HEIRS OF TAN ENG KEE v. COURT OF APPEALS G.R. No. 126881. October 3, 2000.

HEIRS OF TAN ENG KEE, petitioners, vs. COURT OF APPEALS and BENGUET LUMBER
COMPANY, represented by its President TAN ENG LAY, respondents.
CASE: Petition for Certiorari

-Heirs of Tang Eng Kee, common-law spouse Matilde Abubo and children (died Sept 13, 1984)
-filed suit against Eng Kee brother (Feb 1990) Tang Eng Lay and impleaded priv respondent
BENGUET LUMBER COMPANY
-for accounting, liquidation, winding up and equal division of net assets of the alleged
partnership BENGUET LUMBER formed after WW2

PETITIONER:
- after WW2, Eng Kee and Eng Lay pooled industry and resources together entered into
partnership engaged in the business of selling lumber and hardware and construction
supplies (BENGUET LUMBER)
- 1981 Eng Lay and children caused the conversion of the partnership Benguet Lumber
which the brothers Eng Lay and Eng Key jointly managed into a corporation – a BENGUET
LUMBER COMPANY
- Such deprived Eng Kee and heirs rightful participation in the profits of the business
- also filed Criminal Case (MTC Baguio) falsifying a document in a judicial proceeding
(offered in trial court) payroll of Eng Kee, showing he is a mere employee of Benguet Lumber
and falsification of commercial documents by a private individual
GROUNDS (for alleged partnership):
a) jointly conducted the affairs of the business during Kee’s lifetime – an witness was told by
Kee that 80 pcs GI sheets added to the business
b) both giving orders to the employees both seated on a table and “commanding people”;
supervising laborers
c) both preparing orders from suppliers
d) both families stayed in the compound of Benguet Lumber
e) all their children employed in the business in different capacities

RESPONDENT
- Eng Lay denied the existence of partnership, sole proprietorship
- Eng Kee merely an employee -basis of his SSS coverage effective 1958, payrolls and
payroll listings inclusive for the years 1982 to 1983, where Eng Lay was mentioned also as
the proprietor

 RTC BAGUIO – yes partnership -- joint venture

MTC Baguio – dismissed crim charges of falsification due to insufficiency of evidence

CANO PARTNERSHIP
ELEMENTS not established:
1) a contract, either oral or written real property or where the capital is 3K or more, the
execution of a contract is necessary
2) the capacity of the parties to execute the contract
 3) money, property or industry contribution
4) community of funds and interest, mentioning equality of the partners or one having a
proportionate share in the benefits
5) intention to divide the profits, being the true test of the partnership
- only firm name, no firm account, firm letterheads, no certificate of partnership, no agreement
as to profits and losses, and no time fixed for the duration of the partnership were submitted as
evidence
- no business book, no written account nor any memorandum for that matter and no license
mentioning the existence of a partnership
- no attempt to submit evidenceof an accounting corresponding to the period after the war
until Kee's death in 1984
- proof submitted only of a proprietorship  a certification mentioned Eng Lay as the only
registered owner of the Benguet Lumber and Hardware
- application for registration, effective 1954, in fact mentioned that his business started in 1945
until 1985 (thereafter, the incorporation)
- Not SEC registered (required under Art. 1771 immovable and Art. 1772 capital of 3K and
above)
- incorporation no proof that capital assets of the partnership maliciously assigned or
transferred by Eng Lay

ISSUE: w/n a partnership existed between brothers Tang Eng Kee and Tang Eng Lay

HELD: NO
1) to constitute a partnership, it must be established (oral or written)
a) two or more persons bound themselves to contribute money, property, or industry to a
common fund
b) they intend to divide the profits among themselves

2) requisites for the validity when immovable property or real rights are contributed or
when the partnership has a capital of three thousand pesos or more
 if real – public instru required attached w/ inventory signed by the parties
capital of 3K and up – public instru and SEC reg

3) absence of best evidence – contract or articles of partnership

- since Eng Kee dead and Eng Lay denied partnership
- based on the circumstantial evidence – quality

4) no proof of demand of periodic accounting

- Tan Eng Kee never asked for an accounting
- accounting may be deferred –“if excellent relations exist among the partners at the start of the
business and all the partners are more interested in seeing the firm grow rather than get
immediate returns, a deferment of sharing in the profits is perfectly plausible”
deferment of accounting is too long to be plausible

5) Eng Kee is employee. Art. 1769 par. 4(2)

- Eng Kee was involved in the operations of Benguet Lumber, but in what capacity is unclear
- as a member of the family  occupied a niche above the rank-and-file employees, privilege
such as his residence in the Benguet Lumber Company compound; moral, if not actual,
superiority over his fellow employees which entitled him to exercise powers of supervision
- supervision and duties is to place orders with suppliers can also be done by ordinary
employees

DECISION: no partnership, it follows that there is no dissolution, winding up or

liquidation to speak of