AURELIO K. LITONJUA v. EDUARDO K. LITONJUA, GR NOS.

166299-300, 2005-12-13
Facts:
Petitioner Aurelio K. Litonjua, Jr. (Aurelio) and herein respondent Eduardo K. Litonjua, Sr.
(Eduardo) are brothers. The legal dispute between them started when, on 2002, in the RTC
Aurelio filed a suit against his brother Eduardo and... respondent Robert T. Yang (Yang)
and several corporations for specific performance and accounting.
In his complaint Aurelio... alleged that, since 1973, he and Eduardo are into a joint
venture/partnership arrangement in the Odeon Theater business which had expanded thru
investment in Cineplex, Inc., LCM Theatrical Enterprises, Odeon Realty Corporation
(operator of Odeon I and II theatres), Avenue Realty, Inc., owner of lands and buildings,
among other corporations. Yang is described in the complaint as petitioner's and Eduardo's
partner in their Odeon Theater investment.
The same complaint also contained the following material averments:
It was then agreed upon between [Aurelio] and Eduardo that in consideration of [Aurelio's]
retaining his share in the remaining family businesses... and contributing his industry to the
continued operation of... these businesses, [Aurelio] will be given P1 Million or 10% equity
in all these businesses and those to be subsequently acquired by them whichever is
greater. . . .
In addition... the joint venture/partnership... had also acquired [various other assets], but
Eduardo caused to be registered in the names of other parties....
Sometime in 1992, the relations between [Aurelio] and Eduardo became sour so that
[Aurelio] requested for an accounting and liquidation of his share in the joint
venture/partnership [but these demands for complete accounting and liquidation were not
heeded].
What is worse, [Aurelio] has reasonable cause to believe that Eduardo and/or the corporate
defendants as well as Bobby [Yang], are transferring... various real properties of the
corporations belonging to the joint venture/partnership to other parties in fraud of
[Aurelio]. In consequence, [Aurelio] is therefore causing at this time the annotation on the
titles of these real properties' a notice of lis pendens
Eduardo and the corporate respondents, as defendants a quo, filed a joint ANSWER...
denying under oath the material allegations of the complaint, more particularly that portion...
depicting petitioner... and Eduardo as having entered into a contract of partnership.
For his part, Yang... moved to dismiss on the ground... that... as to him, petitioner has no
cause of action and the complaint does not state any.
Petitioner's demand... in the petitory portion of his complaint... is for delivery or payment to
him, as Eduardo's and Yang's partner, of his partnership/joint venture share, after an
accounting has been duly conducted of what he deems to be... partnership/joint venture
property.
Issue:
whether or not petitioner and respondent Eduardo are partners in the theatre, shipping and
realty business
Ruling:
The petition lacks merit.
Petitioner's demand... in the petitory portion of his complaint... is for delivery or payment to
him, as Eduardo's and Yang's partner, of his partnership/joint venture share, after an
accounting has been duly conducted of what he deems to be... partnership/joint venture
property.
A partnership exists when two or more persons agree to place their money, effects, labor,
and skill in lawful commerce or business, with the understanding that there shall be a
proportionate sharing of the profits and losses between them.
A contract of... partnership is defined by the Civil Code as one where two or more persons
bound themselves to contribute money, property, or industry to a common fund with the
intention of dividing the profits among themselves.
A joint venture, on the other hand, is... hardly distinguishable from, and may be likened to, a
partnership since their elements are similar, i.e., community of interests in the business and
sharing of profits and losses. Being a form of partnership, a joint venture is generally
governed by the law on... partnership.
Clearly,... a look at the legal provisions determinative of the existence, or defining the formal
requisites, of a partnership is indicated. Foremost of these are the following provisions of
the Civil Code:
Art. 1771. 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.
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 requirement of the preceding paragraph shall not affect the
liability of the partnership and the members thereof to third persons.
Art. 1773. A contract of partnership is void, whenever immovable property is contributed
thereto, if an inventory of said property is not made, signed by the parties, and attached to
the public instrument.
Annex "A-1", on its face, contains typewritten entries, personal in tone, but is unsigned and
undated. As an unsigned document, there can be no quibbling that Annex "A-1" does not
meet the public instrumentation requirements exacted under Article 1771... of the Civil
Code. Moreover, being unsigned and doubtless referring to a partnership involving more
than P3,000.00 in money or property, Annex "A-1" cannot be presented for notarization, let
alone registered with the Securities and Exchange Commission (SEC), as... called for under
the Article 1772 of the Code. And inasmuch as the inventory requirement under the
succeeding Article 1773 goes into the matter of validity when immovable property is
contributed to the partnership, the next logical point of inquiry turns on the nature of...
petitioner's contribution, if any, to the supposed partnership.
A partnership may be constituted in any form, save when immovable property or real rights
are... contributed thereto or when the partnership has a capital of at least P3,000.00, in
which case a public instrument shall be necessary.
And if only to stress what has repeatedly been articulated, an inventory to be signed by the
parties and attached to... the public instrument is also indispensable to the validity of the
partnership whenever immovable property is contributed to it.
Considering that the allegations in the complaint showed that [petitioner] contributed
immovable properties to the alleged partnership, the "Memorandum"... which purports to
establish the said "partnership/joint venture" is NOT a public... instrument and there was NO
inventory of the immovable property duly signed by the parties. As such, the said
"Memorandum" ... is null and void for purposes of establishing the existence of a valid
contract of partnership. Indeed, because of the failure to comply with the... essential
formalities of a valid contract, the purported "partnership/joint venture" is legally inexistent
and it produces no effect whatsoever. Necessarily, a void or legally inexistent contract
cannot be the source of any contractual or legal right. Accordingly, the... allegations in the
complaint, including the actionable document attached thereto, clearly demonstrates that
[petitioner] has NO valid contractual or legal right which could be violated by the [individual
respondents] herein. As a consequence, [petitioner's] complaint does
NOT state a valid cause of action because NOT all the essential elements of a cause of
action are present.

