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L-33580
1931
February 6,
ROMUALDEZ, J.:
The plaintiff brought an action for the
rescission of a partnership contract between
himself and the defendant, entered into on
October 15, 1920, the reimbursement by the
latter of his 50,000 peso investment therein,
with interest at 12 per cent per annum form
October 15, 1920, with costs, and any other
just and equitable remedy against said
defendant.
The defendant denies generally and
specifically all the allegations of the complaint
which are incompatible with his special
defenses, cross-complaint and counterclaim,
setting up the latter and asking for the
dissolution of the partnership, and the
payment to him as its manager and
administrator of P500 monthly from October
15, 1920, until the final dissolution, with
interest, one-half of said amount to be
charged to the plaintiff. He also prays for any
other just and equitable remedy.
To guarantee the repayment of the abovementioned loan, Bartolome Puzon, without the
knowledge and consent of William
Uy, 14 assigned to the Philippine National Bank
all the payments to be received on account of
the contracts with the Bureau of Public
Highways for the construction of the aforementioned projects. 15 By virtue of said
assignment, the Bureau of Public Highways
paid the money due on the partial
accomplishments on the government projects
in question to the Philippine National Bank
which, in turn, applied portions of it in
payment of Puzon's loan. Of the amount of
P1,047,181.07, released by the Bureau of
Public Highways in payment of the partial
work completed by the partnership on the
projects, the amount of P332,539.60 was
applied in payment of Puzon's loan and only
the amount of P27,820.80 was deposited in
the partnership funds, 16 which, for all
practical purposes, was also under Puzon's
account since Puzon was the custodian of the
common funds.
+.wph!1
Undisputed
balance as of
Dec. 1967
Add: Items
omitted from
the books but
P
8,242.
recognized
and charged
to
Miscellaneous
Expenses by
Mr. Ablaza
7,497.
80
Add:
Payro
lls
paid
by
the
appel
lee
P128,
103.7
7
63,00
0.00
Less:
Payro
ll
remit
tance
s
recei
ved
Add:
Other
expe
65,1
3.77
nses
incurr
ed at
the
KKK-20,
KKK-21)
site
(Exhs
, ZZ,
ZZ-1
to
ZZ-4)
Total
Investmen
ts
26,02
7.04
TOTA
L
Pl
15,453.3
9
Appellee's
total
credits
P106,871
.00
Add:
unrecorde
d balances
for the
month of
Dec. 1957
(Exhs.
KKK, KK-1
to KKK_19,
KKK-22)
3,917,39
Add:
Payments
to Munoz,
as
subcontrac
tor of five,
(5) Bridges
(p. 264
tsn; Exhs.
4,665.00
FIRST DIVISION
G.R. No. L-59956 October 31, 1984
ISABELO MORAN, JR., petitioner,
vs.
THE HON. COURT OF APPEALS and
MARIANO E. PECSON, respondents.
46
II
THE HONORABLE COURT OF APPEALS
GRIEVOUSLY ERRED IN HOLDING PETITIONER
ISABELO C. MORAN, JR. LIABLE TO
RESPONDENT MARIANO E. PECSON IN THE
SUM OF P8,000, AS SUPPOSED COMMISSION
IN THE PARTNERSHIP ARISING OUT OF
PECSON'S INVESTMENT.
III
IV
ASSUMING WITHOUT ADMITTING THAT
PETITIONER IS AT ALL LIABLE FOR ANY
AMOUNT, THE HONORABLE COURT OF
APPEALS DID NOT EVEN OFFSET PAYMENTS
ADMITTEDLY RECEIVED BY PECSON FROM
MORAN.
V
THE HONORABLE COURT OF APPEALS
GRIEVOUSLY ERRED IN NOT GRANTING THE
PETITIONER'S COMPULSORY COUNTERCLAIM
FOR DAMAGES.
The first question raised in this petition refers
to the award of P47,500.00 as the private
respondent's share in the unrealized profits of
the partnership. The petitioner contends that
the award is highly speculative. The petitioner
maintains that the respondent court did not
take into account the great risks involved in
the business undertaking.
We agree with the petitioner that the award of
speculative damages has no basis in fact and
law.
There is no dispute over the nature of the
agreement between the petitioner and the
private respondent. It is a contract of
partnership. The latter in his complaint
alleged that he was induced by the petitioner
to enter into a partnership with him under the
following terms and conditions: t.hqw
1. That the partnership will
print colored posters of the
delegates to the Constitutional
Convention;
2. That they will invest the
amount of Fifteen Thousand
Pesos (P15,000.00) each;
10
11
xxxxxxxxx
L-Book entitled "Voice of the
Veterans" which is being offered
for the purpose of showing the
subject matter of the other
partnership agreement and in
which plaintiff invested the
12
xxxxxxxxx
P-Promissory note for
P14,000.00. This is also
defendant's Exhibit 2. It is being
offered for the purpose of
showing the transaction as
explained in connection with
Exhibits E, L, M, and N above.
A Yes, sir.
Q What is this promissory note, in connection
with your transaction with the defendant?
Court
13
Mark it as Exhibit M.
