaration of nullity of commercial documents. affirmed the RTC. Branch 72. (c) a declaration of ownership of fishing boats. financed by a loan secured from Jesus Lim who was Lim Tong Lim’s brother. as general partners. PFGI won the bidding and deposited with the said court the sales proceeds of P900. (d) an injunction and (e) damages. ordered the sale of the fishing nets at a public auction. Yao and Lim. ruling that PFGI was entitled to the Writ of Attachment and that Chua. Lim argues. Issue: Whether Lim should be held jointly liable with Chua and Yao.

without which the business could not have proceeded. The partnership extended not only to the purchase of the boat. As to Lim's argument that under the doctrine of corporation by estoppel. as well as the division among the three of the balance remaining after the payment of their loans. Jesus Lim. was not his own property but an asset of the partnership. Section 21 of the Corporation Code of the Philippines provides that "All persons who assume to act as a . liability can be imputed only to Chua and Yao. both essential to fishing. The sale of the boats. instead of partners. The fishing nets and the floats. it is absurd — for petitioner to sell his property to pay a debt he did not incur. The contribution to such fund need not be cash or fixed assets. were obviously acquired in furtherance of their business. fell under the term "common fund" under Article 1767. but also to that of the nets and the floats. It is unreasonable — indeed. who in this case is Lim Tong Lim himself. though registered in his name. he is the brother of the creditor. It would have been inconceivable for Lim to involve himself so much in buying the boat but not in the acquisition of the aforesaid equipment. it could be an intangible like credit or industry. if the relationship among the three of them was merely that of lessor-lessee. These boats. That the parties agreed that any loss or profit from the sale and operation of the boats would be divided equally among them also shows that they had indeed formed a partnership. proves beyond cavil that F/B Lourdes. After all. the purchase and the repair of which were financed with borrowed money. It is not uncommon to register the properties acquired from a loan in the name of the person the lender trusts.equally among them the excess or loss. and not to him.

In the first instance. an unincorporated association. will be estopped from denying its corporate capacity in a suit against it by a third person who relied in good faith on such ." The doctrine of corporation by estoppel may apply to the alleged corporation and to a third party. which represented itself to be a corporation. "The reason behind this doctrine is obvious — an unincorporated association has no personality and would be incompetent to act and appropriate for itself the power and attributes of a corporation as provided by law. it shall not be allowed to use as a defense its lack of corporate personality." Thus. One who assumes an obligation to an ostensible corporation as such. thus. liabilities and damages incurred or arising as a result thereof: Provided however. even if the ostensible corporate entity is proven to be legally nonexistent. possessed of all the right and subject to all the liabilities of a principal. And as it is an elementary principle of law that a person who acts as an agent without authority or without a principal is himself regarded as the principal.corporation knowing it to be without authority to do so shall be liable as general partners for all debts. a person acting or purporting to act on behalf of a corporation which has no valid existence assumes such privileges and obligations and becomes personally liable for contracts entered into or for other acts performed as such agent. That when any such ostensible corporation is sued on any transaction entered by it as a corporation or on any tort committed by it as such. cannot resist performance thereof on the ground that there was in fact no corporation. it cannot create agents or confer authority on another to act in its behalf. those who act or purport to act as its representatives or agents do so without authority and at their own risk. a party may be estopped from denying its corporate existence.

a third party who. insisting that only those who dealt in the name of the ostensible corporation should be held liable. all those who benefited from the transaction made by the ostensible corporation. On the other hand. There is no dispute that PFGI is entitled to be paid for the nets it sold. The only question here is whether Lim should be held jointly liable with Chua and Yao. however. may be held liable for contracts they impliedly assented to or took advantage of. knowing an association to be unincorporated. Lim contests such liability. may be barred from denying its corporate existence in a suit brought against the alleged corporation. having reaped the benefits of the contract entered into by persons with whom he previously had an existing relationship. despite knowledge of its legal defects. Although technically it is true that Lim did not directly act on behalf of the corporation. nonetheless treated it as a corporation and received benefits from it. It cannot allege lack of personality to be sued to evade its responsibility for a contract it entered into and by virtue of which it received advantages and benefits.representation. . In such case. he is deemed to be part of said association and is covered by the scope of the doctrine of corporation by estoppel.