EUFEMIA EVANGELISTA v. COLLECTOR OF INTERNAL REVENUE, GR No. L-9996,

1957-10-15
Facts:
This is a petition, filed by Eufemia Evangelista
, Manuela Evangelista and Francisca Evangelista,... for review of a decision of the Court of
Tax Appeals,... hold that the petitioners are liable for the income tax, real estate dealer's tax
and the residence tax for the years 1945 to 1949... in the total amount of P6,878.34,... It
apears from the stipulation submitted by the parties:... petitioners borrowed from their father
the sum of P59,140.00 which amount together with their personal monies was used by
them for the purpose of buying real properties,... they appointed their brother Simeon
Evangelista to 'manage their properties with full power to lease; to collect and receive rents;
to issue receipts therefor; in default of such payment, to bring' suits against the defaulting...
tenant; to sign all letters, contracts, etc., for and in their behalf, and to endorse and deposit
all notes and checks for them;... after having bought the above-mentioned real properties,
the petitioners had the same rented or leased to various tenants... respondent Collector of
Internal Revenue demanded the payment, of income tax... letter of demand and the
corresponding assessments were delivered to petitioners
, whereupon they instituted the present case in the Court of Tax Appeals, with a prayer that
"the decision of the respondent contained in. his letter of demand... be reversed, and that
they be absolved from the payment of the taxes in question Court of Tax Appeals
rendered... decision for the respondent, and, a petition for reconsideration and new trial
having been subsequently denied, the case is now before Us for review at the instance of
the petitioners.
Petitioners insist, however, that they are mere co-owners , not copartners, for, in
consequence of the acts performed by them, a legal entity, with a personality independent
of that of its members, did not come into existence, and some of the characteristics of
partnerships... are lacking in the case at bar.
Issues:
whether petitioners are subject to the tax on corporations provided for in section 24 of
National Internal Revenue Code
Ruling:
Article 1767 of the Civil Code of the Philippines provides :

