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G.R. No.

1184 April 22, 1904

THE COMPAÑIA AGRICOLA DE ULTRAMAR, plaintiff-appellant, vs. ANACLETO REYES, ET AL., defendants-appellees.
the representative of the Compañia Agricola de Ultramar, a partnership legally organized in Madrid, Spain, domiciled in the city
of Manila, presented a complaint in the justice's court of the town of Quingua,... Province of Bulacan, against Anacleto Reyes
and others... that the defendants were tenants of the estate called Tabang, San Marcos, and Dampol, the property of the
plaintiff company... without having paid the rent for the years 1899,1900, and 1901, notwithstanding the fact that said payment
had been demanded several times at the end of each year.
the plaintiff company prayed... ordering them to vacate the lands occupied by them and to restore the possession thereof to the
plaintiff... the justice of the peace,... a... commercial partnership, and subject to the provisions of the Code of Commerce, and
had not registered in the commercial registry, denied the petition of the plaintiff... the Court of First Instance of Bulacan...
rendered... judgment confirming the decision of the justice's court of Quingua, and declared the Compañia Agricola de Ultramar,
a commercial partnership, and therefore that its registry in the commercial register was necessary in order to appear in an
action... the plaintiff company, by petition, prayed that the decision before mentioned should be annulled
The judge... declared that the Compañia Agricola de Ultramar, was a civil partnership, to which are applicable the provisions of
the Code of Commerce in conformity with article 1670 of the Civil Code, and that said partnership should be registered in the...
commercial registry
The organizers of the Compañia Agricola de Ultramar, stated in the articles of incorporation that by the same they organized a
special civil corporation for the purposes and ends expressed therein.
the principal object is to obtain a judicial declaration that the plaintiff herein is a civil partnership,... and is not therefore under
the obligation of registering in the commercial registry in order to have juridical personality with the power to appear in an
action against the defendants.
in this present cause there is no evidence showing the character of the business of the plaintiff save... the articles of its
association. We must therefore decide whether this plaintiff was a mercantile or a civil corporation by the purposes declared in
its articles of association, and the law governing in such cases.
Mercantile associations, purely, are governed by the mercantile code. Civil associations are governed by the Civil Code.
Primarily we must determine whether an association is mercantile or civil simply by the form of its organization.
The Commercial Code
Article 116 defines a commercial association and provides that
"Articles of association by which two or more persons obligate themselves to place in a common fund any property, industry, or
any of these things, in order to obtain profit, shall be commercial, no matter what its nature may be, provided it has been
established in accordance... with the provisions of this code.
"After a commercial association has been established, it shall have the right to operate as a juristic person in all its acts and
Article 1665 defines a partnership as follows:
"Partnership is a contract by which 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.'
Article 1670 provides that civil partnerships, on account of the; objects to which they are devoted, may adopt all the forms
recognized >y the Commercial Code. In such cases its (Commercial Code) provisions shall be applicable in so far as they do not
conflict with the... provisions of this code.
It will be seen from this provision that whether or not partnerships shall adopt the forms provided for by the Civil or Commercial
Codes is left entirely to their discretion. And furthermore, that such civil partnerships shall only be governed by the forms and
provisions of... the Commercial Code when they expressly adopt them, and then only in so far as they (rules of the Commercial
Code) do not conflict with the provisions of the Civil Code. In this provision the legislature expressly indicates that there may
exist two classes, of commercial... associations, depending not upon the business in which they are engaged but upon the
particular form adopted in their organization. The definition of the partnership found in article 1665 clearly includes associations
organized for the purpose, of gain growing out of commercial... transactions.
If it is held that an association which adopts the. form for its organization provided for by the Civil Code is controlled by the rules
requiring registration under the Commercial Code, then by which code shall the courts be governed in applying the rules of the
liability of... their members and for the dissolution of the same?
It will be seen from these provisions of the codes that the Civil Code has expressly provided for the existence of commercial
associations, giving them juristic personality and certain rights and privileges. In these provisions no reference is made to the
provisions of the
Commercial Code. It is contended that notwithstanding this fact, such associations are nevertheless governed by the provisions
of the latter code.
It is our opinion that associations organized under the different codes are governed by the provisions of the respective codes.
From the articles of association it will be seen that the plaintiff company was organized expressly under the provisions of the
Civil Code... we are justified in reaching the following conclusions:
First. That the plaintiff company had statutory authority to organize under the Civil Code for the purposes indicated in its articles
of association.
Second. That it did effect its organization under the Civil Code in force in these Islands.
Fourth. That the plaintiff company, having complied with the forms required for the organization of associations of its class
under the Civil Code, is a juristic person recognized by law, and has capacity to maintain the present action

