Você está na página 1de 12

G.R. No. 154486 December 1, 2010 G.R. No. 144214 July 14, 2003 G.R. No.

G.R. No. 144214 July 14, 2003 G.R. No. 126881 October 3, 2000
FEDERICO JARANTILLA, JR., Petitioner, LUZVIMINDA J. VILLAREAL, DIOGENES VILLAREAL and HEIRS OF TAN ENG KEE, petitioners,
vs. CARMELITO JOSE, petitioners, vs.
ANTONIETA JARANTILLA, BUENAVENTURA REMOTIGUE, vs. COURT OF APPEALS and BENGUET LUMBER COMPANY,
substituted by CYNTHIA REMOTIGUE, DOROTEO JARANTILLA DONALDO EFREN C. RAMIREZ and Spouses CESAR G. represented by its President TAN ENG LAY,respondents.
and TOMAS JARANTILLA, Respondents. RAMIREZ JR. and CARMELITA C. RAMIREZ,respondents. DE LEON, JR., J.:
LEONARDO-DE CASTRO, J.: PANGANIBAN, J.:
FACTS: The present case stems from the complaintfiled by Antonieta A share in a partnership can be returned only after the completion of Benguet Lumber has been around even before World War II but
Jarantilla against Buenaventura Remotigue, Cynthia Remotigue, the latter's dissolution, liquidation and winding up of the business. during the war, its stocks were confiscated by the Japanese. After the
Federico Jarantilla, Jr., Doroteo Jarantilla and Tomas Jarantilla, for the In 1984, Villareal, Carmelito Jose and Jesus Jose, formed a war, the brothers Tan Eng Lay and Tan Eng Kee pooled their
accounting of the assets and income of the co-ownership, for its partnership for the purpose of operating a restaurant. Each resources in order to revive the business. In 1981, Tan Eng Lay
partition and the delivery of her share corresponding to eight percent contributed P250,000.00. In 1984, Ramirez was added as a partner caused the conversion of Benguet Lumber into a corporation called
(8%), and for damages. Antonieta claimed that in 1946, she had after he contributed P250,000.00. In 1987, Jesus withdrew from the Benguet Lumber and Hardware Company, with him and his family as
entered into an agreement with the defendants to engage in business partnership and his capital share of P250k was returned to him as the incorporators. In 1983, Tan Eng Kee died. Thereafter, the heirs of
through the execution of a document denominated as agreed upon by the other partners. Tan Eng Kee demanded for an accounting and the liquidation of the
"Acknowledgement of Participating Capital. Antonieta also alleged Thereafter, the restaurant suffered losses. Without informing Ramirez, partnership.
that she had helped in the management of the business they co- Villareal and Carmelito shut down the restaurant. They then turned Tan Eng Lay denied that there was a partnership between him and his
owned without receiving any salary. Antonieta further claimed co- over the restaurant equipments to Ramirez. brother. He said that Tan Eng Kee was merely an employee of
ownership of certain properties (the subject real properties) in the Later, Ramirez sent a letter to Villareal and Carmelito telling them hes Benguet Lumber. He showed evidence consisting of Tan Eng Kees
name of the defendants since the only way the defendants could have no longer interested in being a partner and that hes demanding his payroll; his SSS as an employee and Benguet Lumber being the
purchased these properties were through the partnership as they had shares in the partnership. Villareal and Carmelito ignored the request employee. As a result of the presentation of said evidence, the heirs
no other source of income. The respondents did not deny the of Ramirez hence the latter sued them. of Tan Eng Kee filed a criminal case against Tan Eng Lay for allegedly
existence and validity of the "Acknowledgement of Participating In their defense, Villareal and Carmelito said that the restaurant fabricating those evidence. Said criminal case was however
Capital" and in fact used this as evidence to support their claim that equipments served as payment to Ramirez when they were delivered dismissed for lack of evidence.
Antonietas 8% share was limited to the businesses enumerated to them; that Ramirez cannot ask for share in equity because the ISSUE: Whether or not Tan Eng Kee is a partner.
therein. The respondents denied using the partnerships income to restaurant incurred debts (P240,658.00) and irreversible business HELD: No. There was no certificate of partnership between the
purchase the subject real properties. losses. Ramirez argued by saying that the equipments were merely brothers. The heirs were not able to show what was the agreement
During the course of the trial at the RTC, petitioner Federico placed in their house for storage as the two partners allegedly between the brothers as to the sharing of profits. All they presented
Jarantilla, Jr., who was one of the original defendants, entered into a searched for a better restaurant location; that he was not aware of were circumstantial evidence which in no way proved partnership.
compromise agreement17 with Antonieta Jarantilla wherein he any losses or any indebtedness because he never took part in the It is obvious that there was no partnership whatsoever. Except for a
supported Antonietas claims and asserted that he too was entitled to management of the restaurant. firm name, there was no firm account, no firm letterheads submitted
six percent (6%) of the supposed partnership in the same manner as The trial court ruled in favor of Ramirez. The Court of Appeals as evidence, no certificate of partnership, no agreement as to profits
Antonieta was. affirmed the trial court and it further ordered Villareal and Carmelito to and losses, and no time fixed for the duration of the partnership.
ISSUE: Whether or not the partnership subject of the pay Ramirez P253,114.00. The computation was done as follows: There was even no attempt to submit an accounting corresponding to
Acknowledgement of Participating Capital funded the subject real (Original Partnership Capital Partnership Debt = Partnership Asset) the period after the war until Kees death in 1984. It had no business
properties. Number of partners; hence: (P1,000,000.00 P240,658.00 = book, no written account nor any memorandum for that matter and no
HELD: Under Article 1767 of the Civil Code, there are two essential P759,342.00) 3 = P253,114.00. license mentioning the existence of a partnership.
elements in a contract of partnership: (a) an agreement to contribute ISSUE: Whether or not the Court of Appeals is correct. In fact, Tan Eng Lay was able to show evidence that Benguet Lumber
money, property or industry to a common fund; and (b) intent to divide HELD: No. It is impossible that the said P1,000,000.00 original capital is a sole proprietorship. He registered the same as such in 1954; that
the profits among the contracting parties. The first element is did not fluctuate. It could not have remained stagnant. Further, the Kee was just an employee based on the latters payroll and SSS
undoubtedly present in the case at bar, for, admittedly, all the parties Court of Appeals missed to note that one partner left and his coverage, and other records indicating Tan Eng Lay as the proprietor.
in this case have agreed to, and did, contribute money and property to contribution was returned (Jesus Jose). Generally, in the pursuit of a Also, the business definitely amounted to more P3,000.00 hence if
a common fund. Hence, the issue narrows down to their intent in partnership business, its capital is either increased by profits earned there was a partnership, it should have been made in a public
acting as they did. It is not denied that all the parties in this case have or decreased by losses sustained. It does not remain static and instrument.
agreed to contribute capital to a common fund to be able to later on unaffected by the changing fortunes of the business. But the business was started after the war (1945) prior to the
share its profits. They have admitted this fact, agreed to its veracity, publication of the New Civil Code in 1950?
and even submitted one common documentary evidence to prove The Supreme Court also noted that Ramirez cannot demand his Even so, nothing prevented the parties from complying with this
such partnership - the Acknowledgement of Participating Capital. The equity shares from Villareal and Carmelito because it should be the requirement.
petitioner himself claims his share to be 6%, as stated in the partnership the partners and the partnership has a separate and Also, the Supreme Court emphasized that for 40 years, Tan Eng Kee
Acknowledgement of Participating Capital. However, petitioner fails to distinct personality. never asked for an accounting. The essence of a partnership is that
realize that this document specifically enumerated the businesses In determining Ramirez share in the equity, losses must be accounted the partners share in the profits and losses. Each has the right to
covered by the partnership: Manila Athletic Supply, Remotigue for. He cannot ask for an amount equivalent to his capital contribution demand an accounting as long as the partnership exists. Even if it can
Trading in Iloilo City and Remotigue Trading in Cotabato City. especially in this case where the partnership incurred debts and be speculated that a scenario wherein if excellent relations exist
Since there was a clear agreement that the capital the partners losses. At any rate, Ramirez share is 1/3 of whatever assets the among the partners at the start of the business and all the partners
contributed went to the three businesses, then there is no reason to partnership still has after debts and losses are deducted. Hence there are more interested in seeing the firm grow rather than get immediate
deviate from such agreement and go beyond the stipulations in the is a need for a proper proceeding for the accounting, liquidation, and returns, a deferment of sharing in the profits is perfectly plausible.
document. There is no evidence that the subject real properties were distribution of the remaining partnership assets. A share in a But in the situation in the case at bar, the deferment, if any, had gone
assets of the partnership referred to in the Acknowledgement of partnership can be returned only after the completion of the latters on too long to be plausible. A person is presumed to take ordinary
Participating Capital. Petition denied. dissolution, liquidation and winding up of the business. care of his concerns. A demand for periodic accounting is evidence of
On the issue of whether or not the turning over of the restaurant a partnership which Kee never did.
equipments to Ramirez served as payment of the latters share, it is
wrong for Villarreal and Carmelito to assert that it served as a The Supreme Court also noted:
payment. Ramirez was merely made to believe that said equipments In determining whether a partnership exists, these rules shall apply:
are being stored in his place and not being given to him as payment.