Although ordinarily upon the death of a partner. Goquiolay seeks to recind and render invalid the sale to Washington Sycip and Betty Lee on the grounds that Tan Sin An’s widow is but a mere limited partner without authority to sell such properties and that such sale was done to defraud Goquiolay. Further. the articles of partnership between Goquiolay and Tan Sin An clearly stipulate that in the event of the death of either partner before the expiration of the term of the partnership. Goquiolay also made no objection for several years to the such management. Such acts of administration and management cannot be done by a mere limited partner. this is done only to protect the heirs and his assets . Sycip Facts: The widow of Tan Sin An of the Goquiolay & Tan Sin An partnership allegedly sold the real property of saod partnership without the authority of Goquiolay. Guquiolay vs. thus the widow cannot be considered a mere limited partner from the being based on the agreement as she is given the right to continue the partnership. The contention that Tan Sin An’s widow is a mere limited partner and thus without authority to manage or administer the properties is without merit. such will not dissolve the partnership and shall be continued with the deceased heirs or assigns as the deceased partner’s representative.9. Issue: Held: Whether the sale was valid? Yes the Court finds the sale to be valid. his heirs and assigns assume limited partnership status. Thus. It has been proven that Tan Sin An’s widow and her family have been allowed to manage and live on the property in contention by Goquiolay for years.

The heirs may opt to waive such protect give by the law and assume the post of a general partner. The inadequacy of the price cannot also be questioned as it was sold during a time when the price of land was low due to the war. Allegations that the buyers connived with the widow to get the land also fail due to lack of . The subsequent valuation made and relied on by Goquiolay was made post war and at a time when land prices were on the rise. This has in effect happened from the very beginning of this case as the widow managed said property in dispute. Said property being contested is considered as stock in trade because the co-partnership was established to buy and sell land. said sale was made by the widow in order to answer for the debts of the partnership.from answering for the liabilities of the partnership. Ultimately laches can be attributed to Goquiolay for his inaction in all those years. Further. such must also fail. Neither should these parties inquire as to whether Tan Sin An’s widow had obtained concurrence with Goquiolay to sell the co-partnership property as the rules presume that she did get it for the benefit of the third parties. Thus it is not the capital of the partnership which was sold but the actual goods which their business trades in. On the issue that the sale was done to defraud Goquiolay. and the proceeds of such sale have also accrued to the benefit of said partnership. Third parties who transacted with Tan Sin An’s widow shall not be prejudiced as they have every right to assume that later had authority to sell said property as she was indeed managing said property.

No proof was shown that said buyers did not have the funds to buy the properties themselves.evidence. Goquiolay should have. if he did not want the sale to occur. Finally said sale was made in order to answer for partnership debts which were already due. Tan Sin An’s widow only fulfilled her duty to pay the partnership’s creditors who were demanding from her. instead of sitting back and doing nothing. answered for the partnership debts as he was also a partner. .

It was found out that Belo sometimes would participate in Geminesse Enterprise meetings to help petitioner Tocao. petitioner Belo cannot be deemed a partner.10. •With no participation in the profits. on one hand. . Tocao declared that Belo was not entitled to any share in the profits of the enterprise. ISSUE: W/N Belo is a partner of Tocao. since the essence of a partnership is that the partners share in the profits and losses. and that the latter being merely an employee of petitioner Tocao. •On the other hand. and respondent Nenita Anay. •Respondent herself professed lacked of knowledge that petitioner Belo received any share in the profits of Geminesse. TOCAO vs. CA (2000) FACTS: Petitioners maintain that there was no partnership between petitioner Belo. on the other hand. HELD: No. Belo’s presence in Geminesse Enterprise’s meetings was merely asguarantor of the company and to help Tocao his personal friend.

