ROJAS VS.

MAGLANAFACTS:
Maglana and Rojas executed their Articles of Co-partnership called Eastcoast DevelopmentEnterpises which had
an indefinite term of existenceand was registered with the SEC and had a TimberLicense. One of the EDEs purposes
was to apply orsecure timber and/or private forest lands and tooperate, develop and promote such forests
rightsand concessions. M shall manage the business affairswhile R shall be the logging superintendent. Allprofits and losses
shall be divided share and sharealike between them.Later on, the two availed the services of Pahamotangas
industrial partner and executed another articles of co-partnership with the latter. The purpose of thissecond
partnership was to hold and secure renewalof timber license and the term of which was fixed to30 years.Still later on, the
three executed a conditional sale of interest in the partnership wherein M and R shallpurchase the interest, share
and participation in thepartnership of P. It was also agreed that afterpayment of such including amount of loan
securedby P in favor of the partnership, the two shall becomeowners of all equipment contributed by P.
After this,the two continued the partnership without anywritten agreement or reconstitution of their articlesof
partnership.Subsequently, R entered into a managementcontract with CMS Estate Inc. M wrote him re:
hiscontribution to the capital investments as well as hisdutiesas logging superintendent. R replied that hewill not be able to
comply with both. M then told Rthat the latters share will just be 20% of the netprofits. Such was the sharing from
1957 to 1959without complaint or dispute. R took funds from thepartnership more than his contribution. M
notified Rthat he dissolved the partnership. R filed an actionagainst M for the recovery of properties andaccounting
of the partnership and damages.
CFI:
the partnership of M and R is after P retired isone of de facto and at will; the sharing of profits andlosses is on
the basis of actual contributions; there isno evidence these properties were acquired by the
partnership funds thus it should not belong to it;neither is entitled to damages; the letter of M ineffect dissolved
the partnership; sale of forestconcession is valid and binding and should beconsidered as Ms contribution; R must pay or
turnover to the partnership the profits he received fromCMS and pay his personal account to the partnership;M
must be paid 85k which he shouldve received butwas not paid to him and must be considered as hiscontribution.
ISSUE:
what is the nature of the partnership andlegal relationship of M-R after P retired from thesecond partnership? May
M unilaterally dissolve thepartnership?
SC:
There was no intention to dissolve the firstpartnership upon the constitution of the second aseverything else was
the same except for the fact thatthey took in an industrial partner: they pursued thesame purposes, the capital
contributions call for thesame amounts, all subsequent renewals of TimberLicense were secured in favor of the first
partnership,all businesses were carried out under the registeredarticles.M and R agreed to purchase the interest,
share andparticipation of P and after, they became owners of the equipment contributed by P. Both
consideredthemselves as partners as per their letters. It is not apartnership de facto or at will as it was existing
andduly registered. The letter of M dissolving thepartnership is in effect a notice of withdrawal andmay be done
by expressly withdrawing even beforeexpiration of the period with or without justifiablecause. As to the liquidation
of the partnership it shallbe divided share and share alike after anaccounting hasbeen made.R is not entitled to any profits as he
failed to give theamount he had undertaken to contribute thus, hadbecome a debtor of the partnership.M cannot
be liable for damages as R abandoned thepartnership thru his acts and also took funds in anamount more than his
contribution.

Goguilay and Partnership vs. Sycip et. Al.

Reyes J& L: &

Facts:

Tan Sin and Goguilay into a partnership in business of buying and selling real state properties. Partners stipulated
that Tan Sin will be the managing partner and that heirs shall represent the deceased partnership incurred debts
and Tan Sin died, he was represents the deceased partner should the 10 years lifetime of the partnership has not
yet expired. When the partnership incurred debts and Tan Sin will be managing partnership has not yet expired.
When the partnership incurred and Tan Sin died, he has represented by his widow. In order to satisfy the
partnerships debts the widow sold the properties to defendant. Goquilay opposed the sail assailing that widow has
no authority to do so, without his Kn.

Issue:

Whether or not the consent of the other partner way necessary to perfect the sale of the partnership properties.

Riling:

First, Goquilay is stopped from asserting that upon the death of Tan Sin, his management of partnership affairs had
also been terminated.

He was stopped in the same that after the death of Tan Sin, the partnership affairs from 1945 to 1949. It is only
when the sale with the defendant that the authority of the widow was questioned.

It is a well settled rule that third persons. Are not bound in entering into a contract with any of the two partners,
the ascertain whether or not his partner with whom the transaction is made has the consent of the other partner.
The public need not make inquiries as to the agreement had between the partners. Its knowledge has enough that
it is contracting with the partnership which is represented by one of the managing partners.