SO ORDERED.1wph1.t
G.R. No. 70926 January 31, 1989
DAN FUE LEUNG, petitioner,
vs.
HON. INTERMEDIATE APPELLATE COURT
and LEUNG YIU, respondents.
14
15
WHEREFORE, judgment is
hereby rendered, ordering the
plaintiff (sic) and against the
defendant, ordering the latter
to pay the former the sum
equivalent to 22% of the net
profit of P8,000.00 per day from
the time of judicial demand,
until fully paid, plus the sum of
P5,000.00 as and for attorney's
fees and costs of suit. (p. 150,
Rollo)
16
17
18
Q Per service?
A Per service, Per catering.
A Yes, sir.
A Yes.
A Yes.
A Yes.
(TSN, pp. 53 to 59, inclusive, November
15,1978)
xxxxxxxxx
ATTY. HIPOLITO:
COURT:Any cross?
I see.
19
20
21
WHEREFORE,
DISMISSED
for lack of
merit. The
decision of
the
respondent
court is
AFFIRMED
with a
125.79
143.86
Pero se debededucir la
cantidadtomadapor Jose Ornum
P10,244.
65
1,650.00
Cantidadnetaquedebecorresponder a Jose
Ornum
P8,594.
65
Capital de EmerencianaOrnumsegun el
ultimo balance
P8,448.
00
106.54
Participacion de
EmerencianaOrnumcomosocia industrial
143.86
Pero se debededucir la
cantidadtomadaporEmerencianaOrnum
Cantidadnetaquedebecorresponder a
EmerencianaOrnum
MODIFICATION that as indicated above, the
partnership of the parties is ordered
dissolved.
SO ORDERED.
Republic of the Philippines
SUPREME COURT
Manila
EN BANC
G.R. No. L-47823
22
P8,698.4
0
1,850.00
P6,848.
40
EmerencianoOrnum formed a partnership,
whereby the former, as capitalist, delivered
the sum of P1,000 to the latter who, as
industrial partner, was to conduct a business
at his place of residence in Romblon. In 1912,
when the assets of the partnership consisted
of outstanding accounts and old stock of
merchandise, EmerencianoOrnum, following
the wishes of his wife, asked for the
dissolution of the Lasala, EmerencianoOrnum
looked for some one who could take his place
and he suggested the names of the
petitioners who accordingly became the new
partners. Upon joining the business, the
petitioners, contributed P505.54 as their
capital, with the result that in the new
partnership Pedro Lasala had a capital of
P1,000, appraised value of the assets of the
former partnership, plus the said P505.54
invested by the petitioners who, as industrial
partners, were to run the business in
Romblon. After the death of Pedro Lasala, his
children (the respondents) succeeded to all
his rights and interest in the partnership. The
partners never knew each other personally.
No formal partnership agreement was ever
executed. The petitioners, as managing
partners, were received one-half of the net
gains, and the other half was to be divided
between them and the Lasala group in
proportion to the capital put in by each group.
During the course divided, but the partners
En cuantohayamosrecibidoesto,
entoncesfirmaremos el balance
quehabeishechoalli, cuyacopia has
dejadoaqui.
Recuerdos a todosalli y mandar.
Pursuant to the request contained in this
letter, the petitioners remitted and paid to the
respondents the total amount corresponding
to them under the above-quoted statement of
accounts which, however, was not signed by
the latter. Thereafter the complaint in this
case was filed by the respondents, praying for
an accounting and final liquidation of the
assets of the partnership. The Court of First
Instance of Manila held that the last and final
23
"(a) Querecientemente se ha
hechounaacabada revision de
lascuentas y libros del negocio, y, se
ha descubiertoque los
demandadoscometieron un error al
hacerlasentregas de
lasvariascantidades en efectivo a los
demandantes, entregando en total
mayor cantidades a la
quetenianderechoestosporsuparticipac
ion y ganancias en dichonegocio;
24
EN BANC
G.R. No. L-5953
1912
February 24,
25
26
27
28
29
30
ARELLANO, C.J.:
31
STATEMENT
Plaintiff alleges that about December 23,
1926, he and the defendants formed a
partnership for the operation of a fish
business and similar commercial transactions,
which by mutual contest was called
"Malangpaya Fish Co," with a capital of
P35,000, of which plaintiff paid P25,000, the
defendant Martin P5,000, P2,500, and Golucke
P2,500. That as such partnership, they agreed
to share in the profits and losses of the
business in proportion to the amount of
capital which each contributed. That the
plaintiff was named the general manager to
take charge of the business, with full power to
do and perform all acts necessary to carry out
of the purposes of the partnership. That there
was no agreement as to the duration of the
partnership. That plaintiff wants to dissolve it,
but that the defendants refused to do so. A
statement marked Exhibit A, which purports
to be a cash book, is made a part of the
complaint. That the partnership purchased
and now owns a lighter called Lapu-Lapu, and
a motorshipcalledBarracuda, and other
properties. That the lighter and the motorship
are in the possession of the defendants who
are making use of them, to the damage and
prejudice of the plaintiff, for any damage
which plaintiff may sustain. That it is for the
best interest of the parties to have a receiver
appointed pending this litigation, to take
possession of the properties, and he prays
that the Philippine Trust Company be
appointed receiver, and for judgment
dissolving the partnership, with costs.