(1) Except as provided by Article 1825, persons who are not partners G.R. No. 169757 November 23, 2011 only asto the result of his work, but also as to the means and methods
as to each other are not partners as to third persons; CESAR C. LIRIO, doing business under the name and style of of accomplishing his work.
(2) Co-ownership or co-possession does not of itself establish a CELKOR AD SONICMIX, Petitioner, CA set aside the ruling of the NLRC.
partnership, whether such co-owners or co-possessors do or do not vs.
share any profits made by the use of the property; WILMER D. GENOVIA, Respondent. ISSUE: Whether or not the relationship between Lirio and Genovia
(3) The sharing of gross returns does not of itself establish a PERALTA, J. was an informal partnership.HELD: No. It was not partnership but an
partnership, whether or not the persons sharing them have a joint or Resp. Genovia was hired as studio manager by petitioner Lirio, owner employer-employee relationship. CA decision affirmed.
common right or interest in any property which the returns are of Celkor Ad Sonicmix Recording Studio(Celkor) particularly, to
derived; manage and operate Celkor and to promote and sell the recording Ratio:
(4) The receipt by a person of a share of the profits of a business is studio's services tomusic enthusiasts and other prospective clients. The elements to determine the existence of an employment
prima facie evidence that he is a partner in the business, but no such He was to receive a monthly salary of P7,000 and an additional relationship are: (a) the selection and engagement of the employee;
inference shall be drawn if such profits were received in payment: commission of P100.00 per hour as recordingtechnician. His work (b) the payment of wages; (c) the power of dismissal; and (d) the
(a) As a debt by installment or otherwise; was from Monday to Friday, 9am-6pm. employer's power to control theemployee's conduct. The most
(b) As wages of an employee or rent to a landlord; important element is the employer's control of the employee's
(c) As an annuity to a widow or representative of a deceased partner; A few days after he started working as a studio manager, petitioner a conduct, not only asto the result of the work to be done, but also as to
(d) As interest on a loan, though the amount of payment vary with the pproached him and told him about hisproject to produce an album for the means and methods to accomplish it.
profits of the business; his 15-year-old daughter, Celine Mei Lirio, a former talent of ABS-CBN All the aforesaid elements are present and was proven by Genovia
(e) As the consideration for the sale of a goodwill of a business or StarRecords. Petitioner asked respondent to compose and arrange through documentary evidence:
other property by installments or otherwise. songs for Celine and promised that he (Lirio)would draft a contract to (a) a document denominated as "payroll" (dated July 31, 2001 to
assure respondent of his compensation for such services. March 15, 2002) certified correct bypetitioner which showed
that respondent received a monthly salary of P7,000.00 (P3,500.00
The album was completed and the carrier single Genovia composed every 15thof the month and another P3,500.00 every 30th of the
and arranged was finally aired but he wasdenied his compensation by month) with the corresponding deductions due to bsences incurred by
Lirio despite several demands. Lirio told Genovia that:a.He was respondent; and (2) copies of petty cash vouchers, showing the
practically a nobody and had proven nothing yet in the music industry, amounts hereceived and signed for in the payrolls.
respondent did notdeserve a high compensation, and he should be Petitioner wielded the power to dismiss as respondent stated that he
thankful that he was given a job to feed his family.b.Genovia was was verbally dismissed bypetitioner, and respondent, thereafter, filed
entitled only to 20% of the net profit, and not of the gross sales of the an action for illegal dismissal against petitioner.
album, and that thesalaries he received and would continue to receive Petitioner certainly had the power to check on the progress and work
as studio manager of Celkor would be deducted fromthe said 20% net of respondent as stated in hisPosition Paper and that it was agreed
profit share that he would help and teach respondent how to use the
Lirio then verbally dismissed Genovia from work. Genovia filed a studioequipment.
complaint for illegal dismissal and prayed for hisreinstatement without Lirio failed to prove that his relationship with respondent was one of
loss of seniority rights, or, in the alternative, that he be paid separation partnership. Such claim was not supportedby any written agreement:
pay, backwagesand overtime pay; and that he be awarded unpaid In the payroll dated July 31, 2001 to March 15, 2002, there were
commission in the amount of P2,000.00 for services renderedas a deductions from the wages
studio technician as well as moral and exemplary damages. of respondent for his absence from work, which negates petitioner's cl
Lirios defense. aim that the wages paid wereadvances for respondents work in
Respondent could not have been hired as a studio manager, since the the partnership.
recording studio has no personnelexcept petitioner. It is a well-settled doctrine, that if doubts exist between the evidence
Respondent verbally agreed with petitioner to co-produce the presented by the employer and theemployee, the scales of justice
album based on the following terms andconditions: (1) petitioner shall must be tilted in favor of the latter. It is a time-honored rule that in
provide all the financing, equipment and recording studio; (2) controversiesbetween a laborer and his master, doubts reasonably
Celine MeiLirio shall sing all the songs; (3) respondent shall act as arising from the evidence or in the interpretation of agreements and
composer and arranger of all the lyrics and themusic of the five writing should be resolved in the formers favor
songs he already composed and the revival songs; (4) petitioner shall
have exclusiveright to market the album; (5) petitioner was entitled to
60% of the net profit, while respondent andCeline Mei Lirio were each
entitled to 20% of the net profit; and (6) respondent shall be entitled to
drawadvances of P7,000.00 a month, which shall be deductible from
his share of the net profits and only untilsuch time that the album has
been produced
Accordingly, their relationship was an informal partnership under
Article 1767 of the Civil Code because:
They agreed to contribute money, property or industry to a common
fund with the intention of dividing the profits among themselves
Petitioner had no control over the time and manner by which
respondent composed or arrangedthe songs, except on the result
thereof.
Labor Arbiter ruled that there was an employee-employer relationship
and not partnership and that Genovia wasillegally dismissed.
NLRC reversed: Genovia failed to prove with substantial evidence tha
t he was selected and engaged bypetitioner, that petitioner had the
power to dismiss him, and that they had the power to control him not
G.R. No. 178782 September 21, 2011 G.R. No. L-35469 March 17, 1932 G.R. No. 127405 September 20, 2001
JOSEFINA P. REALUBIT, Petitioner, E. S. LYONS, plaintiff-appellant, MARJORIE TOCAO and WILLIAM T. BELO, petitioners,
vs. vs. vs.
PROSENCIO D. JASO and EDEN G. JASO, Respondents. C. W. ROSENSTOCK, Executor of the Estate of Henry W. Elser, COURT OF APPEALS and NENITA A. ANAY, respondent.
DECISION deceased, defendant-appellee. RESOLUTION
PEREZ, J.: Harvey & O'Brien for appellant. YNARES-SANTIAGO, J.:
DeWitt, Perkins & Brandy for appellee.
FACTS: STREET, J.: FACTS:
On 17 March 1994, petitioner Josefina Realubit (Josefina)
entered into a Joint Venture Agreement with Francis Eric Amaury Henry W. Elser was engaged in buying, selling, and administering real Private respondent Nenita A. Anay met petitioner William T. Belo, then
Biondo (Biondo), a French national, for the operation of an ice estate. E. S.Lyons joined with him, the profits being shared by the two the vice-president for operations of Ultra Clean Water Purifier, through
manufacturing business. With Josefina as the industrial partner and in equal parts.Lyons, whose regular vocation was that of a missionary her former employer in Bangkok. Belo introduced Anay to petitioner
Biondo as the capitalist partner, the parties agreed that they would or missionary agent, of theMethodist Episcopal Church, went on leave Marjorie Tocao, who conveyed her desire to enter into a joint venture
each receive 40% of the net profit, with the remaining 20% to be used to the United States and was gone for nearly a year and a half. Elser with her for the importation and local distribution of kitchen cookwares
for the payment of the ice making machine which was purchased for made written statements showing that Lyons was, atthat time, half
the business.5 For and in consideration of the sum of P500,000.00, owner with Elser of three particular pieces of real property. Under the joint venture, Belo acted as capitalist, Tocao as president
however, Biondo subsequently executed a Deed of Assignment dated Concurrentlywith this act Lyons execute in favor of Elser a general and general manager, and Anay as head of the marketing department
27 June 1997, transferring all his rights and interests in the business power of attorney empoweringhim to manage and dispose of said and later, vice-president for sales
in favor of respondent Eden Jaso (Eden), the wife of respondent properties at will and to represent Lyons fully andamply, to the mutual
Prosencio Jaso.6 With Biondos eventual departure from the country, advantage of both.The attention of Elser was drawn to a piece of land, The parties agreed that Belo's name should not appear in any
the Spouses Jaso caused their lawyer to send Josefina a letter dated referred to as the San JuanEstate. He obtained the loan of P50,000 to documents relating to their transactions with West Bend Company.