Business Organization

Singson vs. Isabela Sawmill

Fernadez, J

Facts:

Isabela Sawmill was formed by partners Saldajeno, Lon and Timoteo. Withdraw from the partnership and after
dissolution, L and T continued the business still under the name Isbel Sawmill. The partnership is indebted to
various creditors and that Sheriff sold the assets of Isabela Sawmill to s and was subsequently sold to a separate
company.

Issue:

Whether or not Isabela Sawmill ceased to be a partnership and that creditors could no longer demand payment.

Ruling:

On dissolution, the partnership is not terminated but continues until the winding up of the business. It does not
appear that the withdrawal of S from the partnership was published in the newspapers. The Apelles and the public
had a right to expect the public had a right to expect that whatever credit they extended to L & T doing business. In
the name of the partnership could be enforced against the partnership of said partnership. The judicial foreclosure
of the chattel mortrage executed in the favor of S did not relieve her from liability to the creditors of the
partnership.

It may be presumed S acted in good faith, the Apelles also acted in good faith in extending credit to they
partnership. Where one of the two innocent persons must suffer, that persons must suffer, that person who gave
occasion for the damages to be caused must bear the consequences.

Tocao vs. CA and Nenita Anay 365 SCRA 463

G.R 127405 October 4, 2000

Ynares-Santiago, J:
Facts:

Respondent met the petitioner through Belo. Petitioner Tacao conveyed her desire to enter into a joint venture
with her and Anay is to be the marketing head of local distribution of kitchen wares, the former to finance the
business. Anay was made to receive commissions based on her performance, as verbally agreed upon by her and
Belo, the latter acting as the guarantor of Geminesse enterprise.

In 1887, Belo signed a memorandum granting 37% commission to Anay for her business transaction. Two days after,
Anay discovered that she was in effect no longer the head of marketing and had been barred from holding office.

Issue:

Whether or not Anay was an employee or partner of Tocao and thus entitled to damages.

Ruling:

The RTC and CA found the partnership between petitioners and private respondent exists based on the facts
presented. This amount be determined by S.C

To be considered as a judicial personality, a partnership must fulfill these requisites: 1) two or more persons bind
themselves to contribute money, property or industry to a common fund; (2) intention on the part of the partners
to divide profits among themes selves. Where no immovable le property in involved, an oral agreement will suffice
to create partnership. Thus, a subject he to action for damages because by the mutual agency that arises in a
partnership, the doctrine of delectus personae allows the partners to have the power although not necessarily the
right to dissolve the partnership.

In 2001, SC issued a resolution, modifying its decision regarding as a partner to firm because he merely
acted as a guarantor. As for the award of damages to Anay, the decision was sustained.