. CA affirmed such decision and ruled that CSC was not an agent of STM. Therese Merchandising (STM) bought 25. 1214 (SLDR No. 1214 for covering the 25. STM or any of its authorized agents could withdraw bags of sugar only against cleared checks of STM. 1214M to show that the latter was STM's agent. VICTORIAS MILLING CO. June 19.000 bags from the warehouse. Hence. CSC wrote to petitioner that it had been authorized by STM to withdraw the sugar covered by SLDR No. (VMC).000 bags of sugar.000 bags of sugar. Petitioner contended that the dealings between it and STM were part of a series of transactions involving only one account or one general contract of sale. The trial court ruled in favor of CSC. Private respondent CSC countered that the sugar purchases involving SLDR No. Thus.000 bags of sugar from petitioner Victorias Milling Co. 117356. Petitioner heavily relies upon STM's letter of authority allowing CSC to withdraw sugar against SLDR No. CSC filed an action for specific performance against petitioner. STM sold to private respondent Consolidated Sugar Corporation (CSC) its rights in SLDR No. 1214M were separate and independent transactions only.11. 2000 Facts: St. 1214M together with the letter of authority from STM authorising CSC “to withdraw for and in our behalf” the refined sugar covered by SLDR No. INC vs CA and Consolidated Sugar Corporation GR. 1214) to STM as proof of purchased. Thus. . However. CSC is entitled to the remaining 23. 1214. Later on. Inc. Hence. CSC was only allowed to withdraw 2. VMC issued several Shipping List/Delivery Receipts No. NO.

CSC was not subject to STM’s control. who agrees to act under his control and direction. In this case. Ultimately. “By the contract of agency a person binds himself to render some service or to do something in representation or on behalf of another. That no agency was meant to be established by the CSC and STM is clearly shown by CSC's communication to petitioner that SLDR No. 1214 as an assignee. The use of the words "sold and endorsed" means that STM and CSC intended a contract of sale. stopped to sue upon SLDR no. 1868 of the NCC. 1214M had been "sold and endorsed" to it. private respondent CSC was a buyer of the SLDR form and not an agent of STM. Thus." The basis of agency is representation: principal must have the intention to appoint and the agent must have the intention to accept the same. Issue: Whether or not CSC was an agent of STM and hence. with the consent or authority of the latter. Held: NO. That the authorization given to CSC contained the phrase "for and in our (STM's) behalf" did not establish an agency. . Under Art. and not an agency.. what is decisive is the intention of the parties. the principal must have the power to control the agent.

that LVN Pictures. 1 scra 132 FACTS: The Philippine Musicians Guild averred that it is a duly registered legitimate labor organization. finale music and other incidental music. background music. Inc. and alleged that the musical numbers in the filing of the companies are furnished by independent contractors. without which a motion picture is incomplete.. In their respective answers. the latter denied that they have any musicians as employees. Inc. are corporations. LVN Pictures. Inc. duly organized under the Philippine laws. that said companies employ musicians for the purpose of making music recordings for title music. engaged in the making of motion pictures and in the processing and distribution thereof. Sampaguita Pictures. musical numbers. vs. Premised upon these allegations. the Guild prayed that it be certified as the sole and exclusive bargaining agency for all musicians working in the aforementioned companies. Phil Musicians Guild.12. and that the same has no knowledge of the existence of any other legitimate labor organization representing musicians in said companies.. ISSUE: Whether or not the musicians in question are employees of the film companies HELD: The right of control of the film company over the musicians is shown (1) by calling the musicians through 'call . Inc. that ninety-five (95%) percent of all the musicians playing for the musical recordings of said companies are members of the Guild. and Premiere Productions.

. the members of the Philippine Musicians Guild are employees of the three film companies and. we cannot but conclude that to effectuate the policies of the Act and by virtue of the 'right of control' test. In view of the fact that the three (3) film companies did not question the union's majority. in order to suit the music they are playing to the picture which is being flashed on the screen. (2) by arranging schedules in its studio for recording sessions. in the application of Philippine statutes and pertinent decisions of the United States Courts on the matter to the facts established in this case. through the motion picture director. the Philippine Musicians Guild is hereby declared as the sole collective bargaining representative for all the musicians employed by the film companies. and (4) by supervising and directing in detail. therefore. Thus. the performance of the musicians before the camera. (3) by furnishing transportation and meals to musicians. entitled to right of collective bargaining under Republic Act No.slips' in 'the name of the company. 875.