19 February 1998, apprising her of their acquisition of said complete the amount needed for the firstpayment on the San Juan Anay having secured the distributorship of cookware products from
Frenchmans share in the business and formally demanding an Estate. The lender insisted that he should procure thesignature of the the West Bend Company and organized the administrative staff and
accounting and inventory thereof as well as the remittance of their Fidelity & Surety Co. on the note to be given for said loan. the sales force, the cookware business took off successfully. They
portion of its profits. Elser mortgaged to the Fidelity & Surety Co. the equity of redemption operated under the name of Geminesse Enterprise, a sole
in the property ownedby himself and Lyons on Carriedo Street to proprietorship registered in Marjorie Tocao's name.
ISSUE: secure the liability thus assumed by it.The case for the plaintiff
Whether or not the court may order Josefina Realubit as supposes that, when Elser placed a mortgage for P50,000upon the The parties agreed further that Anay would be entitled to:
partner in the joint ventureto render an accounting to one who is not a equity of redemption in the Carriedo property, Lyons, as half owner of (1) ten percent (10%) of the annual net profits of the business;
partner in said joint venture. saidproperty, became, as it were, involuntarily the owner of an (2) overriding commission of six percent (6%) of the overall weekly
undivided interest in theproperty acquired partly by that money; and it production;
RULING: is insisted for him that, in considerationof this fact, he is entitled to the (3) thirty percent (30%) of the sales she would make; and
No. Generally understood to mean an organization formed four hundred forty-six and two-thirds shares of J. K.Pickering & (4) two percent (2%) for her demonstration services. The agreement
for some temporary purpose, a joint venture is likened to a particular Company, with the earnings thereon, as claimed in his complaint. was not reduced to writing on the strength of Belo's assurances that
partnership or one which "has for its object determinate things, their he was sincere, dependable and honest when it came to financial
use or fruits, or a specific undertaking, or the exercise of a profession Issue: commitments.
or vocation."27 The rule is settled that joint ventures are governed by W/N Lyons, as half owner of the Carriedoproperty, involuntarily
the law on partnerships28 which are, in turn, based on mutual agency became the owner or a co-partner of an undivided interest in the San On October 9, 1987, Anay learned that Marjorie Tocao had signed a
or delectus personae.29 Insofar as a partners conveyance of the JuanEstate, which was acquired partly by the moneyobtained through letteraddressed to the Cubao sales office to the effect that she was no
entirety of his interest in the partnership is concerned, Article 1813 of an encumbrance placed on theCarriedo property. No longer the vice-president of Geminesse Enterprise.
the Civil Code provides as follows:
Held: Anay attempted to contact Belo. She wrote him twice to demand her
Art. 1813. A conveyance by a partner of his whole interest in the Under our law, a trust does not necessarilyattach with respect to overriding commission for the period of January 8, 1988 to February
partnership does not itself dissolve the partnership, or, as against the property acquired by a personwho uses money belonging to another. 5, 1988 and the audit of the company to determine her share in the
other partners in the absence of agreement, entitle the assignee, In the case atbar, there was clearly no general relation of partnership net profits.
during the continuance of the partnership, to interfere in the between Lyons and Elser and the mostthat can be said is that they
management or administration of the partnership business or affairs, had been co-participantsin various transactions involving real estate. Anay still received her five percent (5%) overriding commission up to
or to require any information or account of partnership transactions, or It isclear the Elser, in buying the San Juan Estate, wasnot acting for December 1987. The following year, 1988, she did not receive the
to inspect the partnership books; but it merely entitles the assignee to any partnership composed for himself and Lyons, especially that the same commission although the company netted a gross sales of P
receive in accordance with his contracts the profits to which the latter expresslycommunicated his desire not to participate in 13,300,360.00.
assigning partners would otherwise be entitled. However, in case of thisventure. Lastly, it should be noted that no moneybelonging to
fraud in the management of the partnership, the assignee may avail Lyons or any partnership composed byLyons and Elser was in fact On April 5, 1988, Nenita A. Anay filed Civil Case No. 88-509, a
himself of the usual remedies. used by the latter in thepurchase of the San Juan Estate complaint for sum of money with damages against Marjorie D. Tocao
and William Belo before the Regional Trial Court of Makati, Branch
In the case of dissolution of the partnership, the assignee is entitled to 140
receive his assignors interest and may require an account from the
date only of the last account agreed to by all the partners. The trial court held that there was indeed an "oral partnership
agreement between the plaintiff and the defendants. The Court of
Appeals affirmed the lower courts decision.

ISSUE:
Whether the parties formed a partnership

HELD:
G.R. No. L-25532 February 28, 1969 G.R. No. 127347 November 25, 1999
Yes, the parties involved in this case formed a partnership COMMISSIONER OF INTERNAL REVENUE, petitioner, ALFREDO N. AGUILA, JR., petitioner,
vs. vs.
The Supreme Court held that to be considered a juridical personality, W I L L I A M J . S U T E R a n d T H E C O U R T O F T A X HONORABLE COURT OF APPEALS and FELICIDAD S. VDA. DE
a partnership must fulfill these requisites: APPEALS, respondents. ABROGAR, respondents.
Office of the Solicitor General Antonio P. Barredo, Assistant Solicitor
(1) two or more persons bind themselves to contribute money, General Felicisimo R. Rosete and Special Attorneys B. Gatdula, Jr. In April 1991, the spouses Ruben and Felicidad Abrogar entered into
property or industry to a common fund; and and T. Temprosa Jr. for petitioner. a loan agreement with a lending firm called A.C. Aguila & Sons, Co., a
A. S. Monzon, Gutierrez, Farrales and Ong for respondents. partnership. The loan was for P200k. To secure the loan, the spouses
(2) intention on the part of the partners to divide the profits among REYES, J.B.L., J.: mortgaged their house and lot located in a subdivision. The terms of
themselves. It may be constituted in any form; a public instrument is the loan further stipulates that in case of non-payment, the property
necessary only where immovable property or real rights are Facts: shall be automatically appropriated to the partnership and a deed of
contributed thereto. sale be readily executed in favor of the partnership. She does have a
A limited partnership, named "William J. Suter 'Morcoin' 90 day redemption period.
This implies that since a contract of partnership is consensual, an oral Co., Ltd.," was formed on 30 September 1947 by William J. Suter as Ruben died, and Felicidad failed to make payment. She refused to
contract of partnership is as good as a written one. the general partner, and Julia Spirig and Gustav Carlson, as the turn over the property and so the firm filed an ejectment case against
limited partners. The partners contributed, respectively, P20,000.00, her (wherein she lost). She also failed to redeem the property within
In the case at hand, Belo acted as capitalist while Tocao as president P18,000.00 and P2,000.00 to the partnership. On 1 October 1947, the the period stipulated. She then filed a civil case against Alfredo Aguila,
and general manager, and Anay as head of the marketing department limited partnership was registered with the Securities and Exchange manager of the firm, seeking for the declaration of nullity of the deed
and later, vice-president for sales. Furthermore, Anay was entitled to a Commission. of sale. The RTC retained the validity of the deed of sale. The Court of
percentage of the net profits of the business. Appeals reversed the RTC. The CA ruled that the sale is void for it is
In 1948, general partner Suter and limited partner Spirig got a pactum commissorium sale which is prohibited under Art. 2088 of
Therefore, the parties formed a partnership. married and, thereafter, on 18 December 1948, limited partner the Civil Code (note the disparity of the purchase price, which is the
Carlson sold his share in the partnership to Suter and his wife. The loan amount, with the actual value of the property which is after all
sale was duly recorded with the Securities and Exchange located in a subdivision).
Commission on 20 December 1948.
ISSUE: Whether or not the case filed by Felicidad shall prosper.
The limited partnership had been filing its income tax
returns as a corporation, without objection by the Commissioner of HELD: No. Unfortunately, the civil case was filed not against the real
Internal Revenue, until in 1959 when the latter, in an assessment, party in interest. As pointed out by Aguila, he is not the real party in
consolidated the income of the firm and the individual incomes of the interest but rather it was the partnership A.C. Aguila & Sons, Co. The
partners-spouses Suter and Spirig resulting in a determination of a Rules of Court provide that every action must be prosecuted and
deficiency income tax against respondent Suter in the amount of defended in the name of the real party in interest. A real party in
P2,678.06 for 1954 and P4,567.00 for 1955. Partner-Spouses Suter interest is one who would be benefited or injured by the judgment, or
protested the assessment. who is entitled to the avails of the suit. Any decision rendered against
a person who is not a real party in interest in the case cannot be
executed. Hence, a complaint filed against such a person should be
Issue: dismissed for failure to state a cause of action, as in the case at bar.
