1.) Fernando Santos vs. Spouses Reyes (GR.

135813, October 25, 2001)

Facts:
Fernando Santos, Nieves Reyes and Melton Zabat orally agreed to form a partnership
which is a lending business. Santos contributes 70 % of his profits while Reyes and
Zabat shared 30%. Reyes introduced Gragera whom they would provide loans to
Grageras corporation particularly its employees. They executed an agreement in which
Gragera shall have a commission based on the loan payments. Later on, it was found
out that Zabat engaged in the same lending business in competition with their
partnership. Zabat was expelled and Arsenio Reyes joined the partnership. During the
course of the partnership, Santos accused the spouses Reyes of not remitting the loan
payments and argued that the spouses are only his employees and not partners with
respect to the agreement with Gragera. The lower court and Court of Appeals ruled
against Santos and that Santos and the spouses were partners.

Issue:
Whether or not there was a partnership formed between Santos and spouses Reyes?

Held:
Yes, the original partnership formed with Zabat who was expelled was continued by the
remaining partners with no intent to dissolve. Under Art. 1767, by 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.
The fact that there exists an Articles of Agreement with their signatories indicates
partnership.

2.) Heirs of Tan Eng Kee vs. Court of Appeals (GR. 126881, October 03, 2000)

Facts:
After World War II, brothers, Tan Eng Kee and Tan Eng Lay formed a partnership
engaged in the lumber business named Benguet Lumber which they jointly managed
until Tan Eng Kees death. The business prospered and was made into a corporation
named Benguet Lumber Company. Following the death of Tan Eng Kee, his heirs filed
suit against Tan Eng Lay at RTC Baguio for accounting and equal distribution of profits.
RTC ruled that Benguet Lumber was a joint venture which is same to a particular
partnership, declared the brothers as partners, and the heirs of the deceased can have
a legal right to share in the assets. Tan Eng Lay appealed to the Court of Appeals and
reversed RTCs decision. The heirs of the deceased appealed to the Supreme Court.

Issue:
Whether or not there exists a partnership between Tan Eng Lay and Tan Eng Kee?

Held:
No. The elements for the existence of a partnership were not shown. Under the civil
code, the elements to have an existence of a partnership are: 1.) There is a lawful
contract, 2.) Capacity of the parties to engage in the contract, 3.) There is a contribution
of money, property, industry to a common fund, 4.) There is a proportionate share and
5.) With the intention of diving the profits among themselves. In this case, there was no
formal organization of partnership between the brothers. Tan Eng Kee was only an
employee of Benguet Lumber and not a partner as they failed to prove that the brothers
intended to divide the profits of the business among themselves.