BENJAMIN YU, petitioner, vs.

NATIONAL LABOR RELATIONS COMMISSION and JADE

MOUNTAIN PRODUCTS COMPANY LIMITED, WILLY CO, RHODORA D. BENDAL, LEA
BENDAL, CHIU SHIAN JENG and CHEN HO-FU, respondents. G.R. No. 97212 June 30, 1993
FACTS: Benjamin Yu used to be the Assistant General Manager of Jade Mountain, a partnership engaged
in marble quarrying and export business. The majority of the founding partners sold their interests in said
partnership to Willy Co and Emmanuel Zapanta without Yu’s knowledge. Said new partnership continued
operating under the same name and continued the business’s operations. However, it transferred its main
office from Makati to Mandaluyong. Said new partnership did not anymore availed of the services of Yu.
Thus, he filed a complaint for illegal dismissal, recovery of unpaid wages and damages. ISSUE: Whether
or not old partnership of YU and as Assistant General Manager extinguished and replaced by new
partnership. RULING: No. The legal consequences of dissolution of a partnership do not, however,
automatically result in the determination of the legal personality of the old partnership. The legal effect of
the changes in the membership of the partnership was the dissolution of the old partnership which had
hired Yu in 1984 and the emergence of a new firm composed of Willy Co and Emmanuel Zapanta in
1987. The new partnership simply took over the business enterprise owned by the preceding partnership,
and continued using the old name of Jade Mountain Products Company Limited, without winding up the
business affairs of the old partnership, paying off its debts, liquidating and distributing its net assets, and
then re-assembling the said assets or most of them and opening a new business enterprise. Not only the
retiring partners but also the new partnership itself which continued the business of the old, dissolved,
one, are liable for the debts of the preceding partnership.

LOURDES NAVARRO AND MENARDO NAVARRO, petitioners, vs. COURT OF APPEALS, JUDGE
BETHEL KATALBASMOSCARDON, Presiding Judge, Regional Trial Court of Bacolod City, Branch
52, Sixth Judicial Region and Spouses OLIVIA V. YANSON AND RICARDO B. YANSON,
respondents. G.R. No. 101847 May 27, 1993 FACTS: Private respondent Olivia V. Yanson and Petitioner
Lourdes Navarro were engaged in the business of Air Freight Service Agency. Pursuant to the Agreement
which they entered, they agreed to operate the said Agency; It is the Private Respondent Olivia Yanson
who supplies the necessary equipment and money used in the operation of the agency. Her brother in the
person of Atty. Rodolfo Villaflores was the manager thereof while petitioner Lourdes Navarro was the
Cashier; In compliance to her obligation as stated in their agreement, private respondent brought into their
business certain chattels or movables or personal properties. However, those personal properties remain to
be registered in her name; Among the provisions stipulated in their agreement is the equal sharing of
whatever proceeds realized from their business; However, sometime on July 23, 1976, private respondent
Olivia V. Yanson, in order for her to recovery the above mentioned personal properties which she brought
into their business, filed a complaint against petitioner Lourdes Navarro for "Delivery of Personal
Properties With Damages and with an application for a writ of replevin. Private respondents' application
for a writ of replevin was later approved/granted by the trial court. For her defense, petitioner Navarro
argue that she and private respondent Yanson actually formed a verbal partnership which was engaged in
the business of Air Freight Service Agency. She contended that the decision sustaining the writ of
replevin is void since the properties belonging to the partnership do not actually belong to any of the
parties until the final disposition and winding up of the partnership. ISSUE:

Whether or not a partnership exists between the parties. RULING: No. Article 1767 of the New Civil
Code defines the contract of partnership: Art. 1767. 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 proceeds among themselves. A cursory examination of the evidences presented no proof that
a partnership, whether oral or written had been constituted. In fact, those movables brought by the
plaintiff for the use in the operation of the business remain registered in her name. While there may have
been co-ownership or co-possession of some items and/or any sharing of proceeds by way of advances
received by both plaintiff and the defendant, these are not indicative and supportive of the existence of
any partnership between them. Art. 1769 par. 2 provides: Co-ownership or copossession does not of itself
establish a partnership, whether such co-owners or co-possessors do or do not share any profits made by
the use of the property” Besides, the alleged profit was a difference found after evaluating the assets and
not arising from the real operation of the business.