Under Art. 1768 of the Civil Code, a partnership has a juridical
Whether or not the partnership was dissolved after the personality separate and distinct from that of each of the partners.
marriage of the partners, William J. Suter and Julia Spirig Suter and The partners cannot be held liable for the obligations of the
the subsequent sale to them by the remaining partner, Gustav partnership unless it is shown that the legal fiction of a different
Carlson? juridical personality is being used for fraudulent, unfair, or illegal
purposes. In this case, Felicidad has not shown that A.C. Aguila &
Ruling: Sons, Co., as a separate juridical entity, is being used for fraudulent,
unfair, or illegal purposes. Moreover, the title to the subject property is
William J. Suter "Morcoin" Co., Ltd. was not a in the name of A.C. Aguila & Sons, Co. It is the partnership, not its
universal partnership, but a particular one since the contributions of officers or agents, which should be impleaded in any litigation
the partners were fixed sums of money, P20,000.00 by William Suter involving property registered in its name. A violation of this rule will
and P18,000.00 by Julia Spirig and neither one of them was an result in the dismissal of the complaint.
industrial partner. It follows that the firm was not a partnership that
spouses were forbidden to enter by Article 1677 of the Civil Code of
1889 (now Article 1782 of the New Civil Code). Nor could the
subsequent marriage of the partners operate to dissolve it, such
marriage not being one of the causes provided for that purpose by
law. The capital contributions of partners William J. Suter and Julia
Spirig were separately owned and contributed by them before their
marriage; and after they were joined in wedlock, such contributions
remained their respective separate property under the Spanish Civil
Code (Article 1396)
Partnership #11: Kilosbayan, Inc. vs. Eddie demanded payment but Irma did not pay. A formal firm. If he has this right, then every partner would have the
demand was sent by Eddies counsel but Irma still failed to same right. The court sees nothing in the case to indicate that
Guingona, Jr., 232 SCRA 110 pay so Eddie filed a case against Irma for violation of BP 22. his rights will not be protected by the lawyers whom the firm
Irma denied liability stating that the checks were merely an may see fit to employ. His motion to be made a codefendant is
assurance subject to the disposition of stocks and collection of
denied.
receivables. RTC found Irma guilty which was affirmed by the
CA. However, when the case was pending, the partied Partnership #20
entered into a compromise agreement and judgment was Evangelista vs. CIR, 102 Phil 140
made based on such agreement. Hence, this petition. Facts:
Eufemia, Manuela, and Francisca borrowed P59,140
Issue: from their father which amount, together with their personal
1. Whether or not Irma is guilty for the violation of BP monies, was used by them for the purpose of buying four
22. parcels of land. After having bought the properties, the sisters
had the same rented or leased to various tenants. They
Held: appointed their brother, Simeon Evangelista, to manage their
No, she is not. The subject check was to be funded from the properties with full power to lease, to collect and receive rents,
receivables to be collected and goods to sold by the to issue receipts therefore, in default of such payment, to
partnership and only when such collectibles and sales were bring suits against the defaulting tenants, to sign all letters,
realized that the check can be funded. Out of the 4 checks contracts, for and in their behalf, and to endorse and deposit
issued, it was only one check that was dishonored which was all notes and checks from them.
eventually redeemed by Eddie. When the two of them agreed
to dissolve the partnership, it did not automatically end the Issue:
partnership since they still have collectibles and receivables; Whether or not a partnership was formed
they were still on the process of winding-up the affairs of the
partnership. The check was merely an evidence to Eddies Held:
share in the partnership property. Pursuant to Article 1767 of the Civil Code, the
Partnership #12: Hence, the petition was granted and the Court acquitted Irma
essential elements of a partnership are two, namely: (a) an
Ortega vs. CA, 245 SCRA 529 Idos. agreement to contribute money, property, or industry to a
Partnership #17 common fund; and (b) intent to divide the profits among the
Partnership #13: Philex Mining vs. CIR, 551 SCRA 428 contracting parties. The first element is present in the case,
for, the sisters have agreed to, and did, contribute money and
Reyes vs. CA, 24 SCRA 198 property to a common fund. The second element is also
Partnership #18: Yu vs. NLRC, 224 SCRA 75 present for, based on the facts surrounding the case, the
Partnership #14: Lim Tong Lim vs. Phil. Court is fully satisfied that their purpose was to engage in real
estate transactions for monetary gain and then divide the
Fishing Gear Industries, Inc. 317 SCRA 728 Partnership #19: Hong Kong and Shanghai same among themselves. The collective effect of the
Ban vs. Jurado, 2 Phil 671 circumstances is such as to leave no room for doubt on the
Partnership #15: Sharuff and Co. vs. existence of said intent in the sisters herein.
HONGKONG BANK v. JURADO & CO.
Baloise Fire Ins. Corp., 64 Phil 258 G.R. No. L-414November 9, 1903
Agency #1: Philpotts vs. Phil.
Partnership #16: Idos vs. CA, 296 SCRA 198 FACTS: Manufacturing Co., 40 Phil 471
Irma Idos vs. Court of Appeals and People of the Jurado & Co. is a commercial partnership. A case for
Philippines bankruptcy was filed against the partnership. One of the
G.R. No. 110782 September 25, 1998 general partners who were expressly included in the Agency #2: Rallos vs. Felix Go Chan & Sons
proceeding was Don Ricardo Regidor. He argues that he was Realty Corp., 81 SCRA 251
Facts: not properly included in the bankruptcy. Thus, he filed a Facts:
Irma is a businesswoman who is engaged I leather tanning. motion to make himself a codefendant. As one of such Concepcion and Gerundia Rallos were sisters and registered
Eddie Aracilla is her supplier of chemicals and rawhide as well
partners, Don Regidor, in open court, appointed an attorney to co-owners of a parcel of land known as Lot No. 5983 of the
as her business partner. The two of them entered into a argue for the firm the motion then before this court. Cadastral Survey of Cebu covered by Transfer Certificate of
partnership called Tagumpay Manufacturing but such was Title No. 11116 of the Registry of Cebu.They executed a
ISSUE: Whether Don Regidor can appear in the proceedings
short-lived and they decided to dissolve the partnership. Upon special power of attorney in favor of their brother, Simeon
liquidation, they had receivables and stocks amounting to 1.8 as an individual separate party from the firm.
Rallos, authorizing him to sell such land for and in their
million. Eddie had a share of 900,000 over the said stocks and behalf. After Concepcion died, Simeon Rallos sold the
receivables. Irma issued 4 checks to cover such share of HELD: undivided shares of his sisters Concepcion and Gerundia to
Eddie. The 1st, 2nd, and 4th checks were encashed but the 3rd No. As a partner of Jurado & Co. he is represented by the firm Felix Go Chan & Sons Realty Corporation for the sum of
check was dishonored because of insufficiency of funds. and has no right to appear as an individual separate from the
P10,686.90. New TCTs were issued to the latter. Petitioner of ESAC instructed MichaelAdams, a member of perform all acts which the principal would have him do. This
Ramon Rallos, administrator of the Intestate Estate of Eternit Corp.s Board of Directors, to dispose of the relationship can only be effected with the consent of the
Concepcion filed a complaint praying (1) that the sale of the eight parcels of land.Adams engaged the services of principal, which must not, in any way, be compelled by law or
undivided share of the deceased Concepcion Rallos in lot realtor/broker Lauro G. Marquez so that the by any court. The Litonjuas failed to produce evidence any
5983 be unenforceable, and said share be reconveyed to her
properties could be offered for sale toprospective buyers. resolution of the Board of Directors of Eternit empowering the
estate; (2) that the Certificate of title issued in the name of
Felix Go Chan & Sons Realty Corporation be cancelled and broker, president, or reg dir as its agents, to sell in its behalf,
another title be issuedin the names of the corporation and the Marquez showed the property to Eduardo Litonjua, the property. The bare fact that Delsaux may have been
Intestate estate of Concepcion Rallos in equal undivided and Jr.,a n d h i s b r o t h e r A n t o n i o K . L i t o n j u a . T h e authorized to sell to a certain stockholder (Ruperto Tan) the
(3) that plaintiff be indemnified by way of attorneys fees and L i t o n j u a s i b l i n g s o f f e r e d t o b u y t h e p r o p e shares of stock cannot be used as basis for Litonjuas claim
payment of costs of suit. r t y f o r P20,000,000.00 cash. Marquez apprised Glanville of that he had likewise been authorized by Eternit to sell the
Issue: theLitonjua siblings offer and relayed thesameto Delsaux in land. While Glanville was the Pres and Gen Mngr of Eternit
Whether or not the sale fell within the exception to the general Belgium, but the latter did not respond. Glanville telexed and Adams and Delsaux were members of its Board of
rule that death extinguishes the authority of the agent Delsaux in Belgium, inquiringon his position/ counterproposal Directors, the three acted for and in behalf of respondent
to the offer of the Litonjua siblings. Delsaux sent a telex ESAC, and not as duly authorized agents of Eternit. o A board
Held:
to Glanville stating that, based on the Belgian/ resolution of the grant of authority is needed to bind Eternit to
Sale of land was null and void insofar as the one-half pro-
indiviso share of Concepcion Rallos Ordered the issuance of S w i s s d e c i s i o n , t h e f i n a l o f f e r w a s any agreement on the sale of the properties. The board
new TCTs to respondent corporation and the estate of US$1,000,000.00 andP2,500,000.00 to cover all existing resolution is not a mere formality but is a condition sine qua
Concepcion in theproportion of share each pro-indiviso and obligations prior tofinal liquidation. non to bind Eternit. Requisites of an agency by estoppels: 1.
