DOCTRINE: Definition of Contract of Partnership

FERNANDO SANTOS v SPOUSES REYES

G.R. No. 135813
October 25, 2001
FACTS: Petitioner Santos, Respondent Reyes and Zabat entered into a
lending business venture. It was agreed that Santos would act as financier
while Reyes and Zabat would take charge of solicitation of members and
collection of loan payments. Santos and Gragera(chairman of the Monte
Maria) executed an agreement providing funds for Monte Maria's members.
Santos and Reyes later discovered that Zabat engaged in the same lending
business in competition with their partnership so Zabat was expelled from
the partnership. Santos filed a complaint for recovery of sum of money and
damages against respondents, in their capacities as employees of petitioner,
with having misappropriated funds intended for Gragera. Respondents
asserted that they were partners and not mere employees of petitioner.
ISSUE: WON the parties' relationship was one of partnership or of employer
employee
DECISION: By the contract of partnership, two or more persons bind
themselves to contribute money, property or industry to a common fund,
with the intention of dividing the profits among themselves. The "Articles of
Agreement" stipulated that the signatories shall share the profits of the
business in a 70-15-15 manner, with petitioner getting the lion's share. This
stipulation clearly proved the establishment of a partnership.

DOCTRINE : When Article 1773 of the Civil Code does not apply
AGAD vs. MABATO and MABATO and AGAD COMPANY
G.R. No. L-24193
June 28, 1968
FACTS: Agad and Mabato are partners in a fishpond business as evidenced
by a public instrument attached to the complaint as Annex A. Agad filed a
complaint against Mabato and Mabato & Agad Company for failure and
refusal of Mabato to render accounts of the operations of partnership.
Mabato denied the existence of partnership on the ground that the contract
had not been perfected and so he moved for the dismissal of the complaint
for failure to state a cause of action. The lower court granted the motion of
the defendant on the theory that the contract of partnership, Annex "A", is
null and void, pursuant to Art. 1773 of our Civil Code, because an inventory
of the fishpond referred in said instrument had not been attached thereto.
Hence, this appeal.
ISSUE: WON "immovable property or real rights" have been contributed to
the partnership under consideration
DECISION: Article 1773 of the Civil Code is not in point. As stated in Annex
"A" the partnership was established "to operate a fishpond", not to "engage
in a fishpond business". Moreover, none of the partners contributed either a
fishpond or a real right to any fishpond. Their contributions were limited to
the sum of P1,000 each.