Beruflich Dokumente
Kultur Dokumente
1
A.
I. PARTNERSHIP
1.
Case Digest: Filomeno Negado, Narciso Rocha, and Juan Guirindola vs GonzaloMakabenta
54 OG 408228 February 1958
Facts:
Plaintiffs filed a suit against the defendant for the recovery of possession and management of Liberty Theater
located in Leyte and for an accounting of all money and property pertainingthereto.The plaintiffs allege that the
theater is owned and operated by a partnership known as HemaroguiCompany composed of the plaintiffs and
defendant. Conversely, the defendant alleges that he isthe sole and exclusive owner of the theater while the
plaintiffs are merely creditor.The trial court held that no partnership exists and the oral and material evidence
(books,accounts, and papers) presented by the plaintiffs are incompetent to establish existence of the partnership.
Issue:
Whether or not a partnership exists among Negado, Rocha, Guirindola and Makabenta
Decision:
There exists a partnership. In determining whether or not a particular transaction constitutes partnership, the
intention as disclosed by the entire transaction, and as gathered from the factsand from the language employed by
the parties as well as their conduct. A partnership may becreated without any definite intention to create it, the
intention of the parties being inferred fromtheir conduct and dealings with each other. For the purpose of showing
the existence of a partnership, books, papers, accounts and similar writings are admissible as evidence
providedthat the party against whom they are offered is shown to have authorized or ratified them.
-Yulo vs. Yang Chiaco Seng, L-12541, Aug. 28, 1959
YULO V. YANG CHIAO SENG
Facts: Yang Chiao Seng proposed to form a partnership with Rosario Yulo to run and operate a theatre on the
premises occupied by Cine Oro, Plaza Sta. Cruz, Manila, the principal conditions of the offer being (1) Yang
guarantees Yulo a monthly participation of P3,000 (2) partnership shall be for a period of 2 years and 6 months with
the condition that if the land is expropriated, rendered impracticable for business, owner constructs a permanent
building, then Yulos right to lease and partnership even if period agreed upon has not yet expired; (3) Yulo is
authorized to personally conduct business in the lobby of the building; and (4) after Dec 31, 1947, all improvements
placed by partnership shall belong to Yulo but if partnership is terminated before lapse of 1 and years, Yang shall
have right to remove improvements. Parties established, Yang and Co. Ltd., to exist from July 1, 1945 Dec 31,
1947.
In June 1946, they executed a supplementary agreement extending the partnership for 3 years beginning Jan 1,
1948 to Dec 31, 1950.
The land on which the theater was constructed was leased by Yulo from owners, Emilia Carrion and Maria Carrion
Santa Marina for an indefinite period but that after 1 year, such lease may be cancelled by either party upon 90-day
notice. In Apr 1949, the owners notified Yulo of their desire to cancel the lease contract come July. Yulo and husband
brought a civil action to declare the lease for a indefinite period. Owners brought their own civil action for ejectment
upon Yulo and Yang.
CFI: Two cases were heard jointly; Complaint of Yulo and Yang dismissed declaring contract of lease terminated.
CA: Affirmed the judgment.
In 1950, Yulo demanded from Yang her share in the profits of the business. Yang answered saying he had to suspend
payment because of pending ejectment suit.
Yulo filed present action in 1954, alleging the existence of a partnership between them and that Yang has refused to
pay her shares.
Defendants Position: The real agreement between plaintiff and defendant was one of lease and not of
partnership; that the partnership was adopted as a subterfuge to get around the prohibition contained in the
contract of lease between the owners and the plaintiff against the sublease of the property.
Trial Court: Dismissal. It is not true that a partnership was created between them because defendant has not
actually contributed the sum mentioned in the Articles of Partnership or any other amount. The agreement is a
lease because plaintiff didnt share either in the profits or in the losses of the business as required by Art 1769 (CC)
and because plaintiff was granted a guaranteed participation in the profits belies the supposed existence of a
partnership.
Issue: Was the agreement a contract a lease or a partnership?
Ruling: Dismissal. The agreement was a sublease not a partnership. The following are the requisites of
partnership: (1) two or more persons who bind themselves to contribute money, property or industry to a
common fund; (2) the intention on the part of the partners to divide the profits among themselves (Article
1761, CC)
Plaintiff did not furnish the supposed P20,000 capital nor did she furnish any help or intervention in the
management of the theatre. Neither has she demanded from defendant any accounting of the expenses and
earnings of the business. She was absolutely silent with respect to any of the acts that a partner should have done;
all she did was to receive her share of P3,000 a month which cannot be interpreted in any manner than a payment
for the use of premises which she had leased from the owners.
3.
4.
Week No. 2
5.
Art. 1777. A universal partnership may refer to all the present property or to all the profits. (1672)
Art. 1778. A partnership of all present property is that in which the partners contribute all the property which
actually belongs to them to a common fund, with the intention of dividing the same among themselves, as well as
all the profits which they may acquire therewith. (1673)
Art. 1780. A universal partnership of profits comprises all that the partners may acquire by their industry or work
during the existence of the partnership.
Movable or immovable property which each of the partners may possess at the time of the celebration of the
contract shall continue to pertain exclusively to each, only the usufruct passing to the partnership. (1675)
Art. 1783. A particular partnership has for its object determinate things, their use or fruits, or specific undertaking,
or the exercise of a profession or vocation. (1678)
b)
6.
Different kinds of
a)
b)
c)
d)
e)
f)
g)
h)
i)
i.
ii.
As to liability
i.
ii.
Universal Partnership
Particular Partnership
of the partners
General Partnership
Limited Partnership
partners
Industrial Partner
Capitalist Partner
General Partner
Limited Partner
Managing Partner
Silent Partner
Ostensible Partner
Secret Partner
Partner by Estoppel