the payment of attorneys fees and cost of litigation The principal manifested a representation of the agents
Respondent filed cross claim against Simon Rallos(*Simon L i t o n j u a , J r. a c c e p t e d t h e c o u n t e r p r o p o s a l o f authority or knowingly allowed the agent to assume such
and Gerundia died during pendency of case) juan T. Delsaux. authority; 2. The third person, in good faith, relied upon such
Borromeo, administrator of the Estate of Simeon Rallos was The Litonjua brothers deposited the amount of representation; 3. Relying upon such representation, such
ordered to pay defendant the price of the share of the land U S $ 1 , 0 0 0 , 0 0 0 . 0 0 w i t h t h e S e c u r i t y B a n k & third person has changed his position to his detriment. An
(P5,343.45) plus attorneys fees [Borromeo filed a third party TrustCompany, Ermita Branch, and drafted an Escrow agency by estoppel, which is similar to the doctrine of
complaint against Josefina Rallos, special administratrix of the
Agreement to expedite the sale. apparent authority, requires proof of reliance upon the
Estate of Gerundia] Dismissed without prejudice to filing
either a complaint against the regular administrator of the representations. Proof is lacking in this case. Neither may
Estate of Gerundia Rallos or a claim in the Intestate-Estate of With the assumption of Corazon Aquino as President of RP, Eternit be deemed to have ratified the transactions through
Cerundia Rallos, covering the same subject-matter. the political situation in the Philippines had improved. Glanville, Delsaux and Marquez. The transactions and the
Marquez received a telephone call from Glanville, communications were never submitted to the Board of
advising that the sale would no longer proceed. Glanville Directors of Eternit for ratification.
Agency #3: Orient Air Service & Hotel followed it up with a letter, confirming that he had been
Representatives vs. CA, 197 SCRA 645 instructed by his principal to inform Marquez that the
Agency #5
decision has been taken at a Board Meeting not to
Doles vs. Angeles, 492 SCRA 607
Agency #4: sell the properties onwhich Eternit Corp. is situated.
JOCELYN B. DOLES v. MA. AURA TINA ANGELES
Litonjua, Jr. vs. Ermita Corp. 490 SCRA 204
When apprised of this development, the Litonjuas, through G.R. No. 149353 June 26, 2006
Eduardo Litonjua, Jr. and Antonio Litonjua v.
counsel, wrote Eternit Corp., demanding payment for
Eternit Corp. (now Eterton Multi-ResourcesCorp.),
damages they had suffered on account of the aborted sale. FACTS:
Eteroutremer, S.A. and Far East Bank & Trust Co. Tina Angeles filed a complaint for sum of money against
EC, however, rejected their demand.
G.R. No. 144805 June 8, 2006 Jocelyn Doles. She alleged that Doles was indebted to her. As
Callejo, Sr. payment for her personal loan, Doles executed a Deed of
ISSUE: Absolute Sale covering a parcel of land. They agreed that she
FACTS:
WON Marquez, Glanville, and Delsaux were authorized by must assume the existing liabilities on the land. Upon knowing
respondent Eternit Corp. to act as its agents relative to the that Doles had not pay amorti, Angeles demanded for its
EternitCorp.isengagedinthemanufactu payment but to no avail.
sale ofthe properties of Eternit Corp.
reofroofingmaterialsandpipeproducts. Doles admitted some of the allegations but denied her
90% of the shares of stocks of Eternit Corp.were owned by indebtedness to Angeles. She averred that she only referred
Eteroutremer S.A. Corporation (ESAC), a corporation her friends to Angeles whom she knew to be engaged in the
HELD:
organized and registered under the laws of Belgium. business of lending money in exchange for personal checks
No.
In 1986, the management of ESAC grew concerned about
In an agent-principal relationship, the personality of the through her capitalist.
the political situation in the Philippines andwanted to stop
principal is extended through the facility of the agent. The ISSUE: Whether Jocelyn is merely an agent or representative
its operations in the country. The Committee for Asia
agent, by legal fiction, becomes the principal, authorized to of the alleged debtors.
HELD: were able to make partial payments to petitioner. On 7 to reimbursement of the amounts he already paid. The
Yes. Under Article 1868 of the Civil Code, the basis of agency October 1996, petitioner's counsel sent respondents a final contract was for P95,000.00. Baluyot reassured Atty.
is representation. The question of whether an agency has demand letter wherein it was stated that as of 11 June 1996, Linsangan that once reimbursement is made to the
been created is ordinarily a question which may be respondents' total obligations stood at P295,000.00 excluding former buyer, the contract would be transferred to him.
established either by direct or circumstantial evidence. The interests and attorney's fees. Because of respondents' failure
question is ultimately one of intention. Agency may even be to abide by said final demand letter, petitioner instituted a Atty. Linsangan agreed and gave Baluyot P35,295.00
implied from the words and conduct of the parties and the complaint for sum of money, damages, with application for representing the amount to be reimbursed to the
circumstances of the particular case. Though the fact or preliminary attachment against herein respondents original buyer and to complete the down payment to
extent of authority of the agents may not, as a general rule, be MMPCI. Baluyot issued handwritten and typewritten
established from the declarations of the agents alone, if one By way of special and affirmative defenses, respondent receipts for these payments. Contract No. 28660 has a
professes to act as agent for another, she may be estopped to EDWIN alleged that he is not a real party in interest in this listed price of P132,250.00. Atty. Linsangan objected to
deny her agency both as against the asserted principal and case. According to him, he was acting as mere agent of his the new contract price, as the same was not the amount
the third persons interested in the transaction in which he or principal, which was the Impact Systems, in his transaction previously agreed upon. To convince Atty. Linsangan,
she is engaged. with petitioner and the latter was very much aware of this fact. Baluyot executed a document confirming that while the
In this case, Doles knew that the financier of Angeles is Pua; contract price is P132,250.00, Atty. Linsangan would
and Angeles knew that the borrowers are friends of Doles. ISSUE: pay only the original price of P95,000.00.
Both Doles and Angeles have undeniably disclosed to each Whether the act of Edwin in signing the Deed of Assignment
other that they are representing someone else, and so both of binds his principal Impact Systems Later on, Baluyot verbally advised Atty. Linsangan that
them are estopped to deny the same. It is evident from the Contract No. 28660 was cancelled for reasons the latter
record that petitioner merely refers actual borrowers and then HELD: could not explain. For the alleged failure of MMPCI and
collects and disburses the amounts of the loan upon which Baluyot to conform to their agreement, Atty. Linsangan
she received a commission; and that respondent transacts on Yes, the act of Edwin in signing the Deed of Assignment filed a Complaint for Breach of Contract and Damages
behalf of her "principal financier", a certain Arsenio Pua. If binds Impact Systems against the former.
their respective principals do not actually and personally know
each other, such ignorance does not affect their juridical The Supreme Court held that in a contract of agency, a MMPCI alleged that Contract No. 28660 was cancelled
standing as agents, especially since the very purpose of person binds himself to render some service or to do conformably with the terms of the contract because of
agency is to extend the personality of the principal through the something in representation or on behalf of another with the non-payment of arrearages. MMPCI stated that Baluyot
facility of the agent. latter's consent. Its purpose is to extend the personality of the was not an agent but an independent contractor, and as
Agency #6: principal or the party for whom another acts and from whom such was not authorized to represent MMPCI or to use
he or she derives the authority to act. It is said that the basis its name except as to the extent expressly stated in the
Eurotech Industrial Technologies, Inc. vs.
of agency is representation, that is, the agent acts for and on Agency Manager Agreement. Moreover, MMPCI was
Cuison, 521 SCRA 584 behalf of the principal on matters within the scope of his not aware of the arrangements entered into by Atty.
FACTS: authority and said acts have the same legal effect as if they Linsangan and Baluyot, as it in fact received a down
were personally executed by the principal. payment and monthly installments as indicated in the
From January to April 1995, petitioner sold to Impact Systems contract.
various products allegedly amounting to P91,338.00 pesos. In this case at hand, the parties do not dispute the existence
Subsequently, respondents sought to buy from petitioner one of the agency relationship between respondents ERWIN as The trial court held MMPCI and Baluyot jointly and
unit of sludge pump valued at P250,000.00 with respondents principal and EDWIN as agent. severally liable. The Court of Appeals affirmed the
making a down payment of P50,000.00. When the sludge decision of the trial court.
pump arrived from the United Kingdom, petitioner refused to ISSUES:
deliver the same to respondents without their having fully Agency #7:
settled their indebtedness to petitioner. Thus, on 28 June Manila Memorial Park Cemetery, Inc. vs. 1. Whether or not there was a contract of agency
1995, respondent EDWIN and Alberto de Jesus, general Linsangan, 443 SCRA 377 between Baluyot and MMPCI?
manager of petitioner, executed a Deed of Assignment of MANILA MEMORIAL PARK CEMETERY, INC.vs. 2. Whether or not MMPCI should be liable for Baluyots
receivables in favor of petitioner. Impact systems is owed by PEDRO L. LINSANGAN act?
