VILLAREAL V.

RAMIREZ 453 PHIL 999

G.R. No. 144214. July 14, 2003

FACTS: In 1984, Villareal, Carmelito Jose and Jesus Jose formed a partnership with
a capital of P750,000 for the operation of a restaurant and catering business.
Respondent Ramirez joined as a partner in the business with the capital contribution
of P250, 000. In 1987, Jesus Jose withdrew from the partnership and within the
same time, Villareal and Carmelito Jose, petitioners closed the business without prior
knowledge of respondents. In March 1987, respondents wrote a letter to petitioners
stating that they were no longer interested in continuing the partnership and that they
were accepting the latter’s offer to return their capital contribution. This was left
unheeded by the petitioners, and by reason of which respondents filed a complaint in
the RTC.RTC ruled that the parties had voluntarily entered into a partnership, which
could be dissolved at any time, and this dissolution was showed by the fact that
petitioners stopped operating the restaurant. On appeal, CA upheld RTC’s decision
that the partnership was dissolved and it added that respondents had no right to
demand the return of their capital contribution. However, since petitioners did not
give the proper accounting for the liquidation of the partnership, the CA took it upon
itself to compute their liabilities and the amount that is proper to the respondent.

ISSUE: WON petitioners are liable to respondents for the latter’s share in the
partnership.

RULING: No. Respondents have no right to demand from the petitioner the return of
their equity share. As found by the court petitioners did not personally hold its equity
or assets. “The partnership has a juridical personality separate and distinct from that
of each of the partners.” Since the capital was contributed to the partnership, not to
petitioners, it is the partnership that must refund the equity of the retiring partners.
However, before the partners can be paid their shares, the creditors of the
partnership must first be compensated. Therefore, the exact amount of refund
equivalent to respondents’ one-third share in the partnership cannot be determined
until all the partnership assets will have been liquidated and all partnership creditors
have been paid. CA’s computation of the amount to be refunded to respondents as
their share was thus erroneous.
 VICENTE SY v. CA,
GR No. 142293, 2003-02-27

FACTS:
In 1958, private respondent Jaime Sahot started working as a truck helper for
petitioners' family-owned trucking business named Vicente Sy Trucking. In 1965, he
became a truck driver of the same family business, renamed T.Paulino Trucking
Service, later 6B's Trucking Corporation in 1985, and thereafter known as SBT
Trucking Corporation since 1994. Throughout all these changes in names and for 36
years, private respondents continuously served the trucking business of petitioners.
In April 1994, Sahot was already 59 years old. He had been incurring
absences as he was suffering from various ailments. He inquired about his medical
and retirement benefits with the Social Security System (SSS) but discovered that
his premium payments had not been remitted by his employer.
Sahot had filed a week-long leave sometime in May 1994. He was medically
examined and treated, reason for him to apply for extension of his leave for the
whole month of June, 1994. It was at this time when petitioners threatened and
dismissed him from work, effective June 30, 1994.
On September 13, 1994, Sahot filed with the NLRC NCR Arbitration Branch, a
complaint for illegal dismissal. Petitioners admitted they had a trucking business in
the 1950s but denied employing helpers and drivers. They contend that the private
respondent was not illegally dismissed as a driver because he was in fact petitioner's
industrial partner.
The NLRC NCR Arbitration Branch, through Labor Arbiter Ariel Cadiente
Santos, ruled that there was no illegal dismissal in Sahot's case. On appeal, the
National Labor Relations Commission modified the judgment of the Labor Arbiter. It
declared that the private respondent was an employee, not an industrial partner,
since the start.
Petitioners assailed the decision of the NLRC before the Court of Appeals.
The appellate court affirmed with modification the judgment of the NLRC. It held that
the private respondent was indeed an employee of petitioners since 1958.

ISSUE: Whether or not an employer-employee relationship existed between

petitioner and respondent Sahot.

RULING:
Article 1767[21] of the Civil Code states that in a 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
Not one of these circumstances is present in this case. No written agreement
exists to prove the partnership between the parties. Private respondent did not
contribute money, property or industry for the purpose of engaging in the supposed
business. There is no proof that he was receiving a share in the profits as a matter of
course, during the period when the trucking business was under operation. Neither is
there any proof that he had actively participated in the management, administration
and adoption of policies of the business.
Thus, the NLRC and the CA did not err in reversing the finding of the Labor
Arbiter that the private respondent was an industrial partner from 1958 to 1994.
Dizon v. Court of Appeals G.R. No. 122544, 28 January 2003
FACTS:

Private respondent Overland Express Lines, Inc. (lessee) entered into a

Contract of Lease with Option to Buy with petitioners (lessors) involving a parcel of
land. The term of the lease was for one (1) year commencing from May 16, 1974 up
to May 15, 1975. During this period, private respondent was granted an option to
purchase for the amount of P3,000.00 per square meter. Thereafter, the lease shall
be on a per month basis with a monthly rental of P3,000.00.

For failure of private respondent to pay the increased rental of P8,000.00 per
month, petitioners filed an action for ejectment. It also concluded that there was a
perfected contract of sale between the parties on the leased premises and that
pursuant to the option to buy agreement, private respondent had acquired the rights
of a vendee in a contract of sale. It opined that the payment by private respondent of
the partial payment for the leased property, which petitioners accepted (through Alice
A. Dizon) and for which an official receipt was issued, was the operative act that
gave rise to a perfected contract of sale, and that for failure of petitioners to deny
receipt thereof, private respondent can therefore assume that Alice A. Dizon, acting
as agent of petitioners, was authorized by them to receive the money in their behalf.

ISSUE:

Whether or not Alice Dizon was an authorized agent of the petitioners to receive
payment from the respondents.

RULING:

No. There was no valid consent by the petitioners (as co-owners of the leased
premises) on the supposed sale entered into by Alice A. Dizon, as petitioners’
alleged agent, and private respondent. The basis for agency is representation and a
person dealing with an agent is put upon inquiry and must discover upon his peril the
authority of the agent. As provided in Article 1868 of the New Civil Code, there was
no showing that petitioners consented to the act of Alice A. Dizon nor authorized her
to act on their behalf with regard to her transaction with private respondent. The
most prudent thing a private respondent should have done was to ascertain the
extent of the authority of Alice A. Dizon. Being negligent in this regard, private
respondents cannot seek relief on the basis of a supposed agency.

In Bacaltos Coal Mines vs. Court of Appeals, we explained the rule in dealing
with an agent: Every person dealing with an agent is put upon inquiry and must
discover upon his peril the authority of the agent. If he does not make such an
inquiry, he is chargeable with knowledge of the agent’s authority, and his ignorance
of that authority will not be any excuse. Persons dealing with an assumed agent,
whether the assumed agency be a general or special one, are bound at their peril, if
they would hold the principal, to ascertain not only the fact of the agency but also the
nature and extent of the authority, and in case either is controverted, the burden of
proof is upon them to establish it.