Primelink v Lopez
(G.R. No. 167379 June 27, 2006)
FACTS:
Primelink Properties and Development Corporation (Primelink for brevity) isa domestic corporation engaged in real
estate development. Rafaelito W. Lopez isits President and Chief Executive Officer.3Ma. Clara T. Lazati n- Magat
and her b rothe rs, are co-owners of two (2) ad join ing parcels of landlocated in Tagaytay City and covered
by Transfer Certificate of Title(TCT) No. T-108484 of the Register of Deeds of Tagaytay
City.O n M a r c h 1 0 , 1 9 9 4 , t h e L a z a ti n s a n d
Primelink, represented by Lopez, in hiscapacity as President, entered into a Joi
n t V e n t u r e A g r e e m e n t 5 ( J V A ) f o r t h e development of the aforem enti oned prope rty into
a re sidenti al subdivision to bekn own as "Tagaytay Garden Villas." Under the J VA , the Lazati n
siblings obliged themselves to contribute the two parcels of land as their share in the joint
venture.F o r i t s p a r t , P r i m e l i n k u n d e r t o o k t o c o n t r i b u t e m o n e y , l
a b o r , p e r s o n n e l , m a c h i n e r i e s , e q u i p m e n t , c o n t r a c t o r s p o o l , m a r k e ti n g a c ti
v i ti e s , m a n a g e r i a l expertise and other needed resources to develop the property and construct thereinthe
units for sale to the public.In a Lett er1 3 dated April 10 , 1997 , the Lazati ns, through co unse l,
dem anded
that P r i m e l i n k c o m p l y w i t h i t s o b l i g a ti o n s u n d e r t h e J V A , o t h e r w i s e t h e a p p r o p r i
a t e acti on would be fi led again st it to pro te ct their rights and intere st s. This impe lled the
officers of Primelink to meet with the Lazatins and enabled the latter to
reviewi t s b u s i n e s s r e c o r d s / p a p e r s . I n a n o t h e r L e tt e r 1 4 d a t e d O c t o b e r 2 2 , 1 9 9 7 , t
h e Lazatins informed Primelink that they had decided to rescind the JVA effective uponits receipt of the said letter.
The Lazatins demanded that Primelink cease and desistfrom further developing the property. Tr ial court
rende re d a decision rescindin g the Joint Venture Agre ement exe cu tedb et we en the plainti ff s
and the defendant s; imm ediate ly re storin g to the plainti ff sp osse ssion of the sub ject parcels
of land; ord erin g the defendants to rende r an accounting of all income generated as well as expenses
incurred and disbursementm ade in co nnecti on with the pro je ct. CA affi r med trial cour t s de cision
ru lingthat , under Philippine law, a joint venture is a form of partnership and is to be governedby the laws
of partnership.
ISSUE:
WON trial court erred in rescinding the JVA between the parties
HELD:
SC affirmed appellate courts decision.Rati o De cidend i: As a gene ral ru le, the relati on of the par ti e s
in joint ventu re s
isg o v e r n e d b y t h e i r a g r e e m e n t . W h e n t h e a g r e e m e n t i s s i l e n t o n a n y p a r ti c u l a r IS
SUE, the general principles of partnership may be resorted to. The legal conceptof a joint ventu re is of
com mon law origin . It has no precise le gal defi n iti on, but it has been generally understood to mean
an organization formed for some temporary
purpose. It is, in fact, hardly distinguishable from the partnership, since elementsare sim ilar com munity of
inte re st in the bu sine ss, sh ar ing of profi t s and lo sses, a n d a m u t u a l r i g h t o f c o n t r o l . T h e
m a i n d i s ti n c ti o n c i t e d b y m o s t o p i n i o n s i n common law jurisdictions is that the partnership
contemplates a general businesswith some degree of continuity, while the joint venture is formed for the
executionof a sin gle tran sacti on, and is thu s of a te mpo rar y natu re . this obser vati on is
not entirely accurate in this jurisdiction, since under the Civil Code, a partnership maybe parti cu lar or
unive rsal, and a par ti cular partne rsh ip m ay have fo r it s ob ject aspec ifi c
under taking. It would see m the refo re that , under Philippine law, a jo int v e n t u r e i s
a f o r m o f p a r t n e r s h i p a n d s h o u l d t h u s b e g o v e r n e d b y t h e l a w s o f partne rsh ip.
The Suprem e Court has, h oweve r, recognized a disti n cti on b etween these two business forms, and
has HELD that although a corporation cannot enterinto a partnership contract, it may, however, engage in a joint
venture with
others.W h e n t h e R T C r e s c i n d e d t h e J V A o n c o m p l a i n t o f r e s p o n d e n t s b a s
e d o n t h e evidence on record that petitioners willfully and persistently committed a breach
of t h e J V A , t h e c o u r t t h e r e b y d i s s o l v e d / c a n c e l l e d t h e p a r t n e r s h i p . 5 4
W i t h t h e rescission of the JVA on account of petitioners fraudulent acts, all authority of anypartner to act for
the partnership is terminated except so far as may be necessaryto wind up the partn ership aff airs or to
comp lete t ran sacti on s be gun but not yet finished.55 On dissolution, the partnership is not terminated but
continues until
thew i n d i n g u p o f p a r t n e r s h i p a f f a i r s i s c o m p l e t e d . 5 6 W i n d i n g
u p m e a n s t h e ad minist rati on of the assets of the partnership for the purpose of
ter min ati n g the business and discharging the obligations of the partnership