ERWIN Cuizon.
FACTS: Florencia Baluyot offered Atty. Pedro L. HELD: First Issue. Yes. By the contract of agency, a
Despite the existence of the Deed of Assignment, Linsangan a lot called Garden State at the Holy Cross person binds himself to render some service or to do
respondents proceeded to collect from Toledo Power Memorial Park owned by petitioner (MMPCI). According something in representation or on behalf of another,
Company the amount of P365,135.29. Alarmed by this to Baluyot, a former owner of a memorial lot under with the consent or authority of the latter. As properly
development, petitioner made several demands upon Contract No. 25012 was no longer interested in found both by the trial court and the Court of Appeals,
respondents to pay their obligations. As a result, respondents acquiring the lot and had opted to sell his rights subject Baluyot was authorized to solicit and remit to MMPCI
offers to purchase interment spaces obtained on forms but in reply, Amon Trading and Juliana Marketing stated that Facts: On May 20, 1919, the plaintiffs obtained from
provided by MMPCI. The terms of the offer to purchase, they have already refunded the amount of undelivered bags of Maria Gay a written option to purchase an estate known
therefore, are contained in such forms and, when cement to Lines and spaces per written instructions of as "San Antonio Estate." The term of the option expired,
signed by the buyer and an authorized officer of Sanchez. but the plaintiffs had it extended verbally until 12 o
MMPCI, becomes binding on both parties. 'clock noon of June 17, 1919.
Issue:
Second Issue. No. While there is no more question as Whether or not there was a contract of agency Antonio Sunyantong was at the time an employee of the
to the agency relationship between Baluyot and between Lines and Spaces and Tri- Realty plaintiffs and that they reposed confidence in him and
MMPCI, there is no indication that MMPCI let the public, did not mind disclosing their plans to him, concerning
or specifically, Atty. Linsangan to believe that Baluyot Held: the purchase of the aforesaid estate and the progress
had the authority to alter the standard contracts of the In a case, the Court decreed from Article 1868 that of their negotiations with Maria Gay.
company. Neither is there any showing that prior to the basis of agency is representation. It stated that, on the
signing Contract No. 28660, MMPCI had any part of the principal, there must be an actual intention to On a conference where Sing Juco, Sing Bengco and
knowledge of Baluyot's commitment to Atty. Linsangan. appoint or an intention naturally inferable from his words or Antonio Sunyantong was present, the latter suggested
Even assuming that Atty. Linsangan was misled by actions and on the part of the agent, there must be an that it would be better if they would wait for a few days
MMPCI's actuations, he still cannot invoke the principle intention to accept the appointment and act on it and in the elapse before accepting the terms of the transfer
of estoppel, as he was clearly negligent in his dealings absence of such intent, there is generally no agency. One proposed by Maria Gay as not to give the impression
with Baluyot, and could have easily determined, had he factor which most clearly distinguishes agency from other that they are coveting the property.
only been cautious and prudent, whether said agent legal concepts is control; one person- the agent- agrees to act
was clothed with the authority to change the terms of under the control or direction of the principal. In the case, the In the morning of June 17, 1919, on the midday of
the principal's written contract. intention of Tri-realty was merely for Lines and Spaces, which the term of plaintiff's option to purchase was to
through Sanchez, to supply them with needed bags of expire, said defendant Antonio Sunyantong called at the
cement. Inasmuch as Amon Trading and Juliana Marketing house of Mari Gay when she was having breakfast, and
To repeat, the acts of the agent beyond the scope of his have never directly dealt with Tri-realty, the former had no offered to buy the estate on the same terms proposed
authority do not bind the principal unless the latter reason to doubt the request of Sanchez later on to refund the by her not yet accepted by the plaintiffs, making the
ratifies the same. It also bears emphasis that when the value of the bags of cement to Lines and Spaces. offer to buy not for the benefit of the plaintiff's, but for
third person knows that the agent was acting beyond own wife, his codefendant Vicenta Llorente de
his power or authority, the principal cannot be held Agency #10: Naguiat vs. CA, 412 SCRA 592 Sunyatong.
liable for the acts of the agent. If the said third person
was aware of such limits of authority, he is to blame and In view of the opportunity that offered itself, but
is not entitled to recover damages from the agent, Agency #11: Veloso vs. CA, 260 SCRA 593 respecting the option granted the plaintiffs, Maria Gay
unless the latter undertook to secure the principal's communicated by telephone with Manuel Sotelo, who
ratification. was acting as broker for the plaintiffs in these
Agency #12: Pineda vs. CA, 226 SCRA 754 transactions, and told him that another buyer of the
Agency #8: Orient Air Services vs. CA, 197 estate had presented himself who would accept the
Agency #13: BPI vs. de Carter, 47 Phil 594 terms proposed by her and that she would like to know
SCRA 645
immediately what decision had been reached by the
refer to Agency #3
Agency #14: Sing Juco & Sing Bengco vs. plaintiffs on the matter.
Agency #9
Amon Trading Corp. vs. CA, 477 SCRA 552 Sunyantong & Llorente, 43 Phil 589 For their reply, Sing Bengco instructed Sotelo to inform
Facts: Sing Juco & Sing Bengco v. Sunyatong & Llorente her at the time that if she did not care to wait until 12
Tri-realty Development and Construction Corporation (1922) (sale of land, employee) o'clock, "ella cuidado" (equivalent to bahala siya/ ambut
had difficulty in purchasing cement needed for its projects. sa iya; may have different interpretations).
Line and Spaces, represented by Eleanor Sanchez, informed Doctrines:
Tri-realty that it could obtain cement to satisfaction from Amon Interpreting the phrase to mean that the plaintiffs
Trading Corp., and its sister company, Juliana Marketing. On "Equitable trust" by virtue of which the things waived their option to buy, Maria Gay closed the sale of
the strength of such representation, Tri-realty proceeded to acquired by an employee is deemed not to have the estate in favor of the defendant Antonio
order from Sanchez 6,050 bags of cement from Amon and been acquired for his own benefit or that of any other Sunyantong.
Juliana. Tri-realty, through Sanchez of Lines and Spaces, paid person but for his principal, and held in trust for the
in advance through managers checks by which Sanchez latter
issued receipts. There were deliveries at first but a balance of Issue: Does the plaintiff-petitioners have a remedy to
5200 bags was not delivered. Tri-realty sent written demands acquire the property?
Such a determination is indispensable to an inquiry into the informing him that Manila Remnant was terminating its
extent or scope of his authority. existing collection agreement with his firm on account of the
Held/Ratio: YES, the plaintiff-petitioners may acquire Nonetheless, it is clear in the Authorization given that it is a considerable amount of discrepancies and irregularities. As a
the property by virtue of an equitable trust. special power of attorney limited to the use of the coal consequence, Artemio Valencia was removed as President by
The fact cannot be denied that he was the cause of the operating contract and the clause cannot contemplate any the Board of Directors of Manila Remnant. Therefore,
option having precipitously come to such an end. His other power not included in the enumeration or which are Valencia stopped transmitting Ventanilla's monthly
disloyalty to his employers was responsible for Maria unrelated. Thus, Rene is not authorized to enter into a Trip installments. A.U. Valencia and Co. sued Manila Remnant to
Gay not accepting the terms proposed by the plaintiffs, Charter Party agreement with SMC. impugn the abrogation of their agency agreement. The court
because of being certain of another less exigent buyer. Agency #17: ordered all lot buyers to deposit their monthly amortizations
Such an act of infidelity committed by a trusted Lintonjua vs. Fernandez, 427 SCRA 478 with the court.But A.U. Valencia and Co. wrote the Ventanillas
employee calculated to redound to his own benefit and that it was still authorized by the court to collect the monthly
to the detriment of his employers cannot pass without amortizations and requested them to continue remitting their
legal sanction. Agency #18: Yu Eng Cho vs. Pan American amortizations with the assurance that said payments would be
World Airways, Inc. 328 SCRA 717 deposited later in court.