29.664. Carmen thumbmarked an Affidavit of Denial alleging that Josefina obtained such donation through fraud and trickery and that she had no intention to donate the property to Josefina.m lot in Antipolo to Josefina Gabriel.-in-fact. 72 years old. 1983. which was registered on December 1.655 on November 21. Lavina as Carmen’s counsel. Carmen Paterno.1963 Josefina registered an adverse claim over the property in Sampaloc. In the Last Will and Testament. 1983.13. Remedios hired Atty.3. COURT OF APPEALS FACTS OF THE CASE: On April 6. The donation was thumbmarked by Carmen before Notary Public and the donation was accepted by donee. 1983. Carmen who was gravely ill with breast cancer executed a Last Will and Testament in which she bequeathed the same Sampaloc property to Remedios Muyot and a small 240 sq. Carmen passed away on Nov.m lot in Sampaloc Manila. single.081 sq. On Nov. Carmen also made a Revocation of Donation on November 19. 1983. 1983. she named Concepcion De Garcia as executrix of her will. . LAVINA vs. executed a donation MORTIS CAUSA in favor of Josefina Gabriel (widowed sis-in-law) a 3. Remedios then sold the Sampaloc property to Cebrero spouses for Php 2. Four months after such donation was made. Carmen also executed a General Power of Attorney appointing Remedios MUyot as her atty.

However. Vs. regarding the executor or administrator over Carmen’s estate. Upon Carmen’s death. Furthermore. the court ruled that Concepcion De Garcia is the executor as appointed by Carmen in her Last will and Testament. Only the executor or administrator may represent Carmen’s estate because only the administrator may sue and be sued and bring or defend actions for recovery or protection of the property or rights of the deceased. the general power of attorney appointing Remedios as Carmen’s agent was extinguished upon Carmen’s demise. Remedios received the summons. IAC and Squibb and Sons Philippine Corp. Josefina also asked the Court to appoint an executor or administrator over Carmen’s estate. Atty. 14.Josefina filed a complaint against Carmen’s estate and ROD to annul the deed of revocation on the ground that it was fictitious and false. ISSUE: Whether or not the GPOA appointing Remedios as Carmen’s atty. Green Valley Poultry /Allied Products Inc. 133 Scra 697 . Lavina’s authority to represent Carmen also ceased upon Carmen’s death because a dead client has no personality and cannot be represented by an attorney.-in-fact ceased upon her death HELD: YES.

petitioner must notify Squibb why the same was not yet paid. The trial court as aforesaid gave judgment in favor of Squibb which was affirmed by the Court of Appeals. without the express or implied consent of the principal. Squibb filed suit to collect. Held that Petitioner is liable because it sold on credit without authority from its principal. Should he do so. The commission agent cannot. which may result from such sale. the principal may demand from him payment in cash. . The Court. 1905. For goods delivered to Green Valley but unpaid. It reads: Art. but the commission agent shall be entitled to any interest or benefit. Payment for Purchases of Squibb Products will be due 60 days from date of invoice or the nearest business day thereto. The Civil Code has a provision exactly in point. Adopting Green Valley's theory that the contract is an agency to sell. sell on credit. if ever it sold on credit the products of Squibb and the same was not yet paid. the liability of Green Valley is indubitable. The Parties further stipulated that Petitioner. Payment by check must be on current dating. No payment win be accepted in the form of post-dated checks. Issue: Whether or not Petitioner is a Comission agent of Squibb and Sons Held: Whether viewed as an agency to sell or as a contract of sale.Facts: Squibb and Sons Appointed Petitioner as the Distributor of the Former's Animal Feed Products in order to sell the same within any place at Luzon.

sold a parcel of land in favor of Serafin Teves stipulating therein that the vendors could repurchase the land within a period of 18 months from the date of the sale. transfer. Marcelino Amigo. the power "to lease. . release.15. a power of attorney granting to the latter. in his capacity as attorneyin-fact. the lease shall automatically terminate and the right of ownership of vendee shall become absolute. let. 1954 PASTOR AMIGO and JUSTINO AMIGO. among others. G. 1940. convey and sell. and (d) in case of failure to pay any rental as agreed upon. petitioners. 1937. it was also stipulated that vendors would remain in possession of the land as lessees for a period of 18 months subject to the following terms and conditions: (a) the lessees shall pay P180 as rent every six months from the date of the agreement. L-6389 November 29. respondent. was duly accepted by the donees. 1938." On October 30. . the spouses Macario and Anacleta donated to their sons Justino Amigo and Pastor Amigo several parcels of land including their right to repurchase the land in litigation. On July 20. the lessees shall pay P100 as attorney's fees. and under such covenants as he shall think fit. and was registered in the Office of the Register of Deeds. In the same document. FACTS: On August 11. The deed of donation was made in a public instrument. No. Macario Amigo and Anacleto Cagalitan executed in favor of their son. (c) in case of litigation. bargain. 1939. SERAFIN TEVES. part or any of the properties . (b) the period of the lease shall terminate on April 30. .R. vs. upon such terms and conditions. remise. mortgage and hypothecate. Marcelino.