MARJORIE TOCAO and WILLIAM T. BELO,

petitioners, vs.
COURT OF APPEALSand NENITA A. ANAY,
respondent.
R E SO L UT IO N
The inherent powers of a Court to amend and control its processes and orders so asto make them
confo rm able to law and ju sti ce in cludes the r ight to reverse it self, e s p e c i a l l y w h e n i n i t s
h o n e s t o p i n i o n i t h a s c o m m i tt e d a n e r r o r o r m i s t a k e i n judgment, and that to adhere to its
decision will cause injustice to a party litigant.1On November 14, 2001, petitioners Marjorie Tocao and William T.
Belo filed a Motionfor Reconsideration of our Decision dated October 4, 2000. They maintain that
therew a s n o p a r t n e r s h i p b e t w e e n p e ti ti o n e r B e l o , o n t h e o n e h a n d , a n d r e s p o n d e
n t Nenita A. Anay, on the other hand; and that the latter being merely an employee of petitioner Tocao.Aft e r a
carefu l review of the eviden ce presented, we are co nvinced that,
inde ed, p e ti ti o n e r B e l o a c t e d m e r e l y a s g u a r a n t o r o f G e m i n e s s e E n t e r p r i s e . T h i s
w a s categorically affirmed by respondent's own witness, Elizabeth Bantilan, during hercross-examination.
Furthermore, Bantilan testified that it was Peter Lo who was thecompany's financier.
Thus:Q - You mentioned a while ago the name William Belo. Now, what is the role of William Belo with Geminesse
Enterprise?A - William Belo is the friend of Marjorie Tocao and he was the guarantor of thecompany.Q - What do yo
u mean by guarantor?A - He guarantees the stocks that she owes somebody who is Peter Lo and heacts as
guarantor for us. We can borrow money from him.Q - You mentioned a certain Peter Lo. Who is this Peter Lo?
A - Peter Lo is based in Singapore.Q - What is the role of Peter Lo in the Geminesse Enterprise?A - He is the one fixi
ng our orders that open the L/C.
Q - You mean Peter Lo is the financier?A - Yes, he is the financier.Q - And the defendant William Be lo is
me re l y the gu ar antor of Gemin esseEnterprise, am I correct?A - Yes, sir2 The fore go ing was neithe r
refu ted nor cont radicted by resp ondent's eviden ce . It should be recalled that the business relationship
created between petitioner Tocaoand respondent Anay was an infor mal partnership , which was not
even recorded with the Securities and Exchange Commission. As such, it was understandable
thatB e l o , w h o w a s a ft e r a l l p e ti ti o n e r To c a o ' s g o o d f r i e n d a n d c o n fi d a n t e , w o u l d
occasionally participate in the affairs of the business, although never in a formal oroffi cial capacit y.3 Again ,
respondent 's witne ss, Elizabeth Banti lan , confi rmed
that p e t i ti o n e r B e l o ' s p r e s e n c e i n G e m i n e s s e E n t e r p r i s e ' s m e e ti n g s w a s m e r e l y a
s guarantor of the company and to help petitioner Tocao.4Furthermore, no evidence was presented to show that
petitioner Belo
participatedi n t h e p r o fi t s o f t h e b u s i n e s s e n t e r p r i s e . R e s p o n d e n t h e r s e l f p r o f e s s e d
l a c k o f k n o w l e d g e t h a t p e ti ti o n e r B e l o r e c e i v e d a n y s h a r e i n t h e n e t i
n c o m e o f t h e partnership.5 On the other hand, petitioner Tocao declared that petitioner Belo
wasn o t e n ti t l e d t o a n y s h a r e i n t h e p r o f i t s o f G e m i n e s s e E n t e r p r i s e . 6
W i t h n o parti cip ati on in the profi ts, peti ti one r Belo cannot be dee med a partne r since
the essence of a partnership is that the partners share in the profits and
losses.7C o n s e q u e n t l y , i n a s m u c h a s p e ti ti o n e r B e l o w a s n o t a p a r t n e r i n
G e m i n e s s e Enterprise, respondent had no cause of action against him and her c
o m p l a i n t against him should accordingly be dismissed.As re gards the award of damage s, peti ti oners
argue that resp ondent should
be d e e m e d i n b a d f a i t h f o r f a i l i n g t o a c c o u n t f o r s t o c k s o f G e m i n e s s e E n t e r p r i s e
amounting to P208,250.00 and that, accordingly, her claim for damages should
beb a r r e d t o t h a t e x t e n t . W e d o n o t a g r e e . G i v e n t h e c i r c u m s t a n c e s s u r r o u n d i n g p
r ivate re spond ent's sudden ou ste r from the partnership by p eti ti on er Tocao, her act of
withholding whatever stocks were in her possession and control was justified,if only to se rve as se cur ity fo r
her claims again st the partne rsh ip. However, wh ile we do not agree that the same renders private
respondent in bad faith and shouldbar her claim for dam ages, we fi nd that the said sum of
P208 ,250 .00 shou ld be deducted from whatever amount is finally adjudged in her favor on the basis of
theformal account of the partnership affairs to be submitted to the Regional Trial Court. WHEREFORE, based on the
foregoing, the Motion for Reconsideration of petitionersis PARTIALLY GRANT ED. The Region al Tr ial Court
of Makati is hereby o rde re d toD ISM ISS the com plaint, docketed as Civil Case No. 88-509 , as
again st peti ti oner William T. Be lo only. The su m of P20 8,25 0.0 0 sh all be dedu cted fro m
whatever amount petitioner Marjorie Tocao shall be HELD liable to pay respondent after thenormal accounting of
the partnership affairs.