In the North American law such sanction is expressly
recognized, and the transaction of this nature might be Agency #19: Thereafter, the trial court issued an order prohibiting A.U.
regarded as an "equitable trust" by virtue of which the Valencia and Co. from collecting the monthly installments.
things acquired by an employee is deemed not to have Manila Remnants vs. CA, 191 SCRA 622 Valencia complied with the court's order of submitting the list
been acquired for his own benefit or that of any other [G.R. No. 82978. November 22, 1990.] of all his clients but said list excluded the name of the
person but for his principal, and held in trust for the Ventanillas. Manila Remnant caused the publication in
latter. (There is no assignment of errors in this case.) THE MANILA REMNANT CO., INC., Petitioner, v. THE theTimes Journalof a notice cancelling the contracts to sell of
H O N O R A B L E C O U RT O F A P P E A L S a n d O S C A R some lot buyers. To prevent the effective cancellation of their
Agency #15: V E N T A N I L L A , J R . a n d C A R M E N G L O R I A contracts, Artemio Valencia filed a complaint for specific
Toyota Shaw, Inc. vs. CA, 249 SCRA 320 DIAZ,Respondents. performance with damages against Manila Remnant

Agency #16 FACTS: The Ventanillas, believing that they had already remitted
Bacaltos Coal Mines vs CA, 245 SCRA 460 Petitioner Manila Remnant Co., Inc. is the owner of enough money went directly to Manila Remnant and offered to
parcels of land situated in Quezon City and constituting the pay the entire outstanding balance of the purchase price.
FACTS Capital Homes Subdivision Nos. I and II. Manila Remnant and Unfortunately, they discovered from Gloria Caballes that their
Rene Savellon was given an Authorization by Bacaltos Coal A.U. Valencia & Co. Inc. entered into a contract entitled names did not appear in the records of A.U. Valencia and Co.
Mines (BMC) to use the coal operating contract for any "Confirmation of Land Development and Sales Contract" to as lot buyers. Also, Manila Remnant refused the offer of the
legitimate purpose it may serve. Representing BMC, Savellon formalize a prior verbal agreement whereby A.U. Valencia Ventanillas to pay for the remainder of the contract price. The
then entered into a Trip Charter Party agreement with San and Co., Inc. was to develop the aforesaid subdivision for a Ventanillas then commenced an action for specific
Miguel Corporation (SMC) as the charter. However, the vessel consideration of 15.5% commission. At that time the President performance, annulment of deeds and damages against
was able to make only one trip contrary to the agreed three of both A.U. Valencia and Co. Inc. and Manila Remnant Co., Manila Remnant, A.U. Valencia and Co. and Carlos
trips. SMC demands for specific performance and damages. Inc. was Artemio U. Valencia. Manila Remnant thru A.U. Crisostomo.
BMC countered that the authorization given to Rene Savellon Valencia and Co. executed two "contracts to sell" covering
did not include the power to enter into any contract with SMC. Lots 1 and 2 of Block 17 in favor of Oscar C. Ventanilla and The trial court found that Manila Remnant could have not
Carmen Gloria Diaz. Ten days after the signing of the been dragged into this suit without the fraudulent
ISSUE
contracts with the Ventanillas, Artemio U. Valencia, without the manipulations of Valencia. Subsequently, Manila Remnant
Is Savellon duly authorized to enter into a Trip Charter Party
agreement? knowledge of the Ventanilla couple, sold Lots 1 and 2 of Block and A.U. Valencia and Co. elevated the lower court's decision
17 again, to Carlos Crisostomo, one of his sales agents to the Court of Appeals through separate appeals. On October
RULING without any consideration. Artemio Valencia then transmitted 13, 1987, the Appellate Court affirmed in toto the decision of
No. the fictitious Crisostomo contracts to Manila Remnant while he the lower court. Reconsideration sought by petitioner Manila
Persons dealing with an assumed agent, whether the kept in his files the contracts to sell in favor of the Ventanillas. Remnant was denied, hence the instant petition.
assumed agency be a general or special one, are bound at All the amounts paid by the Ventanillas were deposited in ISSUE:
their peril, if they would hold the principal, to ascertain not only Valencia's bank account. Upon orders of Artemio Valencia, the Whether or not petitioner Manila Remnant should be
the fact of the agency but also the nature and extent of the monthly payments of the Ventanillas were remitted to Manila held solidarily liable together with A.U. Valencia and Co. and
authority. Remnant as payments of Crisostomo for which the former Carlos Crisostomo for the payment of moral, exemplary
Since the principal subject of the Authorization is the coal issued receipts in favor of Crisostomo. damages and attorney's fees in favor of the Ventanillas
operating contract, SMC should have required its presentation HELD:
to determine what it is and how it may be used by Savellon. General Manager Karl Landahl, wrote Artemio Valencia
YES.In the case at bar, the Valencia realty firm had Casteel's application, one of them was Felipe Deluao, uncle of The spouses Martin Ramos and Candida Tanate died. They
clearly overstepped the bounds of its authority as agent Casteel Casteel sought financial aid from his uncle Deluao were survived by their three legitimate children Jose, Agustin
and for that matter, even the law when it undertook the with which to finance theneeded improvements on the and Granada. Martin Ramos was also survived by his seven
double sale of the disputed lots. Such being the case, the fishpond. Hence, a wide productive fishpond was built. natural children named Atanacia, Timoteo, Modesto, Manuel,
principal, Manila Remnant, would have been in the clear Inocencia Deluao (wife of Felipe Deluao) and Nicanor Emiliano, Maria and Federico. special proceeding was
pursuant to Article 1897 of the Civil Code which states that Casteel executed a contract denominated as contract of instituted for the settlement of the intestate estate of the said
"(t)he agent who acts as such is not personally liable to that service whereby Deluao hires and employs the Casteel. The spouses A project of partition dated April 25, 1913 was
party with whom he contracts, unless he expressly binds latter will be the Manager and sole buyer of all the produce of submitted. It was signed by the three legitimate children, Jose,
himself or exceeds the limits of his authority without giving the fish that will be produced from said fishpond while the Agustin and Granada; by the two natural children, Atanacia
such party sufficient notice of his powers." However, the former will be the administrator of the same she having and Timoteo, and by Timoteo Zayco in representation of the
unique relationship existing between the principal and the financed the construction and improvement ofsaid fishpond. At other five natural children who were minors. It was sworn to
agent at the time of the dual sale must be underscored. Bear the same time, Inocencia Deluao executed a special power of before the justice of the peace. Partition was approved.
in mind that the president then of both firms was Artemio U. attorney in favor of JesusDonesa, extending to the latter the Plaintiffs question the partition saying that they are entitled to
Valencia, the individual directly responsible for the sale scam. authority to represent her in the administration of the fishpond. share banking on the argument that partition was an express
Hence, despite the fact that the double sale was beyond the trust.
power of the agent, Manila Remnant as principal was ISSUE: Issue:
chargeable with the knowledge or constructive notice of that Whether the agreement made by the parties created a Whether there is express trust in the case.
fact and not having done anything to correct such an contract of trust. Ruling:
irregularity was deemed to have ratified the same. More in HELD: The plaintiffs did not prove any express trust in this case.
point, we find that by the principle of estoppel, Manila The evidence preponderates in favor of the view that the The expediente of the intestate proceeding, Civil Case No.
Remnant is deemed to have allowed its agent to act as initial intention of the parties was not to form a trust or co- 217, particularly the project of partition, the decision and the
though it had plenary powers. ownership but to establish a partnership Inocencia Deluao manifestation as to the receipt of negatives the existence of
as capitalist partner and Casteel as industrial partner the an express trust. Those public documents prove that the
Article 1911 of the Civil Code provides:"Even when ultimate undertaking of which was to divide into two equal estate of Martin Ramos was settled in that proceeding and
the agent has exceeded his authority, the principal parts such portion ofthe fishpond as might have been that adjudications were made to his seven natural children. A
issolidarilyliable with the agentif the former allowed the latter developed by the amount extended by the plaintiffs-appellees, trust must be proven by clear, satisfactory, and convincing
to act as though he had full powers."In such a situation, both with thefurther provision that Casteel should reimburse the evidence. It cannot rest on vague and uncertain evidence or
the principal and the agent may be considered as joint feasors expenses incurred by the appellees over one-half ofthe on loose, equivocal or indefinite declarations As already
whose liability is joint and solidary (Verzosa vs. Lim, 45 Phil. fishpond that would pertain to him. This can be gleaned, noted, an express trust cannot be proven by parol
416). In essence, therefore, the basis for Manila Remnant's among others, from the letter of Casteel toFelipe Deluao evidenceNeither have the plaintiffs specified the kind of
solidary liability is estoppel which, in turn, is rooted in the showing the intention to divide the fishpond. implied trust contemplated in their action. We have stated that
principal's neglectfulness in failing to properly supervise and Trust #2 whether it is a resulting or constructive trust, its enforcement
control the affairs of its agent and to adopt the needed may be barred by laches.Those transactions prove that the
Government vs. Abadilla, 26 Phil 642
measures to prevent further misrepresentation. As a heirs of Jose Ramos had repudiated any trust which was
consequence, Manila Remnant is considered estopped from supposedly constituted over Hacienda Calaza in favor of the
pleading the truth that it had no direct hand in the deception Trust #3: Mindanao Devt Authority vs. CA, plaintiffs.
