LILIBETH SUNGA-CHAN and CECILIA SUNGA, petitioners, vs.

THE HONORABLE COURT OF

APPEALS; THE HONORABLE PRESIDING JUDGE, Regional Trial Court, Branch 11, Sindangan,
Zamboanga Del Norte; THE REGIONAL TRIAL COURT SHERIFF, Branch 11, Sindangan, Zamboanga
Del Norte; THE CLERK OF COURT OF MANILA, as Ex-Officio Sheriff; and LAMBERTO T. CHUA,
respondents. G.R. No. 164401 June 25, 2008 FACTS: On June 22, 1992, respondent Lamberto T. Chua
filed a complaint against petitioners, Lilibeth Sunga Sunga Chan and Cecilia Sunga, daughter and wife,
respectively of the deceased Jacinto L. Sunga, for winding up of Partnership Affairs, accounting,
appraisal and recovery of Shares and Damages with Writ of Preliminary Attachment with the Regional
Trial Court, Branch 11, Zamboanga del Norte. Respondent alleged that in 1977, he verbally entered into a
partnership with Jacinto in the distribution of Shellane Liquefied Petroleum Gas (LPG) in Manila with
initial capital contribution of Php100,000.00 each, with the intention that the profits would be equally
divided between them. For business convenience, respondent and Jacinto agreed to register the business
name of their partnership SHELLITE GAS APPLIANCE CENTER under the name of Jacinto as sole
proprietorship. ISSUE: Whether or not respondent Lamberto Chua and Jacinto L. Sunga has entered into
a partnership. RULING: Yes. The court ruled that a partnership may be constituted in any form, except
where immovable property or real rights are contributed thereto, in which case a public instrument shall
be necessary. Also, Article 1772 of the Civil Code requires that partnership with a capital of Php3,000.00
or more must register with the Securities and Exchange Commission, however this registration
requirement is not mandatory. Article 1768 of the Civil Code explicitly provides that the partnership
retains its juridical personality even if it fails register. The failure to register the contract of partnership
does not invalidate the same as among the

partners, so long as the contract has the essential requisites, because the main purpose of registration is to
give notice to third parties, and it can be assumed that the members themselves knew of the contents of
their contract. EMILIO EMNACE, petitioner, vs. COURT OF APPEALS, ESTATE OF VICENTE
TABANAO, SHERWIN TABANAO, VICENTE WILLIAM TABANAO, JANETTE TABANAO
DEPOSOY, VICENTA MAY TABANAO VARELA, ROSELA TABANAO and VINCENT
TABANAO, respondents. G.R. No. 126334 November 23, 2001 FACTS: Emilio Emnace, Jacinto
Divinagracia and Vicente Tabanao formed a partnership engaged in the fishing industry. In 1986, Jacinto
decided to leave the partnership hence they agreed to dissolve the partnership. At that time, the
partnership has an estimated asset amounting to P30,000,000.00. However, until the death of Vicente
Tabanao in 1994, Emnace never rendered an accounting either to Vicente or his heirs. Emnace reneged on
his promise to turn over Tabanao’s share which is 1/3 of the P30M. The heirs of Tabanao then sued
Emnace. Emnace argued, among others, that the heirs are barred by prescription hence they can no longer
demand an accounting. He contends that the partnership was dissolved in 1986 and that was the time
when Tabanao’s (and his heirs’) right to inquire into the business affairs accrued; that said right has
expired in 1990 or 4 years after. So beyond 1990, they can no longer inquire. ISSUE: Whether or not the
heirs of prescription.

Tabano are barred by

RULING: No. Prescription has not run in this case, it has never begun. The three final stages of
partnership are: a) dissolution, b) winding up, and c) termination. In this case, Emnace and his partners
dissolved their partnership but such did not perfect the dissolution because no accounting took place. The
partnership, although dissolved, continues to exist and its legal personality is retained, at which time it

completes the winding up of its affairs, including the partitioning and distribution of the net partnership
assets to the partners. For as long as the partnership exists, any of the partners (or legal representative – in
this case the heirs of Tabanao) may demand an accounting of the partnership’s business. Prescription of
the said right starts to run only upon the dissolution of the partnership when the final accounting is done.
When a final accounting is made, it is only then that prescription begins to run. In the case at bar, no final
accounting has been made, and that is precisely what the heirs are seeking in their action before the trial
court, since Emnace has failed or refused to render an accounting of the partnership’s business and assets.
Hence, the said action is not barred by prescription.