4.) Duterte v Rallos (2 P 509)
The
Facts: Duterte (plaintiff-appellant)
claimed that Rallos (defendant), and
one Castro were partners in the
management of a cockpit. However,
Rallos denied said claim. The court
found that no such partnership
existed and ordered judgment in
favor with Rallos.
It is undisputed that the plaintiff
rendered services in the
management of the cockpit, and
that the defendant paid him money
on account of the cockpit.
Rallos, after denying that the
plaintiff was his partner, testified
that the profits were divided. A
portion of which was given to two
friends, Duterte and Castro, but not
as partners. A portion was given to
Duterte solely because he was a
friend who aided and encouraged
the cockpit and had no duty to
perform, except when he had to
preside at the cockpit. He added
that he only paid them for his
pleasure, as friends, Duterte had no
legal interest.
Duterte testified that he made a
verbal contract of partnership with
the Rallos for this business,
uncontradicted evidence that he
performed services in connection
with it; that Rallos paid him the
money on account thereof and sent
him accounts for three months
showing his interest to be one-third
of the profits in addition to the $5
each day, and wrote him a letter in
which he said that he admitted the
Duterte into the partnership in
order to collect what Duterte owed
him on another transaction.
lower court found that no such
partnership existed and ordered
judgment for the defendant. The
plaintiff moved for a new trial, which
was denied.
Issue: Whether or not Duterte and
Rallos entered into a contract of
partnership.
Held: Yes, Duterte and Rallos
entered into a contract of
partnership.
The SC have examined the evidence
and are of the opinion that the
finding of the lower court as to the
existence of the copartnership is
manifestly against the evidence. The
Court see no other way of explaining
the accounts submitted by the
defendant to the plaintiff. The
evidence (letters and testimonies)
presented clearly showed than that
there was a partnership between
them up. That there was an
agreement to share the profits is
clearly proved by the accounts
submitted. The plaintiff testified that
the profits and losses were to be
shared equally. But even omitting
this testimony, the case is covered
by article 1689 of the Civil Code,
which provides that, in the absence
of agreement as to the losses, they
shall be shared as the gains are.
Article 1668 of the Civil Code is not
applicable to the case. No real estate
was contributed by any member.
The partnership did not become the
owner of the cockpit. It is
undisputed that this was owned by
the defendant and that the
partnership paid him ten dollars a
day for the use of it. The finding of
fact by the court below, that there
was no partnership, at least to
September 1, 1901, was plainly and
manifestly against the evidence, and
for that reason a new trial of this
case must be had.
5.) Eligio Estanislao, Jr. v. Court
of Appeals ,REMEDIOS
ESTANISLAO, EMILIO and
LEOCADIO SANTIAGO
160 S 830
FACTS: 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 coowners. 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.
ISSUE: IS A PARTNERSHIP a
FORMED WHERE MEMBERS OF
THE SAME FAMILY BIND
THEMSELVES TO CONTRIBUTE
MONEY TO A COMMON FUND
WITH THE INTENTION OF
DIVIDING THE PROFITS AMONG
THEMSELVES?
HELD: 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.
6.) Moran, Jr. vs CA
133 S 88
Summary: Art ic le 178 8. A
par tn er wh o h as und er tak en
to co ntr ib ute a s um ofmoney
and fails to do so becomes a
debtor for the interest and
damagesfrom the time he
should have complied with his
obligation. The same ruleapplies
to any amount he may have taken
from the partnership coffers,
andhis liability shall begin from
the time he converted the
amount to his ownuse. a case, a
partner in a construction venture,
who, contrary to the termso f t h e
partnership, failed to
contribute his share in the
c a p i t a l o f t h e partnership, was
ordered by the court to reimburse
his co-partner whateveramount
the latter invested in or spent for
the partnership on account of
theconstruction projects.
Facts: In February 1971, Isabelo
Moran and Mariano Pecson entered
into a partnership agreement where
they agreed to contribute P15k each
for the purpose of printing 95k
posters of the delegates to the then
1971 Constitutional Commission.
Moran shall be in charge in
managing the printing of the
posters. It was further agreed that
Pecson will receive a commission of
P1k a month starting from April
1971 to December 1971; that the
partnership is to be liquidated on
December 15, 1971. Pecson partially
fulfilled his obligation to the
partnership when he issued P10k in
favor of the partnership. He gave the
P10k to Moran as
the managing partner. Moran
however did not add anything and,
instead, he only used P4k out of the
P10k in printing 2,000 posters. He
only printed 2,000 posters because
he felt that printing all 95k posters
is a losing venture because of the
delay by the COMELEC in
announcing the full delegates. All
the posters were sold for a total of
P10k. Pecson sued Moran. The trial
court ordered Moran to pay Pecson
damages. The Court of Appeals
affirmed the decision of the trial
court but modified the same as it
ordered Moran to pay P47.5k for
unrealized profit; P8k for Pecson‘s
monthly commissions; P7k as
return of investment because the
venture never took off; plus interest.
ISSUE: Whether or not the CA
judgment is correct.
HELD: No. The award of P47.5k for
unrealized profit is speculative.
There is no evidence whatsoever
that the partnership between the
Moran and Pecson would have been
a profitable venture (because base
on the circumstances then i.e. the
delay of the COMELEC in
proclaiming the candidates, profit is
highly unlikely). In fact, it was a
failure doomed from the start. There
is therefore no basis for the award of
speculative damages in favor of
Pecson. Further, there is mutual
breach in this case, Pecson only
gave P10k instead of P15k while
Moran gave nothing at all. As for the
P8k monthly commission, this is
without basis. The agreement does
not state the basis of the
commission. The payment of the
commission could only have been
predicated on relatively extravagant
profits. The parties could not have
intended the giving of a commission
inspite of loss or failure of the
venture. Since the venture was a
failure, Pecson is not entitled to the
P8k commission. As for the P7k
award as return for Pecson‘s
investment, the CA erred in his
ruling too. Though the venture
failed, it did took off the ground as
evidenced by the 2,000 posters
printed. Hence, return of investment
is not proper in this case. There are
risks in any business venture and
the failure of the undertaking
cannot entirely be blamed on the
managing partner alone, specially if
the latter exercised his best
business judgment, which seems to
be true in this case. Moran must
however return the unused P6k of
Pecson‘s contribution to the
partnership plus P3k representing
Pecson‘s profit share in the sale of
the printed posters. Computation of
P3k profit share is as follows: (P10k
profit from the sale of the 2,000
posters printed) – (P4k expense in
printing the 2k posters) = (P6k
profit); Profit ÷ 2 = P3k each.