G.R. No. L-41182-3 April 16, 1988

ELISEO S.CANILAO, and SEGUNDINA NOGUERA, respondents-appellees.
The petitioners invoke the provisions on human relations of the Civil Code in this appeal by certiorari.
Mrs. Segundina Noguera, party of the first part; the Tourist World Service, Inc., represented by Mr. Eliseo Canilao as party of the
second part, and hereinafter referred to as appellants, the Tourist World Service, Inc. leased the premises belonging to the party
of the first part at Mabini St., Manila for the former-s use as a branch office. In the said contract the party of the third part held
herself solidarily liable with the party of the part for the prompt payment of the monthly rental agreed on. When the branch
office was opened, the same was run by the herein appellant Una 0. Sevilla payable to Tourist World Service Inc. by any airline
for any fare brought in on the efforts of Mrs. Lina Sevilla, 4% was to go to Lina Sevilla and 3% was to be withheld by the Tourist
World Service, Inc.
On November 24, 1961 the Tourist World Service, Inc. appears to have been informed that Lina Sevilla was connected with a
rival firm, the Philippine Travel Bureau, and, since the branch office was anyhow losing, the Tourist World Service considered
closing down its office.
On June 17,1963, appellant Lina Sevilla refiled her case against the herein appellees and after the issues were joined, the
reinstated counterclaim of Segundina Noguera and the new complaint of appellant Lina Sevilla were jointly heard following
which the court ordered both cases dismiss for lack of merit.
In her appeal, Lina Sevilla claims that a joint bussiness venture was entered into by and between her and appellee TWS with
offices at the Ermita branch office and that she was not an employee of the TWS to the end that her relationship with TWS was
one of a joint business venture appellant made declarations.
Whether or not the padlocking of the premises by the Tourist World Service, Inc. without the knowledge and consent of the
appellant Lina Sevilla entitled the latter to the relief of damages prayed for and whether or not the evidence for the said
appellant supports the contention that the appellee Tourist World Service, Inc. unilaterally and without the consent of the
appellant disconnected the telephone lines of the Ermita branch office of the appellee Tourist World Service, Inc.?
The trial court held for the private respondent on the premise that the private respondent, Tourist World Service, Inc., being the
true lessee, it was within its prerogative to terminate the lease and padlock the premises. It likewise found the petitioner, Lina
Sevilla, to be a mere employee of said Tourist World Service, Inc. and as such, she was bound by the acts of her employer. The
respondent Court of Appeal rendered an affirmance.
In this jurisdiction, there has been no uniform test to determine the evidence of an employer-employee relation. In general, we
have relied on the so-called right of control test, "where the person for whom the services are performed reserves a right to
control not only the end to be achieved but also the means to be used in reaching such end." Subsequently, however, we have
considered, in addition to the standard of right-of control, the existing economic conditions prevailing between the parties, like
the inclusion of the employee in the payrolls, in determining the existence of an employer-employee relationship.
the Decision promulgated on January 23, 1975 as well as the Resolution issued on July 31, 1975, by the respondent Court of
Appeals is hereby REVERSED and SET ASIDE. The private respondent, Tourist World Service, Inc., and Eliseo Canilao, are
ORDERED jointly and severally to indemnify the petitioner, Lina Sevilla, the sum of 25,00.00 as and for moral damages, the sum
of P10,000.00, as and for exemplary damages, and the sum of P5,000.00, as and for nominal and/or temperate damages.
G.R. No. L-49982 April 27, 1988
SANTIAGO, respondents.
Petitioner and private respondents are brothers and sisters who are co-owners of certain lots at the corner of Annapolis and
Aurora Blvd., Quezon City which were then being leased to the Shell Company of the Philippines Limited (SHELL). They agreed to
open and operate a gas station thereat to be known as Estanislao Shell Service Station with an initial investment of P15,000.00
to be taken from the advance rentals due to them from SHELL for the occupancy of the said lots owned in common by them.
On May 26, 1966, the parties herein entered into an Additional Agreement with a proviso that said agreement cancels and
supersedes the original agreement executed by the co-owners.
For sometime, the petitioner submitted financial statements regarding the operation of the business to private respondents, but
thereafter petitioner failed to render subsequent accounting.
A demand was made on petitioner:
• to render an accounting of the profits;
• to execute a public document embodying all the provisions of the partnership agreement;
• to pay the plaintiffs their lawful shares and participation in the net profits of the business.
YES. The Joint Affidavit of April 11, 1966 (Exhibit A), clearly stipulated by the members of the same family that the P15,000.00
advance rental due to them from SHELL shall augment their "capital investment" in the operation of the gasoline station.
other evidence in the record:
⁃ Petitioner submitted to private respondents periodic accounting of the business.
⁃ Petitioner gave a written authority to private respondent Remedios Estanislao, his sister, to examine and audit the books of
their "common business" (aming negosyo).
⁃ Respondent Remedios assisted in the running of the business.
G.R. No. 70926 January 31, 1989
DAN FUE LEUNG, petitioner, vs. HON. INTERMEDIATE APPELLATE COURT and LEUNG YIU, respondents. John L. Uy for petitioner.
Edgardo F. Sundiam for private respondent
The petitioner asks for the reversal of the decision of the Appellate Court in which affirmed the decision of the lower court
declaring private respondent Leung Yiu a partner of petitioner Dan Fue Leung in the business of Sun Wah Panciteria and ordering
the petitioner to pay to the private respondent his share in the annual profits of the said restaurant.
This case originated from a complaint filed by respondent Leung Yiu with the lower court to recover the sum equivalent to
twenty-two percent (22%) of the annual profits derived from the operation of Sun Wah Panciteria since October, 1995 from
petitioner Dan Fue Leung.
The Sun Wah Panciteria was registered as a single proprietorship and its licencses and permits were issued to and in
favour of petitioner Dan Fue Leung as the sole proprietor. Respondent Leung Yiu adduced evidence during the trial of
the case to show that Sun Wah Panciteria was actually a partnership and that he was one of the partners having
contributed P4,000.00 to its initial establishment.

G.R. No. 135813 October 25, 2001