Benjamin Yu v. National Labor Relations Commission & Jade Mountain ProductsCo. Ltd., Willy Co, Rhodora Bendal,
Lea Bendal, Chiu Shian Jeng and Chen Ho-Fu
G.R. No. 97212 June 30, 1993
Feliciano, J.
Facts:

Yu ex-Assistant General Manager of the marble quarrying and export business operatedby a registered
partnership called Jade Mountain Products Co. Ltd.

partnership was originally organized with Bendals as general partners and Chin Shian Jeng,Chen Ho-Fu and
Yu Chang as limited partners; partnership business consisted of exploitinga marble deposit in Bulacan

Yu , as A ssistant Gen eral Man ager, had a month ly salar y of 4000 . Yu, howeve r,
actuallyr e c e i v e d o n l y h a l f o f h i s s ti p u l a t e d s a l a r y , s i n c e h e h a d a c c e p t e d t h e
p r o m i s e o f t h e partne rs that the balan ce wo uld be paid when the fi rm sh all have se cured
add iti onalope rati n g funds from abro ad. Yu actually man aged the ope rati on s and fi nances of
the business; he had overall supervision of the workers at the marble quarry in Bulacan andtook charge of the
preparation of papers relating to the exportation of the firms products.

general partners Bendals sold and transferred their interests in the partnership to Co andEmmanuel Zapanta

partnership was co nsti tuted sole ly by Co and Zapanta; it co nti nu ed to u se the old fi r m name of
Jade Mountain

Yu dismissed by the new partners

Issues:
1. WON the
p a r t n e r s h i p w h i c h h a d h i r e d Y u a s A s s t . G e n . M a n a g e r h a d b e e n extinguished and
replaced by a new partnership composed of Co and Zapanta; 2. if indeed anew partnership had come into
existence, WON Yu could nonetheless assert his rights underhis employment contract with the old partnership as
against the new partnership
Held:
1. Yes. Changes in the membership of the partnership resulted in the dissolution of the old partnership which had
hired Yu and the emergence of a new partnership composedof Co and Zapanta.

Legal bases:

A r t . 1 8 2 8 . T h e d i s s o l u ti o n o f a p a r t n e r s h i p i s t h e c h a n g e i n
t h e r e l a ti o n o f t h e p a r t n e r s c a u s e d b y a n y p a r t n e r c e a s i n g t o b e a s
s o c i a t e d i n t h e c a r r y i n g o n a s distinguished from the winding up of the business.

Art. 1830. Dissolution is caused:(1) without violation of the agreement between the partners;(b) by the express will
of any partner, who must act in good faith, when no definite termor particular undertaking is specified;(2)
in contravention of the agreement between the partners, where the circumstances donot permit a dissolution
under any other provision of this article, by the express will of anypartner at any time;

N o w i n d i n g u p o f a ff a i r s i n t h i s c a s e a s c o n t e m p l a t e d
i n A r t . 1 8 2 9 : o n d i s s o l u ti o n t h e partnership is not terminated, but continues until the winding up of
partnership affairs iscompleted

the new partnership simply took over the business enterprise owned
b y t h e o l d p a r t n e r s h i p , a n d c o n ti n u e d u s i n g t h e o l d n a m e o f J a d e M o u n t a i n P r
o d u c t s C o m p a n y Limited, without winding up the business affairs of the old partnership, paying off its
debts,liquidating and distributing its net assets, and then re-assembling the said assets or mostof them and
opening a new business enterprise

2. Yes. the new partnership is liable for the debts of the old partnership

Legal basis: Art. 1840 (see codal)

Yu is entitled to enforce his claim for unpaid salaries, as well as other claims relating to hisemployment with the
previous partnership, against the new partnership

But Yu is not entitled to reinstatement. Reason: new partnership was entitled to appointand hire a new gen. or
asst . gen . m anager to run the aff airs of the busin ess ente rprise take over. An asst. gen. manager
belongs to the most senior ranks of management and anew partnership is entitled to appoint a top manager of
its own choice and confidence. Thenon-retention of Yu did not constitute unlawful termination.

The new partne rsh ip had itsown new Gene ral Manage r, Co, the prin cip al new owne r him se lf.
Yu s old positi on thus became superfluous or redundant.

Yu is entitled to separation pay at the rate of one months pay for each year of service thathe had rendered to the
old partnership, a fraction of at least 6 months being considered asa whole year.

