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Heirs of Jose Lim vs.

Lim its income that is left in the project, in

( Trucking Business ) addition to its actual mining claim.
F: Petitioners insists that Jose Lim was the Meanwhile, petitioner's contribution would
partner of Norberto and Jimmy and not consist of its expertise in the
Elfledo (late husband of respondent) and management and operation of mines, as
therefore all the properties acquired by well as the manager's account which is
Elfledo and respondent form part of the comprised of P11M in funds and property
estate of Jose, having been derived from the and petitioner's "compensation" as
alleged partnership. manager that cannot be paid in cash.
The mining suffered serious loses which
I: W/N Elfledo is a partner of the said trucking ended business of both parties evidenced by
company. their execution of a compromise
H: The CIR assessed Philex Mining for tax
The court applying 1769 of the Civil deficiencies. It stressed that Philex entered
Code held that Elfledo is a partner. into a partnership with Baguio Gold.
Petitioner denied the allegations of the CIR
Cresencia Lim testified that jose gave
and maintained that its advances of money
Elfledo 50k, as share in the
and property to Baguio Gold were in a nature
partnership, on a date that coincided
of a loan as evidenced by the compromise
with the payment of the initial capital
of the partnership
Elfledo ran the affairs of the I: W/N Philex and Baguio Mining formed
partnership, wielding absolute control, partnership.
power and authority, without
intervention or opposition whatsoever H:
of the petitioners herein; Yes. The parties entered into the
All the properties particularly the 9 compromise agreements as a
trucks of the partnership were consequence of the dissolution of their
registered in the name of Elfledo. business relationship. It did not define
Jimmy testified that Elfledo did not that relationship or indicate its real
receive wages or salaries from the character.
partnership, indicating that what he The relationship of the parties may be
actually received were shares of the gleaned upon the power of attorney
profits of the business; document entered between the 2.
None of the petitioners, as heirs of An examination of the "Power of
Jose, the alleged partner, demanded Attorney" reveals that a partnership or
periodic accounting from Elfledo joint venture was indeed intended by
during his lifetime. the parties. Under a contract of
partnership, two or more persons bind
Philex Mining Corp vs. CIR themselves to contribute money,
(Joint Venture for Mining)
property, or industry to a common
F: Petitioner entered into an agreement with fund, with the intention of dividing the
Baguio Gold, where the former agreed to profits among themselves.
The term compensation found in the
manage the mining operations of the latter.
The agreement was evidenced by a Power said document could not be deemed
of Attorney. It was indicated in the said as wages. It is impossible for a
document, that Baguio Gold would contribute company to give a salary to an
P11M under its owner's account plus any of employee representing 50% of its net
While a corporation, like petitioner, Abrogar entered into a MOA w/ A.C. Aquila &
cannot generally enter into a contract Sons involving a pacto de retro sale of a
of partnership unless authorized by house & lot. As private respondent failed to
law or its charter, it has been held that redeem the property within the prescribed
it may enter into a joint venture which period, petitioner caused the cancellation of
is akin to a particular partnership: TCT and the issuance of the new certificate
under Philippine law, a joint venture is of title in the name of the partnership.
a form of partnership and should be Private respondent filed a petition for a
governed by the law of partnerships declaration of the nullity of the deed of sale
and a criminal complaint for forgery against
petitioner alleging that the signature of her
husband was a forgery because he was
Tocao vs. CA already dead when the deed was supposed
to have been executed.
F: Petitioners maintain that there was no Petitioner now contends that he is not the
partnership between petitioner Belo, on one real party in interest but A.C. Aguila & Co.,
hand, and respondent Nenita Anay, on the against which this case should have been
other hand; and that the latter being merely brought.
an employee of petitioner Tocao. It was found
out that Belo sometimes would participate in I: W/N petitioner is the real party in interest.
Geminesse Enterprise meetings to help
petitioner Tocao. H:
Art. 1768 of the Civil Code, a
I: W/N Belo is a partner of Tocao. partnership has a juridical personality
separate and distinct from that of each
H: partner. The partners cannot be held
No. Belos presence in Geminesse liable for the obligations of the
Enterprises meetings was merely as partnership unless it is shown that the
guarantor of the company and to help legal fiction of a different juridical
Tocao his personal friend. personality is being used for
Respondent herself professed lacked fraudulent, unfair, or illegal purposes.
of knowledge that petitioner Belo In this case. Private respondent has
received any share in the profits of not shown that A.C. Aguila & Sons,
Geminesse. Co., represented by petitioner. Hence,
On the other hand, Tocao declared it is the partnership, not its officers or
that Belo was not entitled to any share agents, which should be impleaded in
in the profits of the enterprise. any litigation involving property
With no participation in the profits, registered in its name.
petitioner Belo cannot be deemed a
partner; since the essence of a Ortega vs. CA
