Estanislao, Jr. Vs.

Court of Appeals
G.R. NO.  49982
Date of
Promulgation April 27, 1988

Ponente GANCAYCO, J

Facts Petitioner and Respondent are siblings and co-owners of a

plot of land being leased by the Shell Company. They agreed
to open and operate a gas station using the advance rentals
due to them from Shell from occupancy of the lots. A Joint
Affidavit was executed on April 11, 1966.

Petitioner Eligio Estanislao was to operate and manage the

gasoline service station of the family. Eligio was also made to
apply for the dealership in his own name as Shell’s policy is
to only allow one dealer. Respondent Remedios Estanislao
helped petitioner manage the operations.

On May 26, 1966, the parties herein entered into an

Additional Cash Pledge Agreement with SHELL which
reiterated the deposit of the 15,000 pesos with Shell to cover
advances of fuel. Such agreement contained a provision
which "cancels and supersedes the Joint Affidavit dated 11
April 1966 executed by the co-owners."

Following this, the petitioner continued to provide financial

statements to respondent regarding the business for a period
of time before failing to render subsequent accounting. After
respondent demanded such accounting records, it was shown
that petitioner received a profit of P 87,293.79 by the end of
1968 and P 150,000.00 by the end of 1969.

Respondent subsequently filed complaint with the CFI of Rizal

praying that petitioner be ordered:

1.) to execute a public document embodying all the

provisions of the partnership agreement entered into
between plaintiffs and defendant as provided in Article 1771
of the New Civil Code

2.) to render a formal accounting of the business

3.) to pay the plaintiffs their lawful shares and participation

in the net profits of the business

4.) to pay atty’s fees and cost of suit

CFI’s Decision Respondent’s petition granted. Petitioner ordered to

comply with the demands of respondent.
CA’s Decision CFI’s decision affirmed

Issue/s Whether or not petitioner and respondent were partners

Ratio
Decidendi Yes. Petitioner contends that due to the stipulation
cancelling and superseding the Joint Agreement, any
 previous partnership agreement had thereby been
abrogated. The Court finds no merit in this argument.
Such cancelling and superseding stipulation was
necessary to avoid a duplication of reference.

It is entirely evident that there was in fact a partnership

agreement between the parties.

1.) Petitioner submitted periodic accounting of the

business to respondents.

2.) Petitioner gave a written authority to private

respondent Remedies Estanislao, his sister, to examine
and audit the books of their "common business'

3.) Respondent Remedios assisted in the running of the

business.

There is no doubt that the parties hereto formed a

partnership when they bound themselves to contribute
money to a common fund with the intention of dividing
the profits among themselves.

Ruling Judgement of the CA is affirmed.