TOCAO and BELO v. CA and ANAY a.
a) there was intention to create a partnership
October 4, 2000 | Ynares-Santiago, J. |
PETITIONERS: Marjorie Tocao and William Belo
RESPONDENTS: CA and Nenita Anay
SUMMARY:
DOCTRINE:
FACTS:
1. Belo, Tocao and Anay entered into a joint venture. Belo volunteered to
finance the joint venture, Tacao acted as President and General Manager,
while Anay was the marketing head and later VP for sales.
2. Anay also organized the administrative staff and sales force, and used her
name (Belos name did not appear) in securing the distributorship of
cookware from West Bend Company.
3. Parties agreed that Anay would be entitled to:
a. 10% annual profits
b. 6% overriding commission
c. 30% of the sales she would make
d. 2% of the demonstration services
i. Their agreement was not reduced to writing.
4. Their business, Geminesse Enterprise, a sole proprietorship registered in
Tocaos name, was successful
5. Later, Anay had learned that Tocao had signed a letter addressed to the
Cubao Sales Office to the effect that Anay was no longer the VP of
Geminesse and that she was barred from holding office and conducting
demonstrations in both Makati and Cubao offices
6. Anay filed a complaint for sum of money with damages against Tocao and
Belo praying for:
a. Unpaid overriding commission for Jan-Feb 1988
b. Moral and exemplary damages
c. An audit of the finances of Geminesse from the inception of the
business until she was illegally dismissed to determine her 10%
share in the net profits
d. 5% overriding commission on the remaining cookware sets before
her dismissal
7. PETs: since the agreement was not in writing, it was not enforceable, void
and inexistent. It was a sole proprietorship of Tocao, as Anay was an
employee of Tocao therefore the complaint should have been lodged with
the DOLE.
8. Trial Court: there was an oral partnership agreement
b. b) a common fund was established through contributions consisting
of money industry and
c. c) there was a joint interest in the profits.
i. A partner who is excluded wrongfully from a partnership
must be given his due upon dissolution of the partnership.
9. CA affirmed.
ISSUES:
1. WON there exists a partnership among the parties. YES
RATIO:
1. Requisites for a partnership to be considered a juridical personality
a. two or more persons bind themselves to contribute money, property
or industry to a common fund
b. intention on the part of the partners to divide the profits among
themselves
2. Nature and Characteristics:
a. May be constituted in any form; a public instrument is necessary
only where immovable property or real rights are contributed
thereto
b. Consensual which means that an oral contract of partnership is as
good as a written one
c. Where no immovable property or real rights are involved, what
matters is that the parties complied with the requisites of a
partnership
d. Each partner must share in the profits and losses of the venture,
except that the industrial partner shall not be liable for the losses
e. The partnership exists until dissolved under the law.
3. In the case at bar, the fact that there appears to be no record in the SEC of a
public instrument embodying the partnership agreement pursuant to Art.
1772 did not cause the nullification of the partnership (Art. 1768)
4. Anay contributed her expertise in marketing and sales to the partnership and
hence, she was an industrial or managing partner under the law.
a. The following shows the existence of a partnership, thereby
negating the contention that Anay was a mere employee.
i. Tocao and Belo, by the set-up of the business, made third
persons to believe that a partnership had indeed been forged
between PETs and Anay
ii. Belo authorized in writing on a stationery with the
business letterhead that Anay should receive 37%
commission of the proceeds of her personal sales
iii. Anay had an indispensable role in the success of the
 business
5. As industrial partner, RESP had the right to demand for a formal accounting
to receive her shares in the net profit
6. Since the partnership created has no fixed term and is therefore a partnership
at will predicated on their mutual desire and consent, it may be dissolved by
the will of a partner
a. The unjustified dissolution by a partner can subject him to action for
damages because by the mutual agency that arises in a partnership,
the doctrine of delectus personae allows the partners to have the
power, although not necessarily the right to dissolve the partnership
b. Tocaos unilateral exclusion of RESP from the partnership is shown
by her memo to the Cubao office. Nevertheless, the partnership was
not terminated thereby, entitling Anay to damages.