DOCTRINE: A PARTNERSHIP MAY BE CONSTITUTED IN ANY FORM,

EXCEPT WHERE IMMOVABLE PROPERTY OR REAL RIGHTS ARE

CONTRIBUTED THERETO, IN WHICH CASE A PUBLIC INSTRUMENT
SHALL BE NECESSARY. A CONTRACT OF PARTNERSHIP IS VOID,
WHENEVER IMMOVABLE PROPERTY IS CONTRIBUTED THERETO, IF
INVENTORY OF SAID PROPERTY IS NOT MADE, SIGNED BY THE
PARTIES, AND ATTACHED TO THE PUBLIC INSTRUMENT.

DOCTRINE: COURTS MAY NOT EXTRICATE PARTIES FROM THE

NECESSARY CONSEQUENCES OF THEIR ACTS. THAT THE TERMS
OF A CONTRACT TURN OUT TO BE FINANCIALLY
DISADVANTAGEOUS TO THEM WILL NOT RELIEVE THEM OF THEIR
OBLIGATIONS THEREIN. THE LACK OF AN INVENTORY OF REAL
PROPERTY WILL NOT IPSO FACTO RELEASE THE CONTRACTING
PARTNERS FROM THEIR RESPECTIVE OBLIGATIONS TO EACH OTHER
ARISING FROM ACTS EXECUTED IN ACCORDANCE WITH THEIR
AGREEMENT.

DOCTRINE: HENCE THE DISTINCTION MADE IN THE SECOND

PARAGRAPH OF THIS ARTICLE [IN THE PRESENT CASE 1666
BUT UNDER THE NCC 1770] OF THIS CODE, PROVIDING THAT THE
PROFITS OBTAINED BY UNLAWFUL MEANS SHALL NOT ENRICH THE
PARTNERS, BUT SHALL UPON THE DISSOLUTION OF THE
PARTNERSHIP, BE GIVEN TO THE CHARITABLE INSTITUTIONS OF
THE DOMICILE OF THE PARTNERSHIP, OR, IN DEFAULT OF
SUCH, TO THOSE OF THE PROVINCE.

THIS IS A NEW RULE, UNPRECEDENTED BY OUR LAW,

INTRODUCED TO SUPPLY AN OBVIOUS DEFICIENCY OF THE
FORMER LAW, WHICH DID NOT DESCRIBE THE PURPOSE TO
WHICH THOSE PROFITS DENIED THE PARTNERS WERE TO BE
APPLIED, NOR STATE WHAT TO BE DONE WITH THEM.THE
PROFITS ARE SO APPLIED, AND NOT THE CONTRIBUTIONS,
BECAUSE THIS WOULD BE AN EXCESSIVE AND UNJUST SANCTION
FOR, AS WE HAVE SEEN, THERE IS NO REASON, IN SUCH A
CASE, FOR DEPRIVING THE PARTNER OF THE PORTION OF THE
CAPITAL THAT HE CONTRIBUTED, THE CIRCUMSTANCES OF THE
TWO CASES BEING ENTIRELY DIFFERENT.
THE PROFITS OBTAINED BY UNLAWFUL MEANS SHALL NOT ENRICH
THE PARTNERS, BUT SHALL UPON THE DISSOLUTION OF THE
PARTNERSHIP, BE GIVEN TO THE CHARITABLE INSTITUTIONS OF
THE DOMICILE OF THE PARTNERSHIP, OR, IN DEFAULT OF
SUCH, TO THOSE OF THE PROVINCE.

THE FACT THAT SAID CONTRIBUTIONS ARE NOT INCLUDED IN

THE DISPOSAL PRESCRIBED PROFITS, SHOWS THAT IN
CONSEQUENCES OF SAID EXCLUSION, THE GENERAL LAW MUST
BE FOLLOWED, AND HENCE THE PARTNERS SHOULD REIMBURSE
THE AMOUNT OF THEIR RESPECTIVE CONTRIBUTIONS.

DOCTRINE: IT MAY BE CONSTITUTED IN ANY FORM; A PUBLIC

INSTRUMENT IS NECESSARY ONLY WHERE IMMOVABLE PROPERTY OR
REAL RIGHTS ARE CONTRIBUTED THERETO. THIS IMPLIES THAT
SINCE A CONTRACT OF PARTNERSHIP IS CONSENSUAL, AN ORAL
CONTRACT OF PARTNERSHIP IS AS GOOD AS A WRITTEN ONE.
WHERE NO IMMOVABLE PROPERTY OR REAL RIGHTS ARE INVOLVED,
WHAT MATTERS IS THAT THE PARTIES HAVE COMPLIED WITH
THE REQUISITES OF A PARTNERSHIP.

THERE WAS INDEED AN ORAL PARTNERSHIP AGREEMENT BETWEEN

THE PLAINTIFF AND THE DEFENDANTS, BASED ON THE
FOLLOWING:
(A) THERE WAS AN INTENTION TOCREATE A PARTNERSHIP;
(B) A COMMON FUND WAS ESTABLISHED THROUGH CONTRIBUTIONS
CONSISTING OF MONEY AND INDUSTRY, AND
(C) THERE WAS A JOINTINTEREST IN THE PROFITS.