EMNACE VS CAsdcds

Facts:
Petitioner Emilio Emnace, Vicente Tabanao and Jacinto Divinagraciawere partners in a business known as Ma. Nelma Fishing Industry. In1986, they
decided to dissolve their partnership and executed anagreement of partition and distribution of the partnership propertiesamong them, consequent
to Jacinto Divinagracia's withdrawal fromthe partnership. When petitioner failed to comply with the termsof the agreement and also on his promise
to turn over to Tabanao'sheirsthe deceased's 1/3 share in the total assets of the partnership,amounting to P30,000,000.00, respondents, Tabanao's
heirs, filed anaction for accounting, payment of shares, division of assetsanddamages against petitioner.Petitioner filed a motion to dismissthe
complaint and argued thatthe trial court did not acquire jurisdiction over the action becausethe prescribed docket fee was not paid consideringthe
huge amountinvolved in the claim. The trial court, however, noted that a requestfor accounting was made in order that the exact value of
thepartnership may be ascertained and, thus, the correct docket feemay be paid. Petitioner questioned the order of dismissal through apetition for
certiorari before the Court of Appeals. The appellatecourt rendered the assailed decision dismissing the petition forcertiorari, upon a finding that no
grave abuse of discretionamountingto lack or excess of jurisdiction was committed by thetrial court in issuing the questioned ordersdenying
petitioner'smotions to dismiss. Hence, the present petition.
Issue:
Whether or not the court had jurisdiction over the case in absenceof respondent'spayment of docket fees.
Ruling:
The instant petition is dismissed and the SC remanded the case tothe court of origin.According to the Court, the trial court doesnot have to
employguesswork in ascertaining the estimated value of the partnership'sassets, for respondents themselves voluntarily pegged the worththereof at
Thirty Million Pesos (P30,000,000.00). Hence, this case isone which is really not beyond pecuniary estimation, but ratherpartakes of the nature of a
simple collection case where the value of the subject assets or amount demanded is pecuniarily determinable.While it is true that the exact value of
the partnership'stotal assetscannot be shown with certainty at the time of filing, respondents canand must ascertain, through informed and practical
estimation, theamount they expect to collect from the partnership, particularlyfrom petitioner, in order to determine the proper amount of
docketand other fees. It isthus imperative for respondents to paythecorresponding docket fees in order that the trial court may acquire jurisdiction
over the action.In PilipinasShell Petroleum Corporation v. Court of Appeals, thisCourt pronounced that the above-quoted provision
"clearlycontemplates an initial payment of the filingfees corresponding tothe estimated amount of the claim subject to adjustment as to whatlater
may be proved." Moreover, we reiterated therein the principlethat the payment of filing feescannot be made contingent ordependent on the result
of the case. Thus, an initial payment of thedocket fees based on an estimated amount must be paidsimultaneous with the filing of the complaint.
Otherwise, the courtwould stand to lose the filing feesshould the judgment later turn outto be adverse to any claim of the respondent heirs.In order
to avoid tremendous lossesto the judiciary and to thegovernment as well, the payment of docket feescannot be made
dependent on the outcome of the case except when the claimant isa pauper litigant. Nowhere in the recordsdoes it appear thatrespondents are
litigating paupers, and assuch are exempted fromthe payment of court fees.

Applied to the instant case, respondentshave a specific claim 1/3of the value of all the partnership assets but they did not allege aspecific amount.
They did, however, estimate the partnership'stotalassets to be worth Thirty Million Pesos (P30,000,000.00), in a letteraddressed to petitioner.
Respondentscannot claim that theyareunable to make an estimate and avoid paying the initial docket feesby conveniently omitting the said amount
in their amendedcomplaint. The estimated partnership's total assets can be made thebasis for the initial docket feesthat respondents should pay.
Even if it were later established that the amount proved was less or morethan the amount alleged or estimated, Rule 141, Section 5(a) of theRules of
Court specifically provides that the court may refund theexcess or exact additional feesshould the initial payment beinsufficient.Accordingly, the trial
court was ordered to determinethe proper docket fee based on the estimated amount thatrespondents seek to collect from petitioner, and direct
them to paythe same within a reasonable time, provided the applicableprescriptive or reglementary period hasnot yet expired. The otherissues
pointed out by petitioner were likewise dismissed for lack of merit.Based on the foregoing, the trial court erred in not dismissing thecomplaint
outright despite their failure to pay the proper docketfees. Nevertheless, as in other procedural rules, it maybe liberallyconstrued in certain cases if only
to secure a just and speedydisposition of an action. While the rule isthat the payment of thedocket fee in the proper amount should be adhered to,
there arecertain exceptions which must be strictly construed. In recentrulings, this Court hasrelaxed the strict adherence to theManchester doctrine,
allowing the plaintiffto pay the proper docketfees within a reasonable time before the expiration of the applicableprescriptive or reglementary period.
Accordingly, the trial court inthe case at bar should determine the proper docket fee based on theestimated amount that respondents seek to collect
from petitioner,and direct them to pay the same within a reasonable time, providedthe applicable prescriptive or reglementary period has not
yetexpired.Failure to comply therewith, and upon motion by petitioner,the immediate dismissal of the complaint shall issue on jurisdictionalgrounds.