while the attorney-in-fact. Justino Amigo and Pastor Amigo. . Serafin Teves. but not the rental for the subsequent semester. therefore. the powers granted to said attorney-in-fact and. offered to repurchase the land from Serafin Teves by tendering to him the payment of the redemption price but the latter refused on the ground that the ownership had already been consolidated in him as purchaser a retro. executed an "Affidavit of Consolidation of Title" in view of the failure of the lessees to pay the rentals as agreed upon. nor within the purview of. who. and so on January 8. 1940. before the expiration of the 18thmonth period stipulated for the redemption of the land. as donees of the right to repurchase the land in question. however. Hence. the covenant of lease contained in said deed whereby the vendors agreed to remain in possession of the land as lessees is not germane to said power of attorney and. Marcelino. the vendee-lessor. on April 26. had the power to execute a deed of sale with right to repurchase under the power of attorney granted to him. issued to Serafin Teves the corresponding transfer of title over the land in question. and registered said affidavit in the Office of the Register of Deeds of Negros Oriental. ISSUE: Whether or not the lease covenant contained in the deed of sale with pacto de retro executed by Marcelino as attorneyin-fact in favor of Serafin is not germane to. Petitioners contend that. 1940.The vendors-lessees paid the rental corresponding to the first six months. the donees instituted the present action. 1940. on January 28. On March 9. Marcelino Amigo acted in excess of his powers as such attorney-in-fact. 1940. isultra vires and null and void. therefore.

mortgage and hypothecate . receive. convey and sell. let. tenements. and under such covenants as he shall think fit.HELD: No. bargain. the powers granted to said attorney-in-fact is not ultra vires nor null and void." When the power of attorney says that the agent can enter into any contract concerning the land. release. remise. or can sell the land under any term or condition and covenant he may think fit. upon such terms and conditions." or "to lease. Thus. agree for. purchase. . The fact that the agent has acted in accordance with the wish of his principals can be inferred from their attitude in donating to the herein petitioners the right to redeem the land under the terms and conditions appearing in the deed of sale executed by their agent. it undoubtedly means that he can act in the same manner and with the same breath and latitude as the principal could concerning the property. and accept the seizing and possessing of all lands. hereditaments. and keep lands. . among the powers granted are: to bargain. . A cursory reading thereof would at once reveal that the power granted to the agent is so broad that it practically covers the celebration of any contract and the conclusion of any covenant or stipulation. transfer.contract.

for the recovery of the ownership and posession of the properties in question. 1933.. All the findings of fact by the Court of Appeals were supported by the evidence. Atty. ISSUE: W/N there was grave abuse of discretion on the part of the Court of Appeals in its decision? RULING: No. This was agreed to by Magdalena Escay. to the Philippine National Bank. Sr. a contract hereafter referred to as original contract was entered among the Philippine National Bank. Sr.16.. the brother. under which Jose assumed the mortgage indebtedness of his deceased brother Emilio. on April 28. 61 SCRA 369 G. Arboleda (administrator of the deceased Emilio). Atty. Jose Escay. Magdalena Escay. Pending the said suit. Atty. petitioners. L-37504 December 18. respondents. in her own behalf and as guardian ad litem of their children. This was approved by the probate court taking cognizance of the estate of the deceased Emilio Escay. In 1941. When it was discovered that the original contract failed to state the transfer of the ownership of the properties in question to Jose in consideration of his assumption of the mortgage indebtedness of Emilio (subject to the right of repurchase of the heirs of Emilio within five (5) years after the mortgage indebtedness had been fully paid). there was no grave abuse of discretion by the Court of Appeals in arriving at its findings. and Atty. Arboleda. 1974 THE FACTS: Emilio Escay mortgaged his properties now in question. and the administrator. the administrator. vs. Sr. Roberto and the other children filed a complaint against Jose Escay. The SC in its ruling on the issues raised in the CA held that: . and in any event. The bank then filed in 1930 a foreclosure suit against the estate of Emilio represented by the administrator. No. a supplementary contract was entered into among the Philippine National Bank. Eduardo Arboleda.. COURT OF APPEALS. He died in 1924 before he could pay his obligation with the bank which had mounted. widow of Emilio. ET AL. ROBERTO ESCAY. ET AL. This case was provisionally dismissed. Arboleda and Jose Escay.R.