ART. 1768. THE PARTNERSHIP HAS A JURIDICAL PERSONALITY

SEPARATE AND DISTINCT FROM THAT OF EACH OF THE
PARTNERS, EVEN IN CASE OF FAILURE TO COMPLYWITH THE
REQUIREMENTS OF ARTICLE 1772, FIRST PARAGRAPH.
DOCTRINE: A DEMAND FOR PERIODIC ACCOUNTING IS EVIDENCE OF A
PARTNERSHIP.

DOCTRINE: IN A PARTNERSHIP, THE MEMBERS BECOME CO-OWNERS

OF WHAT IS CONTRIBUTED TO THE FIRM CAPITAL AND OF ALL
PROPERTY THAT MAY BE ACQUIRED THEREBY AND THROUGH THE
EFFORTS OF THE MEMBERS. THE PROPERTY OR STOCK OF THE
PARTNERSHIP FORMS A COMMUNITY OF GOODS, A COMMON FUND,
IN WHICH EACH PARTY HAS A PROPRIETARY INTEREST. IN
FACT, THE NEW CIVIL CODE REGARDS A PARTNER AS A CO-
OWNER OF SPECIFIC PARTNERSHIP PROPERTY. EACH PARTNER
POSSESSES A JOINT INTEREST IN THE WHOLE OF PARTNERSHIP
PROPERTY. IF THE RELATION DOES NOT HAVE THIS FEATURE,
IT IS NOT ONE OF PARTNERSHIP. THIS ESSENTIAL ELEMENT,
THE COMMUNITY OF INTEREST, OR CO-OWNERSHIP OF, OR
JOINT INTEREST IN PARTNERSHIP PROPERTY IS ABSENT IN THE
RELATIONS BETWEEN PETITIONER AND PRIVATE RESPONDENT
PACFOR. XXX THE PARTIES IN THIS CASE, MERELY SHARED
PROFITS. THIS ALONE DOES NOT MAKE A PARTNERSHIP. BESIDES,
A CORPORATION CANNOT BECOME A MEMBER OF A PARTNERSHIP
IN THE ABSENCE OF EXPRESS AUTHORIZATION BY STATUTE OR
CHARTER. THIS DOCTRINE IS BASED ON THE FOLLOWING
CONSIDERATIONS:
(1) THAT THE MUTUAL AGENCY BETWEEN THE PARTNERS,
WHEREBY THE CORPORATION WOULD BE BOUND BY THE ACTS OF
PERSONS WHO ARE NOT ITS DULY APPOINTED AND AUTHORIZED
AGENTS AND OFFICERS, WOULD BE INCONSISTENT WITH THE
POLICY OF THE LAW THAT THE CORPORATION SHALL MANAGE
ITS OWN AFFAIRS SEPARATELY AND EXCLUSIVELY; AND,
(2) THAT SUCH AN ARRANGEMENT WOULD IMPROPERLY ALLOW
CORPORATE PROPERTY TO BECOME SUBJECT TO RISKS NOT
CONTEMPLATED BY THE STOCKHOLDERS WHEN THEY ORIGINALLY
INVESTED IN THE CORPORATION.

DOCTRINE: THE RULE IS THAT WHETHER THE PARTIES TO A

PARTICULAR CONTRACT HAVE THEREBY ESTABLISHED AMONG
THEMSELVES A JOINT VENTURE OR SOME OTHER RELATION
DEPENDS UPON THEIR ACTUAL INTENTION WHICH IS DETERMINED
IN ACCORDANCE WITH THE RULES GOVERNING THE
INTERPRETATION AND CONSTRUCTION OF CONTRACTS.
DOCTRINE: A PARTNERSHIP, THE EXISTENCE OF WHICH WAS
ONLY KNOWN TO THOSE WHO HAD AN INTEREST IN THE SAME,
BEING NO MUTUAL AGREEMENTS BETWEEN THE PARTNERS AND
WITHOUT A CORPORATE NAME INDICATING TO THE PUBLIC IN
SOME WAY THAT THERE WERE OTHER PEOPLE BESIDES THE ONE
WHO OSTENSIBLY MANAGED AND CONDUCTED THE BUSINESS, IS
EXACTLY THE ACCIDENTAL PARTNERSHIP OF CUENTAS EN
PARTICIPACION DEFINED IN ARTICLE 239 OF THE CODE OF
COMMERCE.

DOCTRINE: A JOINT VENTURE, INCLUDING A PARTNERSHIP,

PRESUPPOSES GENERALLY A OF STANDING BETWEEN THE JOINT
CO-VENTURERS OR PARTNERS, IN WHICH EACH PARTY HAS AN
EQUAL PROPRIETARY INTEREST IN THE CAPITAL OR PROPERTY
CONTRIBUTED AND WHERE EACH PARTY EXERCISES EQUAL RIGHTS
IN THE CONDUCT OF THE BUSINESS.