Feu Leung vs Intermediate Appellate CourtFacts:The Sun WahPanciteria, a restaurant, located at Florentino Torres
Street, Sta. Cruz, Manila, wasestablished sometime in October, 1955. It was registered as a single proprietorship
and its licenses andpermits were issued to and in favor of petitioner Dan Fue Leung as the sole proprietor.
RespondentLeung Yiu adduced evidence during the trial of the case to show that Sun WahPanciteria was actually
apartnership and that he was one of the partners having contributed P4,000.00 to its initialestablishment.Issue:
whether or not the private respondent is a partner of the petitioner in the establishment of SunWahPanciteria.Held:
private respondent is a partner of the petitioner in Sun WahPanciteria. The requisites of a partnershipwhich are
1) two or more persons bind themselves to contribute money, property, or industry to acommon fund; and 2)
intention on the part of the partners to divide the profits among themselves havebeen established. As stated by
the respondent, a partner shares not only in profits but also in the lossesof the firm. If excellent relations exist
among the partners at the start of business and all the partnersare more interested in seeing the firm grow rather
than get immediate returns, a deferment of sharingin the profits is perfectly plausible. It would be incorrect to state
that if a partner does not assert hisrights anytime within ten years from the start of operations, such rights are
irretrievably lost. Theprivate respondent's cause of action is premised upon the failure of the petitioner to give
him theagreed profits in the operation of Sun WahPanciteria. In effect the private respondent was asking for
anaccounting of his interests in the partnership

ANTONIO C. GOQUIOLAY, ET AL.

vs.
WASHINGTON Z. SYCIP, ET AL.
G.R. No. L-11840, December 10, 1963REYES, J.B.L.,
J.
FACTS:Tan Sin An and Antonio Goquiolay enteredinto a general commercial partnership which was tolast for
10years for the purpose of dealing in realestate. The agreement lodged upon Tan Sin An thesolemanagement of the
partnership affairs and hisco partner, Goquiolay, has no voice or participationinthe management of the affairs of
the co partnership. They further agreed upon that in the event of thedeath of any of the partners at any
timebefore the expiration of the term, the co partnership shall notbe dissolved but will have to becontinued and
the deceased partner shall berepresented by his heirs orassigns in the said co partnership. A general power of
attorney (GPA) was executed by Goquiolay infavor of Tan Sin An whichincluded buy, sell, alienate and convey
properties ofthe partnership as well asobtain loans as he maydeem advisable for the best interest of the co
partnership. With the authority of the GPA, thepartnership through Tan Sin An purchased 3 parcelsof land which
was mortgaged to LaUrbana Sociedadand another 46 parcels of land which whichwerepurchased by Tan Sin An in
hisindividual capacity,and assumed mortgaged debt thereon. The downpaymentfor the 46 parcels of landwas
advanced by Yutivo and Co. The two separate obligations were consolidated in aninstrumentexecuted by the
partnership and Tan Sin An,whereby the entire 49 lots were mortgaged infavorof the BancoHipotecario de Filipinas
(as successor toLa Urbana). Repeated demandsforpaymentwere made by BancoHipotecario on thepartnership and
on Tan Sin An which was initiallypaid by Yutivoand Co. and Sing Yee Cuan and Co.The mortgage waseventually
cancelled. Now Yutivo and Sing Yee
CuanCompany filed their claims in the intestateproceedings of Tan Sin An. Kong Chai Pin filed apetitionwith the
probate court for authority to sell allthe 49 parcels of land to Washington Sycip and BettyLeefor the purpose
primarily of settling the aforesaiddebts of her husband and the partnership. The courtordered the execution of
deed of sale in favor of Sycip and Lee in consideration of P37,000.00 andassuming payment of the claims filed by
Yutivo&Co.and Sing Yee Co. Later, Sycip and Lee executedinfavor of the Insular Devt. Co. a deed
of transfercovering said 49 parcels of land.Upon learning the sale,the surviving partner Goquiolay filed a petition to
set aside thedecision of the probate court and annulthe sale ofthe parcels of land by Kong Chai Pin in favor of
Sycipand Lee and their subsequent conveyancein favor ofInsularDevt. Co. in so far as the 3 lots owned by
thepartnership is concerned. Kong Chai Pinaverred thevalidity of the sale as successor partner, in lieu of thelate Tan
Sin An. The complaint wasdismissed by thelower court and appeal was directly taken to the SCbyGoquiolay.