partnership is that the partners share
F: Petitioner filed a MR for the decision of the
in the profits and losses.
SEC en banc which dissolved the partnership
of Bito, Misa & Lozada upon withdrawal of
Aguila, Jr. vs. CA
Atty. Joaquin L. Misa. He also asked for an
appointment of a receiver to take over the
F: Petitioner is the manager of A.C. Aguila &
assets of the dissolved partnership and to
Sons, Co, a partnership engaged in lending
take charge of the winding up of its affairs.
activities. Private respondent Felicidad
I: W/N the CA erred in holding that the by American Bar Association: the
withdrawal of private respondent dissolved continued use of the name of a
the partnership regardless of his good or bad deceased or former partner when
faith. permissible by local custom is not
unethical, but care should be taken
H: that no imposition or deception is
The birth and life of a partnership at practiced through this use.
will is predicated on the mutual desire 4. The deaths of the partners were well-
and consent of the partners. The right publicized.
to choose with whom a person wishes 5. No local custom prohibits the
to associate himself is the foundation continued use of the partners name in
and essence of partnership. a professional firms name.
Its continued existence is, in turn, 6. The continued use of the deceased
dependent on the mutual resolve, partners name in the firm name of
along with each partners capability to law partnerships has been consistently
give it, and the absence of a cause for allowed by US Courts.
dissolution provided by law itself.
Verily, any one of the partners may, at I: W/N the names of the deceased
his sole pleasure, dictate dissolution of partners should be allowed to continue in
the partnership at will. He must use in the firm name.
however, act in good faith not that the
attendance of bad faith can prevent H:
the dissolution of the partnership at Art. 1815. Every partnership shall
operate under a firm name, which
In the matter of the Petition for may or may not include the name
Authority To Continue use of the firm of one or more of the partners.
name Ozaeta, Romulo, etc. Those who, not being members of
the partnership, include their
F: 2 separate petitions were filed by the names in the firm name, shall be
surviving partners of Atty. Alexander Sycip subject to the liability of a partner.
and the surviving partners of Herminiano (partners should be living persons
Ozaeta, praying that they be allowed to who can be subjected to liability)
continue using, in the name of their firms, Art. 1840 treats more of a
the names of partners who passed away. commercial partnership with a
Arguments: good will to protect rather than a
1. Under the law, a partnership is not professional partnership, with no
prohibited from continuing its business sealable good will but whose
under a firm name which includes the reputation depends on the personal
name of the deceased partner.( Art. qualifications of its individual
1840 of the Civil Code ) members.
2. In regulating other professions, such The partnership for the practice of
as accountancy and engineering, the law cannot be likened to
legislature has authorized the partnerships formed by other
adoption of firm names without any professionals or for business. The
restriction as to the use, in such firm practice of law is also a special
name, of the deceased partner. privilege, highly personal and
3. The Canons of Professional Ethics are partaking of the nature of a public
not transgressed because as adopted trust.
Firm names, under local customs, The transactions were isolated. The
identify the more active and more character of habituality peculiar to
senior members or partners of the business transactions for the purpose
law firm. of gain was not present.
The possibility of deception upon The sharing of returns does not in
the public, real, or consequential, itself establish a partnership whether
where the name of a deceased or not the persons sharing therein
partner continues to be used have a joint or common right or
cannot be ruled out. interest in the property. There must be
NB: Rule 3.02 of the CPR approved and a clear intent to form a partnership,
promulgated by the SC on June 21,1988 in the existence of a juridical personality
effect abandoned the ruling in the Sycip different from the individual partners,
case. (see Art. 1815 Civil Code) and the freedom of each party to
transfer or assign the whole property.
Pascual vs. CIR
Aurbach vs. Sanitary Wares
F: The petitioners Pascual and dragon bought (Partnership; Joint Venture; Foreign and
5 parcels of land. The first 2 were sold in Domestic Corp)
1968, while the remaining 3 were sold in
1970. Petitioners paid the corresponding F: This consolidated petition assailed the
capital gains taxes on both sales availing the decision of the CA directing a certain
tax amnesties way back in 1974. However, MANNER OF ELECTION OF OFFICERS IN THE
the CIR assessed and required petitioners to BOARD OF DIRECTORS
pay corporate income taxes for the said *There are two groups in this case, the
years. Respondent insisted that in both Lagdameo group composed of Filipino
years, petitioners as co-owners in the real investors and the American Standard Inc.
estate transactions formed an unregistered (ASI) composed of foreign investors.
partnership taxable as corporation. The ASI Group and petitioner Salazar (G.R.
Nos. 75975-76) contend that the actual
I: W/N petitioners formed a partnership in intention of the parties should be viewed
both transactions. strictly on the "Agreement" dated August
15,1962 wherein it is clearly stated that the
parties' intention was to form a corporation
and not a joint venture.

