For tonight's activity, research and read the following cases:

1. Estanislao, Jr. vs. CA, GR No. 49982, April 27, 1988

FACTS: 
Petitioner Estanislao & private respondents are siblings. They co-own a lot which was leased by SHELL.
The family has agreed through a joint affidavit that they will open and operate Estanislao Shell Service
and that it will be operated and managed solely by the petitioner to keep with
SHELL’s policy of appointing only one dealer. Said affidavit also stipulates that the advanced rental of
Php 15, 0000.00 from SHELL shall be used to augment their capital investment in the operation of
the gasoline station and that said rental shall be credited until the monthly rentals accumulate to Php15,
000.00.
Subsequently, the parties entered into another agreement entitled Additional Cash Pledge Agreement
assigning to SHELL the same Php 15, 000.00 advance rentals that shall be credited until the monthly
rentals accumulate to Php 15, 000.00 which the private respondents have agreed to consider as cash
deposit of petitioner to SHELL to increase his credit limit as dealer. This subsequent agreement stated
that it “cancels and supersedes” the joint affidavit earlier made. For some time, petitioner submitted
financial statements pertaining to their business operation but later failed to render subsequent
accounting. Hence, the complaint of private respondents praying among others that they be paid of their
lawful shares and participation in the net profits of the business.

ISSUES:
Whether or not a partnership exists between members of the same family arising from their joint
ownership of certain properties
RULINGS:
What the subsequent agreement cancels and supersedes is the duplication of reference to the
Php15,000.00 advance rentals and not the partnership agreement they had in the joint affidavit. SHELL is
a signatory to said subsequent agreement and it will go against its policy if in the agreement it should
state that that the business is not a sole proprietorship of the petitioner but a partnership with the
private respondents.
The parties formed a partnership when they bound themselves to contribute money to a common fund
with the intention of dividing the profits among themselves. The petitioner’s sole dealership was a result
of SHELL’s policy and the understanding of the parties of having only one dealer of the SHELL products

2.
FACTS:

 September 7, 1956: San Jose Petroleum (SJP) filed with the Philippine Securities and Exchange
Commission a sworn registration statement, for the registration and licensing for sale in the
Philippines Voting Trust Certificates representing 2,000,000 shares of its capital stock of a par
value of $0.35 a share, at P1.00 per share
  It was alleged that the entire proceeds of the sale of said securities will be devoted or used
exclusively to finance the operations of San Jose Oil Company, Inc. (Domestic Mining Oil
Company)
 express condition of the sale that every purchaser of the securities shall not receive a stock
certificate, but a registered or bearer-voting-trust certificate from the voting trustees James L.
Buckley and Austin G.E. Taylor
 June 20, 1958: SJP amended Statement increasing 2,000,000 to 5,000,000, at a reduced offering
price of from P1.00 to P0.70 per share
 Pedro R. Palting together with other investors in the share of SJP filed with the SEC an opposing
the registration and licensing of the securities on the grounds that:
1. tie-up between the issuer, SJP, a Panamanian corp. and San Jose Oil (SJO), a domestic
corporation, violates the Constitution of the Philippines, the Corporation Law and the
Petroleum Act of 1949
2. issuer has not been licensed to transact business in the Philippines
3. sale of the shares of the issuer is fraudulent, and works or tends to work a fraud upon
Philippine purchasers
4.  issuer as an enterprise, as well as its business, is based upon unsound business principles
ISSUES:
1. W/N Pedro R. Palting, as a "prospective investor" in SJP's securities, has personality to file -YES
2. W/N the tie-up violates the Constitution of the Philippines, the Corporation Law and the
Petroleum Act of 1949 (Up to what level do you apply the grandfather rule?) - YES

RULINGS:
motion of respondent to dismiss this appeal, is denied and the orders of the Securities and Exchange
Commissioner, allowing the registration of Respondent's securities and licensing their sale in the
Philippines are hereby set aside. The case is remanded to the Securities and Exchange Commission for
appropriate action in consonance with this decision.
1. YES
 any person (who may not be "aggrieved" or "interested" within the legal acceptation of the word)
is allowed or permitted to file an opposition to the registration of securities for sale in the
Philippines
 eliminating the word "aggrieved" appearing in the old Rule, being procedural in nature, and in
view of the express provision of Rule 144 that the new rules made effective on January 1, 1964
shall govern not only cases brought after they took effect but all further proceedings in cases
then pending, except to the extent that in the opinion of the Court their application would not be
feasible or would work injustice, in which event the former procedure shall apply
*amiscus curae -stranger to the case
    2.  YES
 SJO (domestic)- 90% owned by SJP (foreign) wholly owned by Pantepec Oil Co. and Pancoastel
Petroleum, both organized and existing under the laws of Venezuela
 CANNOT go beyond the level of what is reasonable
 SJO is not a party and it is not necessary to do so to dispose of the present controversy. 
 SJP actually lost $4,550,000.00, which was received by SJO
 Articles of Incorporation of SJP is unlawful:

1. the directors of the Company need not be shareholders;

2. that in the meetings of the board of directors, any director may be represented and may vote
through a proxy who also need not be a director or stockholder; and
3. that no contract or transaction between the corporation and any other association or partnership
will be affected, except in case of fraud, by the fact that any of the directors or officers of the
corporation is interested in, or is a director or officer of, such other association or partnership, and
that no such contract or transaction of the corporation with any other person or persons, firm,
association or partnership shall be affected by the fact that any director or officer of the
corporation is a party to or has an interest in, such contract or transaction, or has in anyway
connected with such other person or persons, firm, association or partnership; and finally, that all
and any of the persons who may become director or officer of the corporation shall be relieved
from all responsibility for which they may otherwise be liable by reason of any contract entered
into with the corporation, whether it be for his benefit or for the benefit of any other person, firm,
association or partnership in which he may be interested.
FACTS:
Pedro R. Palting and others, allegedly prospective investors in San Jose Petrol shares, filed a sworn
registration statement with the Philippine Securities and Exchange Commission for the registration and
licensing for sale in the Philippines of Voting Trust Certificates representing 2,000,000 shares of its
capital stock with a par value of $0.35 per share, at P1.00 per share.
ISSUE: Whether San Jose Petroleum has the legal right to do business in the Philippines.
RULING:
NO. It lacks the required percentage of Filipino capital to conduct business legally in the Philippines.
There is no indication of these stockholders' citizenship or the total number of authorized stocks of each
corporation in the two lists of stockholders for the purpose of calculating the corresponding percentage of
these listed stockholders in relation to the respective capital stock of said corporation.

3. Agad vs. Mabato, L-24193, June 28, 1968

FACTS:
ISSUES:
RULINGS:

Facts:
Plaintiff Mauricio Agad alleged that he and Defendant Severino Mabato are partners in a fishpond
business, to the capital of which Agad contributed P1000 with the right to receive 50%of profits; that
from 1952up to and including 1956, Mabato who handled the partnership funds, had yearly rendered
accounts of the operations of the partnership; that despite repeated demands Mabato had failed and
refused to render accounts for the years 1957 up to 1963. Agad prayed that judgment be rendered
sentencing Mabato to pay him the sum of P14,000 as his share in the profits of the partnership for the
period from 1957 to 1963.In his Answer, Mabato admitted the formal allegations of the complaint and
denied the existence of said partnership on the ground that the contract therefor had not been perfected
because Agad had allegedly failed to give his P1000 contribution to the partnership capital. Mabato
prayed for the dismissal of the complaint. The complaint was subsequently dismissed upon the theory that
the contract of partnership is null and void pursuant to Art. 1773,CC because an inventory referred to had
not been attached thereto. Art. 1773. A contract of partnership is void, whenever immovable property is
contributed thereto, if inventory of said property is not made, signed by the parties; and attached to the
public instrument. Thus, Agad brought the matter for review by record on appeal.
Issue: WON immovable property or real rights have been contributed to the partnership under
consideration.
Ruling: No. None of the partners contributed either a fishpond or a real right to any fishpond. Their
contributions were limited to the sum of P1000 each. Par. 4 of Annex A provides: “that the capital of said
partnership is two thousand (P2000) pesos od which one thousand (P1000) has been contributed by
Severino Mabato and one thousand (P1000) has been contributed by Mauricio Agad.” The operation of
the fishpond mentioned in Annex A was the purpose of the partnership. Neither said fishpond or real right
thereto was contributed to the partnership or became part of the capital thereof, even if a fishpond or a
real right thereto could become part of its assets. Art. 1773, CC is not in point in this case.

In a yellow pad paper, write a case digest following the format:

FACTS (what is the case all about?)
ISSUE (what is the problem to be resolved by the court?)
RULING (what is the decision of the court and the specific provision of law on which it is based)

Output should be handwritten legibly, observing proper margins on both sides.