employed by its agent. That the principal might not have had 113 SCRA 429
actual knowledge of the agent's misdeed is of no moment. Trust #7: Morales vs. CA, 247 SCRA 282
FACTS
Agency #20: Terrado vs. CA, 131 SCRA 371 Trust #4: Canezo vs. Rojas, 538 SCRA 242 Spouses Ortiz bought the land and the 2-storey
residential house thereon from the owner Celso Avelino. The
Trust #5: Penalber vs. Ramos, 577 SCRA 50 land and building then were occupied by the family of one of
Trust #1: Deluao vs. Casteel, 22 SCRA 231 Celsos sister, Priscilla who promised to vacate the premises
DELUAO VS. CASTEEL once they were notified by Celso. Despite due notice, the
22 scra 231 Trust #6: Ramos vs. Ramos, 61 SCRA 284 family of Priscilla refused to vacate and claimed that they
EMILIANO B. RAMOS, ET AL. inherited the property from their parents who were the real
FACTS: vs. owners because Celso merely acquired the property since
Nicanor Casteel filed a fishpond application for a big tract of GREGORIA T. RAMOS, ET AL. their father entrusted him with the money to buy it.
swampy land in theMunicipality of Padada, Davao for three G.R. No. L-19872 December 3, 1974
Ponente: Aquino,J. ISSUE
times since 1940 but no action was taken thereon by the
Is there implied trust between Celso and his father?
authorities concerned. Meanwhile, several applications were Facts:
submitted by other persons for portions of the area covered by RULING
None. No. In view of their lack of a clear repudiation of the co- along with the surviving heirs of Apung and Sianang filed
It is very apparent that in order for implied trust to exist there ownership, duly communicated to the petitioners (the other complaint in the CFI.
must be evidence of an equitable obligation of the trustee to co-owners), private respondents cannot acquire the shares of They claimed that the execution of the deed of assignment
convey, which circumstance or requisite is absent in this case. the petitioners by prescription. The record in the Office of the was attended by fraud. The trial court decided that the action
What is instead clear from the evidence is Celso Avelino's Assessor is not the sufficient repudiation and communication of the heirs had already prescribed since an action on fraud
absolute ownership of the disputed property, both as to the contemplated by the law. Neither may the private prescribes on four years from discovery of such, in this case,
land and the residential house which was sold to the spouses respondents possession of the premises militate against on 16 March 1940 when Max registered the deed of
Ortiz. petitioners claim. After all, co-owners are entitled to be in assignment. The Court of Appeals reversed and found that a
In addition Article 1448 of the New Civil Code expressly possession of the premises. constructive trust was created. Hence, the present petition.
provides that if the person to whom the title is conveyed is Issue: 1. whether a constructive trust involves a fiduciary
achild, legitimate or illegitimate, of the one paying the price of The existence of the co-ownership here argues against the relationship? 2. Whether action had already prescribed?
the sale, no trust is implied by law, it being disputably theory of implied trust, for then a co-owner possesses co- Held:1. The court, assuming that there was fraud, and in turn,
presumed that there is a gift in favor of the child. owned property not in behalf of the other co-owners but in his a constructive trust in favor of the other heirs, said that
own behalf. constructive trust does not involve a promise nor fiduciary
Trust #8: relations. Hence, the respondent courts conclusion that the
Mariano vs. Judge De Vega, 148 SCRA 342 Trust #9: rule on constructive notice does not apply because there was
a fiduciary relationship between the parties lacks the
MARIANO v. THE HON. JUDGE JESUS R. DE VEGA Diaz vs. Gorricho & Aguado, 103 Phil 266
necessary premise.
G.R. No. L-59974. March 9, 1987.
2. Action had already prescribed because there was
Trust #10: Carantes vs. CA, 76 SCRA 514 constructive notice to the heirs when Maximino registered the
PARS, J,; G.R. No. L-33360 April 25, 1977 deed of assignment with the register of deeds on 16 March
FACTS: MAXIMINO CARANTES (Substituted by Engracia Mabanta 1940. Such date is the reckoning point of counting
spouses Urbano Panganiban and Roberta Espino owned, as Carantes),petitioner, prescription based on fraud.
conjugal property, during their lifetime 29 parcels of vs. Anent respondent courts contention that constructive trust is
unregistered Roberta Espino died intestate and without debts.
COURT OF APPEALS, BILAD CARANTES, LAURO imprescriptible, the court said that it is untenable. It is already
She left her husband, Urbano Panganiban, and their two CARANTES, EDUARDO CARANTES and MICHAEL settled that constructive trusts prescribes in 10 years. In this
legitimate children, Mercedes and Gaudencia as her only TUMPAO,respondents, case, the ten year period started on 16 March 1940. And since
forced heirs. Urbano Panganiban also died also intestate and
Facts:Mateo Carantes, original owner of Lot No. 44 situated the respondents commenced the action only on 4 Sept. 1958,
without debts, leaving as his only compulsory heirs the at Loakan, Baguio City, died in 1913 leaving his widow the same is barred by prescription.
children of Gaudencia (who together with her sister Mercedes,
Ogasia, and six children, namely, Bilad, Lauro, Crispino,
had predeceased their father) who are now petitioners herein
Maximino, Apung and Sianang,. In 1930, the government, in
and his legitimate children with his second wife, Atanacia order to expand the landing field of the Loakan Airport, filed Trust #11: PNB vs. CA, 217 SCRA 347
Agustin, who are the private respondents herein. for the expropriation of a portion of Lot. No. 44. Said lot was
After Urbanos death, petitioners instituted an action with the
subdivided into Lots. No. 44A to 44Efor the purpose. Trust #12: Cortez vs. Oliva, 33 Phil 480
then CFI of Bulacan for partition and delivery of possession of
In 1913, Maximino Carrantes (MAX) was appointed the Romana Cortes, et al. vs. Florencio Oliva
their corresponding shares in the conjugal estate of judicial administrator of the estate of Mateo. Four heirs, G.R. No. L-10104 February 10, 1916
decedents-spouses Urbano and Roberta consisting of subject namely, Bilad, Lauro, Sianang, and Crisipino, executed a Facts:
29 parcels of unregistered land. Petitioners filed the casedeed denominated Assignment of Right to Inheritance The plaintiffs are heirs of Pio Oliva who owned a large
because since the death of Urbano, their grandfather, in 1952,
assigning to Max their rights over said lot in 1939. The stated machine used for grinding sugar cane. Pio and his brother,
private respondents (his children by the second marriage) had
monetary consideration is P1.00.On same date, Max sold Lot Florencio, jointly owned another smaller machine used for the
taken possession of the whole conjugal property and Nos. 44B and 44C to the government. One year later the same purpose. The large machine was owned outright by Pio
appropriated to themselves to the exclusion of petitioners the
Court of First Instance, upon joint petition of the Carrantes while the smaller machine was owned by both the brothers.
products coming from the 29 parcels of land. heirs, issued an order cancelling O.C.T. No. 3 and TCT No. Florencio was an owner of a hacienda while Pio was a tenant
2533 was issued in its place. thereon. The two machines were installed and used in the
ISSUE: On 16 March 1940, Max registered the deed of Assignment hacienda. However, upon the breakout of the Spanish
of Right to Inheritance. Thus, TCT No. 2533 was cancelled revolution, the hacienda and the machines were abandoned.
Whether private respondents had openly and effectively and TCT 2540 was issued in the name of Max. A formal deed Florencio only went back to the hacienda when it was already
repudiated the co-ownership or constructive trust over the of Sale was also executed by Max on the same date in favor peaceful and found the machines to be in need of repair. He
subject property. of the government. Hence, TCT 2540 was cancelled and new spent for the repairs of both machines but it was only the large
TCTs were issued in favor of the government and Max, machine that was used while the smaller machine was never
HELD: respectively. On 4 Sept. 1958, Bilad, Lauro, and Crispino, sold despite efforts. Pio died and his heirs sued Florencio for
unlawfully taking possession of the machines and claimed that
they were the true owners thereof. Florencio, on the other
hand, stated that he had a claim over the machines because
Pio was indebted to him. Hence, this petition.

Issue:
1. Whether or not the heirs own the machines.

Held:
As to the large machine, no. The action against Florencio had
already prescribed since he had a claim of ownership over
such machine for more than 4 years. Florencio regarded
himself as the lawful owner of the machine at the time when
he wrote a letter to one of the plaintiffs explaining that he was
keeping the machine because of Pios indebtedness.
As to the smaller machine, yes. The brothers had joint
ownership over the machine. Even if Florencio held the
machine for a long period of time and exercised acts of
ownership, there was no sufficient ground for him to interfere
in the possession of such machine under a claim of ownership
since there must be a clear showing that Pio repudiated his
claim over such machine. The Court stated that the smaller
machine must be sold and that the proceeds must be
partitioned between Pios heirs and Florencio.
Hence, the Court affirmed the decision of the lower court
without prejudice to the filing of a case by the heirs for the
selling and partitioning of the proceeds from the smaller
machine.

Você também pode gostar