H: I: The main issue hinges on who were the

No. There is no evidence that the duly elected directors of Saniwares for the
petitioners entered into an agreement year 1983 during its annual stockholders'
to contribute money, property or meeting held on March 8, 1983. To answer
industry in a common fund, and that this question the following factors should be
they intended to divide the profits determined:
among themselves. Respondent CIR *(1) the nature of the business established
just assumed these conditions to be by the parties whether it was a joint venture
present on the basis of the fact that or a corporation and
petitioners purchased certain parcels
of land and became co-owners H:
thereof. While certain provisions of the
Agreement would make it appear that
the parties thereto disclaim being similar community of interest in the
partners or joint venturers such business, sharing of profits and losses,
disclaimer is directed at third parties and a mutual right of control.
and is not inconsistent with, and does The main distinction cited by most
not preclude, the existence of two opinions in common law jurisdictions is
distinct groups of stockholders in that the partnership contemplates
Saniwares one of which (the Philippine a general business with some
Investors) shall constitute the degree of continuity, while the
majority, and the other ASI shall joint venture is formed for the
constitute the minority stockholder. In execution of a single transaction,
any event, the evident intention of and is thus of a temporary nature.
the Philippine Investors and ASI in
entering into the Agreement is to Ona vs. CIR
enter into a joint venture
enterprise F: In 1944 Lorenzo Ona was appointed
An examination of the Agreement administrator of the estate of his late wife
shows that certain provisions were Julia Bunales. The administrator submitted
inccuded to protect the interests of ASI the project of partition, which was approved
as the minority. For example, the vote
by the court. However, there was no attempt
of 7 out of 9 directors is required in
certain enumerated corporate acts. was made to divide the properties among his
ASI is contractually entitled to 5 children. Instead, the properties remained
designate a member of the Executive under the management of Lorenzo who used
Committee and the vote of this the said properties in business by leasing or
member is required for certain selling them and investing the income
transactions derived therefrom.
In the years 1944 to 1954, respondent CIR
The Agreement also requires a 75%
did treat petitioners as co-owners, not liable
super-majority vote for the
to corporate tax, and it was only from 1955
amendment of the articles and by-laws
of Saniwares. ASI is also given the that CIR considered them as having formed
right to designate the president and an unregistered partnership.
plant manager .The Agreement further
provides that the sales policy of I: W/N an unregistered partnership was
Saniwares shall be that which is formed.
normally followed by ASI and that
Saniwares should not export
"Standard" products otherwise than H:
through ASI's Export Marketing Yes. It is admitted that all profits from
Services. Under the Agreement, ASI these ventures were divided among
agreed to provide technology and petitioners proportionately in
know-how to Saniwares and the latter accordance with their respective
paid royalties for the same.
shares in the inheritance.
From the moment petitioners allowed
The legal concept of a joint
not only the incomes from their
venture is of common law origin. It
respective shares but even the
has no precise legal definition but it
properties themselves to be used by
has been generally understood to
Lorenzo as a common fund in
mean an organization formed for
undertaking several transactions or
some temporary purpose. It is in fact
business, with the intention of
hardly distinguishable from the
deriving profit to be shared by them
partnership, since their elements are
proportionately, such act was In the case at bar, there was a
tantamount to actually contributing common fund used in a series of
such incomes to a common fund and, transactions; the property thus
in effect they thereby formed an acquired was not used for residential
unregistered partnership taxable by or other purposes other than leasing.
law. Such properties having been under
management by one person with full
Reyes vs. CIR power to lease and such condition
existed for 10 years already.
F: Petitioners purchased a lot and building. The collective effect of these
The initial payment was shared equally by circumstances is such as to leave no
the respondents. At the time of the purchase, room for doubt on the existence of
the building was leased to various tenants, said intent in the petitioners herein.
whose rights under the lease contracts with
the original owners, the purchasers, Sardane vs. CA
petitioners herein, agreed to respect. The
administration of the building was entrusted F: Petitioner advanced the theory that he is a
to an administrator who collected the rents; partner of private respondent and not a mere
kept books and records and rendered employee indebted to the latter. Petitioners
statement of accounts to the owners. bases are the promissory notes executed by
Petitioners divided equally the income of private respondent in favor of petitioner as
operation and maintenance. allegedly his share or contribution for the
The CTA held that petitioners formed a partnership.
partnership taxable by law applying the
ruling in Evangelista case. I: W/N there exists a partnership between
petitioner and private respondent.
I: W/N petitioners indeed formed a
partnership as contemplated by law. H:
No. While receipt of a share in the
H: profits of the business is a prima facie
Yes. The essential elements of evidence that the person is receiving
partnerships are present in this case, the same as a partner, no inference
namely; (a) an agreement to shall be drawn if such profits were
contribute money, property, or received in payment of his wages as
industry to a common fund; and (b) an employee.
intent to divide the profits among the
contracting parties. Gallemit vs. Tabliran
The first was already admitted and (Co-ownership; Without intent for profit)
therefore it boils down to their intent F: This suit concerns the partition of a piece
in acting as they did. of land held pro indiviso which the plaintiff
Upon consideration of the and the defendant had acquired in common
circumstances surrounding the case, it from its original owner. By the refusal of the
was found out that the petitioners defendant to divide the property, the plaintiff
purpose was to engage in real estate was compelled to bring the proper action for
transactions for monetary gain and the enforcement of partition.
then divide the same among Petitioner asserts that a contract of
themselves. partnership was created between them.
Defendant simply denied the its existence.
I: W/N an unregistered partnership was
I: W/N partnership exists. formed.