given her consent to the transfer of the rights of the estate to the lots mortgaged to the bank in favor of Jose Escay and the widow also agreed to the execution of the supplementary contract. this matter of acquisitive prescription in his favor really need not be discussed except for the fact that this was raised as an alternative defense. for herself. therefore. Since there was no fraud. the Philippine National Bank. It is not true that Magdalena Vda. since 1939 and. de Escay understood the original contract or her written conformity to mean only the transfer of possession and administration of the properties. and the Order approving the latter) Magdalena Escay gave her conformity to the deed of conveyance. the titles over the properties in question were transferred to Jose Escay. Magdalena Vda. who was therefore the registered owner thereof since that time. (Acquisition of the properties by adverse possession) As early as 1939. Sr. . de Escay. She gave her consent to the original contract executed by Atty. Sr. uninterrupted. Arboleda in favor of Jose and the bank .(Validity of the original contract. therefore. It is clear that the intention in the original contract was to transfer the properties to Jose Escay. its creditor. public. open and adverse. the supplementary contract. Actions based on express trust also prescribe and the property held in trust may be acquired by adverse possession from the moment the trust is repudiated by the trustee. since this intention was confirmed in the written consent. He alone was possessing and enjoying the fruits of the properties and he introduced permanent improvements consisting of roads and fruit trees. there was no trust relation that arose. These are titled properties in the name of Jose Escay Sr. the heirs represented by their guardian ad litem. The evidence is clear that the original and supplementary contracts were the result of a series of negotiations by the testate estate of Emilio Escay through its Judicial Administrator and legal representative. She had. (Holding of the properties in trust (implied) for the heirs of Emilio Escay) The SC held that no fraud was proved. and as guardian ad litem of her children. and recognized particularly by plaintiff Roberto Escay and by his mother Magdalena Escay. This possession in the concept of owner was continuous.

and denied their motion for reconsideration . It prescribes in ten years.The prescriptibility of an action for reconveyance based on implied or constructive trust. is now a settled question in this jurisdiction. Express trusts prescribe 10 years from the repudiation of the trust The SC dismissed the petitioners' petition for certiorari.

05 and 06 November 1970 in the Evening Post. . Bosing. Bosing. The notice of extrajudicial partition was published on 04. along with her one-fourth (1/4) interest as the surviving child of Alayo. he indicated his civil status as. On 30 October 1980. dated 06 October 1959. CA G." the common-law wife. which he addressed to Magdalena Estate. BELCODERO vs. the inheritance and estate taxes were paid. as well as her onefourth (1/4) interest as heir. he left the conjugal home." On 06 June 1958. 1993 FACTS: In 1946 The husband.000. a full "ownership" of the property. In a letter. About three years later. thereby completing for herself. Josefa's supposed one-half (1/2) interest as surviving spouse of Alayo. now Josephine Balcobero.18. and a new Transfer Certificate of Title No. Juliana (deceased Alayo's real widow) and her three legitimate children filed with the court a quo an action for reconveyance of the property. which was there described as "conjugal property" of Josefa and deceased Alayo.. Alayo D. The defendants went to the Court of Appeals which affirmed the trial court's order for reconveyance.00 consideration. the trial court ruled in favor of the plaintiffs. Alayo died on 11 march 1967. and he forthwith started to live instead with Josefa Rivera with whom he later begot one child. Alayo purchased a parcel of land on installment basis from the Magdalena Estate. In the deed. Alayo married Josefa even while his prior marriage with Juliana was still subsisting.R. Josefa and Josephine executed a document of extrajudicial partition and sale of the lot in question. this appeal. was conveyed to Josephine for a P10. "married to Josefa R. 198840 was issued on 06 June 1974 in the name of Josephine. or on 17 September 1970. he authorized the latter to transfer the lot in the name of his "wife Josefa R. Inc. Hence. Inc. 89667 October 20. On 23 August 1949. Bosing. In this deed. named Josephine Bosing. No.