September 12,
M. TEAGUE, plaintiff-appellant,
vs.
H. MARTIN, J. T. MADDY and L.H.
GOLUCKE, defendants-appellees.
32
33
So ordered.
May 16, 1928, plaintiff filed a motion praying
for an order "directing the court's
stenographic notes taken by them of the
evidence presented in the present case, as
soon as possible." This motion was denied on
May 19th, and on May 16th, the court denied
the plaintiff's motion for reconsideration. To all
of which exceptions were duly taken.
34
JOHNS, J.:
By their respective pleadings, all parties
agreed that there was a partnership between
them, which appears at one time to have
done a good business. In legal effect, plaintiff
asked for its dissolution and the appointment
of a receiver pendente lite. The defendants
did not object to the dissolution of the
partnership, but prayed for an accounting
with the plaintiff. It was upon such issues that
the evidence was taken and the case tried.
Hence, there is no merit in the first in the first
assignment of error. Complaint is made that
the lower court did not specifically decide as
to whether or not the plaintiff was the
manager of the unregistered partnership. But
upon that question the lower court, in legal
effect, followed and approved the contention
of the defendants that the duties of each
partners were specified and defined in the
"plans for formation of a limited partnership,"
in which it is stated that Captain Maddy would
have charge of the Barracuda and its
navigation, with a salary of P300 per month,
and that Martin would have charge of the
southern station, cold stores, commisary and
procuring fish, with a salary of P300 per
month, and that the plaintiff would have
charge of selling fish in Manila and purchasing
supplies, without salary until such time as the
business is placed on a paying basis, when his
salary would be the same as that of Maddy
and Martin, and that the principal office of the
partnership "shall keep books showing plainly
all transactions," which shall be available at
all time for inspection of any of the members.
35
Q.
Did you not say that
you paid yourself a salary in
August because you made a
profit?
A.
Yes. This profit was
made counting the stock on
hand and equipment on hand,
but as far as cash to pay this
balance, I did not have it. when
I wanted a salary I just took it. I
ran things to suit myself.
xxx
A.
You are mistaken; I
am not against them. I paid this
out for filing this complaint and
if the honorable court strikes it
out, all right. I think it was a
just charge. When I want to sue
them the Company can pay for
my suit.
A.
Well, I put the salary
in there.
Q.
I am asking you if that
is true?
A.
I do not think I will
decide that, I think it will be
decided by the court.
Q.
Would you have any
objection to their asking for
their attorney's fees from the
company as partners also in the
business?
Q.
I will ask you to
answer the question?
A.
You asked me my
opinion and I said that I am
entitled to it.
xxx
A.
xxx
A.
Yes, that is the way I
do my business.
To say the least, this kind of evidence does
not appeal to the court. This case has been
bitterly contested, and there is much feeling
between the parties and even their respective
attorneys. Be that as it may, we are clearly of
the opinion that the findings of the lower
court upon questions of fact are well
sustained by the evidence. Plaintiff's case was
tried on the theory that the partnership was
the owner of the property in question, and no
claim was made for the use of the Lapu-Lapu,
and it appears that P14,032.26 of the
partnership money was used in its purchase,
overhauling, expenses and repairs. That in
truth and in fact the partnership had the use
and benefit of the Lapu-Lapu in its business
xxx
Q.
You have your own
bookkeeping?
A.
Well, I run my
business to suit myself, I put in
the books what I want to, and I
leave out what I want to, and I
have a quarter of a million
pesos to show for it,
xxx
xxx
Yes.
Q.
You would object to
your partners having their
attorney's fees here paid out of
the copartnership like you have
had yours paid?
xxx
xxx
Q.
In other words in
going against these partners
you are going to tax them for
the services of your attorney?
Q.
Then this salary does
not take into consideration the
fact that you claim the
company is very badly in debt?
xxx
xxx
xxx
36
37
FIRST DIVISION
[G.R. No. L-3745. October 26, 1907. ]
JUAN AGUSTIN, ET AL., plaintiffs; VICTOR
DEL ROSARIO, appellant, v. BARTOLOME
INOCENCIO, Defendant-Appellee.
38
EN BANC
G.R. No. L-45464
39
40
EN BANC
G.R. No. L-45624
41
42
43
E. M. BACHRACH, plaintiff-appellee,
vs.
"LA PROTECTORA", ET AL., defendantsappellants.
Vicente Foz for appellants.
A. J. Burke for appellee.
STREET, J.:
44
P. P. La Protectora
By Marcelo Barba
Marcelo Barba.
The other two notes are signed in the same
way with the word "By" omitted before the
name of Marcelo Barba in the second line of
the signature. It is obvious that in thus signing
the notes Marcelo Barba intended to bind
both the partnership and himself. In the body
of the note the word "I" (yo) instead of "we"
(nosotros) is used before the words "promise
to pay" (prometemos) used in the printed
form. It is plain that the singular pronoun here
has all the force of the plural.
45
October 21,
STREET, J.:
46
x xx
x xx
47
48
49
50