H: H:
No. It does not appear that any No. Their original purpose was to
contract of partnership whatever was divide the lots for residential purposes.
made between them for the purposes If later on they found it not feasible to
expressed in article 1665 of the Civil build their residences on the lots
Code, for the sole transaction because of the high cost of
performed by them was the construction, then they had no choice
acquisition jointly by mutual but to resell the same to dissolve the
agreement of the land in question, co-ownership.
since it was undivided, under the The division of the profit was merely
condition that they each should pay incidental to the dissolution of the co-
one-half of the price thereof and that ownership which was in the nature of
the property so acquired should be things a temporary state. It had to be
divided between the two purchasers; terminated sooner or later.
and as, under this title, the plaintiff Article 1769(3) of the Civil Code
and the defendant are the co-owners provides that "the sharing of gross
of the said land, the partition or returns does not of itself establish a
division of such property held in joint partnership, whether or not the
tenancy must of course be allowed, persons sharing them have a joint or
and the present possessor of the land common right or interest in any
has no right to deny the plaintiff's property from which the returns are
claim on grounds or reasons derived". There must be an
unsupported by proof. unmistakable intention to form a
partnership or joint venture.

Obillos vs. CIR

(Profit merely incidental)
F: This case is about the income tax liability
of four brothers and sisters who sold two
parcels of land which they had acquired from
their father.
Commissioner of Internal Revenue
required the four petitioners to pay
corporate income tax on the total profit of
P134,336 in addition to individual income tax
on their shares thereof He assessed P37,018
as corporate income tax, P18,509 as 50%
fraud surcharge and P15,547.56 as 42%
accumulated interest, or a total of
The Commissioner acted on the theory that
the four petitioners had formed an
unregistered partnership or joint venture
within the meaning of sections 24(a) and
84(b) of the Tax Code]