Beruflich Dokumente
Kultur Dokumente
*
G.R. No. 127405. October 4, 2000.
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* FIRST DIVISION.
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YNARES-SANTIAGO, J.:
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3 Exh. VV.
4 Exh. WW.
5 Exh. CC.
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plained to her that said commission was apart from her ten
percent (10%) share in the profits. On October 9, 1987,6
Anay learned that Marjorie Tocao had signed a letter
addressed to the Cubao sales office to the effect that she
was no longer the vice-president of Geminesse Enterprise.
The following day, October 10, she received a note from
Lina T. Cruz, marketing manager, that Marjorie Tocao had
barred her from holding office and conducting 7
demonstrations in both Makati and Cubao offices. Anay
attempted to contact Belo. She wrote him twice to demand
her overriding commission for the period of January 8,
1988 to February 5, 1988 and the audit of the company to
determine her share in the net profits. When her letters
were not answered, Anay consulted her lawyer, who, in
turn, wrote Belo a letter. Still, that letter was not
answered.
Anay still received her five percent (5%) overriding
commission up to December 1987. The following year, 1988,
she did not receive the same commission although the
company netted a gross sales of P13,300,360.00.
On April 5, 1988, Nenita A. Anay filed Civil Case
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No. 88-
509, a complaint for sum of money with damages against
Marjorie D. Tocao and William Belo before the Regional
Trial Court of Makati, Branch 140.
In her complaint, Anay prayed that defendants be
ordered to pay her, jointly and severally, the following: (1)
P32,000.00 as unpaid overriding commission from January
8, 1988 to February 5, 1988; (2) P100,000.00 as moral
damages; and (3) P100,000.00 as exemplary damages. The
plaintiff also prayed for an audit of the finances of
Geminesse Enterprise from the inception of its business
operation until she was illegally dismissed to determine
her ten percent (10%) share in the net profits. She further
prayed that she be paid the five percent (5%) overriding
commission on the remaining 150 West Bend cookware
sets before her dismissal.
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In their answer, Marjorie Tocao and Belo asserted that
the alleged agreement with Anay that was neither
reduced in writ-
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6 Exh. JJ.
7 Exh. HH.
8 Rollo, pp. 67-73.
9 Rollo, pp. 79-82.
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10 Record, p. 71.
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SO ORDERED.
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Petitioners appeal to the Court of Appeals was dismissed,
but the amount of damages awarded by the trial court were
reduced to P50,000.00 for moral damages and P50,000.00
as exemplary damages. Their Motion for Reconsideration 12
was denied by the Court of Appends for lack of merit.
Petitioners Belo and Marjorie Tocao are now before this
Court on a petition for review on certiorari, asserting that
there was no business partnership between them and
herein private respondent Nenita A. Anay who is,
therefore, not entitled to the damages awarded to her by
the Court of Appeals.
Petitioners Tocao and Belo contend that the Court of
Appeals erroneously held that a partnership existed
between them and private respondent Anay because
Geminesse Enterprise came into being exactly a year
before the alleged partnership was formed, and that it
was very unlikely that petitioner Belo would invest the
sum of P2,500,000.00 with petitioner Tocao contributing
nothing, without any memorandum
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whatsoever regarding
the alleged partnership.
The issue of whether or not a partnership exists is a
factual matter which are within the exclusive domain of
both the trial and appellate courts. This Court cannot set
aside factual findings of such courts absent any showing
that there is no evidence
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to support the conclusion drawn
by the court a quo, In this case, both the trial court and
the Court of Appeals are one in ruling that petitioners and
private respondent established a business partnership.
This Court finds no reason to rule otherwise.
To be considered a juridical personality, a partnership
must fulfill these requisites: (1) two or more persons bind
themselves to contribute money, property or industry to a
common fund; and (2) intention on the part of 15
the partners
to divide the profits among themselves. It may be
constituted in any form; a public instru-
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16 Civil Code, Art. 1771; Agad v. Mabato, 132 Phil. 634, 636; 23 SCRA
1223 (1968).
17 Civil Code, Art. 1772. Every contract of partnership having a capital
of three thousand pesos or more, in money or property, shall appear in a
public instrument, which must be recorded in the Office of the Securities
and Exchange Commission.
Failure to comply with the requirements of the preceding paragraph
shall not affect the liability of the partnership and the members thereof to
third persons.
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34 SUPREME COURT REPORTS ANNOTATED
Tocao vs. Court of Appeals
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Q: So, in short you are saying that this you have shared
together, I mean having gotten from the company
P21,140.50 is your way of indicating that you were
treating her as an equal?
A: As an equal.
Q: As an equal, I see. You were treating her as an equal?
A: Yes, sir.
Q: Iam calling again your attention to Exh. Y Overrides
Makati the other one is
A: That is the same thing, sir.
Q: With ending August 21, words and figure Overrides
Marjorie Ann Tocao P15,314.25 the amount there you
will acknowledge you have received that?
A: Yes, sir.
Q: Again in concept of commission, representation,
promotion, etc.?
A: Yes, sir.
Q: Okey. Below your name is the name of Nita Anay
P15,314.25 that is also an indication that she received
the same amount?
A: Yes, sir.
Q: And, as in your previous statement it is not by
coincidence that these two (2) are the same?
A: No, sir.
Q: It is again in concept of you treating Miss Anay as your
equal?
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A: Yes, sir. (Italics supplied.)
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33 Exh. 5.
34 Exh. 5-A.
35 TSN, November 12, 1991, p. 42.
36 Petition, p. 10; Rollo, p. 18.
37 296 SCRA 194, 206 (1998).
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43 Exh. 7.
44 Singsong v. Isabela Sawmill, 88 SCRA 623 (1979).
45 Air France v. Carrascoso, 124 Phil. 722, 742; 18 SCRA 155 (1966).
46 Prudencio v. Alliance Transport System, Inc., 148 SCRA 440, 447
(1987).
47 Ibid., Philippine Airlines, Inc. v. Court of Appeals, 226 SCRA 423,
425 (1993).
48 Civil Code, Art. 2229.
49 Civil Code, Art. 2208 (1) & (5).
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SO ORDERED.
o0o