however. Alayo's letter. It cannot be seriously contended that. Observe that . The property unquestionably was acquired by Alayo. that period starts from the establishment of the implied trust being the day when the cause of action would be considered to have accrued (Article 1150. Civil Code). Ordinarily. Unfortunately for Josefa and Josephine. simply because the property was titled in the name of Josefa at Alayo's request.. the property involved in this case is a realty titled under the Torrens System. HELD: The SC held in the affirmative. dated 06 October 1959. Civil Code). barely a period of six (6) years and four (4) months had elapsed. The case has accordingly been initiated seasonably.ISSUE: Wether or not the action for reconveyance instituted by juliana and her legittimate children is proper. 198840 was issued on 06 June 1974. and the filing of the action for the reconveyance of the property with the court a quo on 30 October 1980. she and Josephine executed the deed of extrajudicial partition and sale in which she asserted a one-half (1/2) interest in the property in what may be described as her share in the "conjugal partnership" with Alayo. three years after the death of Alayo. she implicitly recognized Alayo's ownership when. she should thereby be deemed to be its owner. 3 Between the time Transfer of Certificate of Title No. More importantly. The prescriptive period is thus to be counted from the time the transaction affecting the property is registered with the corresponding issuance of a new certificate of title. Inc. merely authorized the latter to have title to the property transferred to her name. to Magdalena Estate." the last one-fourth (1/4) going to Josephine as the issue of the deceased. The applicable prescriptive period for an action seeking a reconveyance of the property by the beneficiaries thereof is ten (10) years (Article 1144. plus another one-fourth (1/4) interest as "surviving widow.

.the above adjudication would have exactly conformed with a partition in intestacy had they been the sole and legitimate heirs of the decedent.

refers to fishponds covered by permits or leases and since no permit or lease had as yet been granted to Casteel. may be issued or executed by the Secretary of Agriculture and Natural Resources. They also assai as inaccurate the statement in the .20. He cannot lawfully enter upon definite tracts of a public forest land to be devoted exclusively for fishpond purposes. or to take certain fishery products or to construct fishponds within tidal.four. “ It is clear from the Fisheries Act that only holders of permits or leases issued or executed by the Secretary of Agriculture and Natural Resources can devoted exclusively for fishpond purposes. for a certain stated period of time not to exceed twenty years. the prohibition does not apply. mangrove and other swamps.…. DELUAO V. to enter upon definite tracts of a public forest land to be devoted exclusively for fishpond purposes. CASTEEL AUGUST 29. 1969 FACTS: Sec. ponds and streams within public forest lands or proclaimed timber lands or established forest reserves. sec 37 (a). 63 of Act 4003 states that “Permits or leases entitling the holders thereof. Appellees insist that the prohibition in Fisheries Administrative Order 24. A transferee or sub-lessee of a fishpond is not a holder of a permit or lease.

1964. the Director of Fisheries issued a memorandum to the District Fishery Officer. Davao instructing the latter to take immediate steps to execute the decisions of the Secretary of Agriculture. 1963. Innocencia Deluao dated June 1. 1961. ISSUE: Whether or not there was a valid partnership and whether or not there is a valid trust. July 9. There was no valid partnership. The Supreme Court held that the contract of partnership to divide the .SC’s decision after the Secretary of Agriculture and Natural Resources approved the appellant’s application because he (Secretary) did not approve the appellant’s fishpond application but merely reinstated and gave due course to the same. a new protest against the execution of the decisions with the Commissioner of Fisheries. Said protest was dismissed by the Acting Commissioner of Fisheries in a letter to Mrs. An appeal from the foregoing dismissal was taken by the appellees to the DANR Secretary who dismissed the same in a letter dated September 12. 1967. On October 26. HELD: 1.) No.

no rights or obligations could have arisen therefrom.fishpond between them after such award became illegal because there are prohibitory laws in it. . “Trust is the right. no trust could have resulted from an act violative of the law. to the beneficial employment of property the legal title to which is in another. the partnership is void. Hence.) There is no valid trust. Hence. Since the second part of the contract was held to be illegal. The change in the intention of the parties to divide the fishpond referred solely to joint administration before the actual division of the fishpond. 2. it cannot be made subject to any suspensive condition and a partnership can not be formed for an illegal purpose or one contrary to public policy and that where the object of a partnership is the prosecution of an illegal business or one which is contrary to public policy. enforceable in equity.

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