ISSUE:1.Whether or not Kong Chai Pin acquired the managerialrights of her late husband Tan Sin An2. Whether or
not there was a valid sale of property to Sycip andLeeHELD:1. The right of exclusive managementconferred upon
Tan Sin An, being premised upontrust andconfidence, was a mere personal right thatterminated upon Tans
demise. The provision in thearticles of partnership stating that the deceasedpartner shall be represented by his
heirs could nothave referred tothe managerial rights given to TanSin An but it more appropriately relates to
thesuccession in thepropriety interest of each partner(heir becomes limited partner only).

2. However, consonant with the articles of co partnership providing for the continuation of
thefirmnotwithstanding the death of one of the partners, theheir of the deceased, by never repudiatingorrefusing
to be bound under said provision, becameindividual partner with Goquiolay upon Tansdemise.By allowing Kong
Chai Pin to retain control of thepartnership properties from 1942 to 1949,Goquiolayis estopped from denying her
legal representation ofthe partnership, with the power to bind itwith propercontracts. By authorizing the widow of
the managingpartner to manage partnershipproperty (which alimited partner could not be authorized to do),
theother general partner recognizedher as a generalpartner, and is now in estoppel to deny her positionas a
general partner, with authorityto administerand alienate partnership property.

DOMINGO BEARNEZA,
plaintiff-appelle,vs.
BALBINO DEQUILLA,
defendant-appellant.Facts:
-
In the year 1903, Balbino Dequilla, the herein defendant, and Perpetua Bearneza formed apartnership for
the purpose of exploiting a fish pond with Perpetua obligating herself to contributeto the payment of the expenses
of the business, which obligation she made good, and bothagreeing to divide the profits between themselves,
which they had been doing until the death of the said Perpetua in the year 1912-The de ce ased left a will in one of
the clauses of which she app ointed Domin go Bearn ez, the he rein plaintiff, as her heir to succeed to
all her rights and interests in the fish pond in question-Domin go Bearnez then insti tuted an acti on to
recove r a part of the fi sh pond belon gin g to the decedent, including of the profits received by the
defendant from the years 1913-1919
-
The defendant alleges that "the formation of the supposed partnership between the plaintiff andthe defendant for
the exploitation of the aforesaid fish pond was not carried into effect, on accountof the plaintiff having refused to
defray the expenses of reconstruction and exploitation of said fishpond." and further averred that the right of
the plaintiff had already prescribed
-
Judgment was then rendered declaring the plaintiff owner of one-half of the fish pond but withoutmay awardinghim
any damages- F r o m t h i s j u d g m e n t t h e d e f e n d a n t a p p e a l s Issue/Held:
-
W/N the plaintiff has any right to maintain an action for recovery of the said one-half of the fishpond / NONERatio:
-
The partnership formed was a particular partnership, it having had for its subject-matter a specifiedthing, the
exploitation of the aforementioned fish pond-Althou gh, as the tr ial court says in its decision, the
defendant , in his lett ers to Perp etua or her husband, makes reference to the fish pond, calling it "our," or
"your fish pond," this referencecannot be held to include the land on which the said fish pond was built-It has
not been proven that Bearneza par ti cip ated in the own ership of the said land
o
Therefore, the land on which the fish pond was constructed did not constitute part of thesubject-matter of
the partnership
-
This partnership was dissolved by the death of Perpetua Bearneza
o
Neither can it be maintained that the partnership continued to exist after the death of Perpetua, inasmuch as
it does not appear that any stipulation to that effect has ever beenmade by her and the defendant-The
partnership havin g been disso lved by the death of Perp etua Be arn eza, it s su bsequent
le galstatus was that of a partnership in liquidation, and the only rights inherited by her testamentaryheir, the
herein plaintiff, were those resulting from the said liquidation in favor of the deceasedpartner, and nothing more
Befo re this liqu idati on is made , which up to the p re sent has not been eff e cted , it is
impossib le to determine what rights or interests, if any, the deceased had, the partnership bond having
beendissolved-The re is no suffi cient ground for hold ing that a co mmun ity of p ropert y existe d
bet ween the plainti ff and the defendant, it not being known whether the deceased still had any interest in
thepartnership property which could have been transmitted by will to the plaintiff
-
Furthermore, it cannot be said that the partnership continued between the plaintiff and thedefendant. It is true
that the latter's act in requiring the heirs of Perpetua to contribute to thepayment of the expenses of exploitation
of the aforesaid fishing industry was an attempt tocontinue the partnership, but it is also true that neither the said
heirs collectively, nor the plaintiff individually, took any action in response to that requirement, nor made any
promise to that effect,and therefore no new contract of partnership existed-
The decision is hereby REVERSED.