"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 dividing1 the profits among-
themselves."
Pursuant to this article, the essential elements of a partnership are two, namely: (a) an
agreement to contribute money, property or industry to a common fund; and (b) intent to
divide the profits among the contracting parties. The first element is undoubtedly present in
the... case at bar, for, admittedly, petitioners have agreed to, and did, contribute money and
property to a common fund. Hence, the issue narrows down to their intent in acting
as they did. Upon consideration of all the facts and circumstances surrounding the...
case, we are fully satisfied that their purpose was to engage in real estate transactions for
monetary gain and then divide the same among themselves,... because:
1. Said common fund was... created... purposely. What is more they jointly borrowed a
substantial portion thereof in order to... establish said common fund.
They invested the same, not merely in one transaction, but in a series of transactions.
s strongly indicative of a pattern or common design that was not limited to... the
conservation and preservation of the aforementioned common fund
. In other words, one cannot but perceive a character of habituality peculiar to business
transactions engaged in for... purposes of gain.
The aforesaid lots were not devoted to residential purposes,... , or to other personal uses,
of petitioners herein.
The properties were leased separately to several persons... properties have been under the
management of one person, namely, Simeon Evangelista
Thus, the affairs relative to said properties have been handled as if the same belonged to a
corporation or business enterprise operated for profit.
as defined in section 84(6) of said Code, "the term corporation includes partnerships, no
matter how created or organized." This qualifying expression clearly indicates that a joint
venture... need not be undertaken in any of the standard forms, or in conformity with the
usual requirements of the law on partnerships, in order that one couid be deemed
constituted for purposes of the tax on corporations. Again, pursuant to said section 84(6),
the term "corporation"... includes, among other, "joint accounts, (cuentas en participation)"
and "associations", none of which his a legal personality of its own, independent of that of
its members. Accordingly, the lawmaker could not have regarded that personality as a
condition... essential to the existence of the partnerships, therein referred to. In fact, as
above stated, "duly registered general copartnerships" which are possessed of the
aforementioned personality have been expressly excluded by law (sections 24 and 84 [6])
from the... connotation of the term "corporation." It may not be amiss to add that petitioners'
allegation to the effect that their liability in connection with the leasing of the lots above
referred to, under the management of one person even if true, on which we express no
opinion tends... to increase the similarity between the nature of their venture and that of
corporations, and is, therefore, an additional argument in favor of the imposition of said tax
on corporations.
For purposes of the tax on corporations, our National Internal Revenue Code, includes
these partnerships with the exception only of duly registered general copartnerships within
the purview of the term "corporation."
It is, therefore, clear to our mind that... petitioners herein constitute a partnership, insofar as
said Code is concerned, and are subject to the income tax for corporations.
As regards the residence tax for corporations, section 2 of Commonwealth Act No. 465
provides in part:

"Entities liable to residence tax. Every corporation, no matter how created or organized,
whether domestic or resident foreign, engaged in or doing business in the Philippines shall
pay an annual residence tax of five pesos and an annual additional tax... which, in no case,
shall exceed one thousand pesos, in accordance with the following schedule: * * *.

"The term 'corporation' as used in this Act includes joint-stock company, partnership, joint
account (cuentas en participacion), association or insurance company, no matter how
created or organized." (italics ours.)
Considering that the pertinent part of this provision is analogous to that of sections 24 and
84 (b) of our National Internal Revenue Code (Commonwealth Act No. 466), and that the
latter was approved on June 15, 1939, the day immediately after the approval of said
Commonwealth Act No. 465 (June 14, 1939), it is apparent that the terms "corporation" and
"partnership" are used in both statutes with substantially the same meaning. Consequently,
petitioners are subject, also, to the residence tax for corporations.
Wherefore, the appealed decision of the Court of Tax Appeals is hereby affirmed
AFISCO v. CA

Facts: AFISCO and 40 other non-life insurance companies entered into a

Quota Share Reinsurance Treaties with Munich, a non-resident foreign
insurance corporation, to cover for All Risk Insurance Policies over machinery
erection, breakdown and boiler explosion. The treaties required petitioners to
form a pool, to which AFISCO and the others complied. On April 14, 1976, the
pool of machinery insurers submitted a financial statement and filed an
“Information Return of Organization Exempt from Income Tax” for the year
ending 1975, on the basis of which, it was assessed by the commissioner of
Internal Revenue deficiency corporatetaxes. A protest was filed but denied by
the CIR.

Petitioners contend that they cannot be taxed as a corporation, because (a) the
reinsurance policies were written by them individually and separately, (b) their
liability was limited to the extent of their allocated share in the original risks
insured and not solidary, (c) there was no common fund, (d) the
executive board of the pool did not exercise control and management of its
funds, unlike the board of a corporation, (e) the pool or clearing house was not
and could not possibly have engaged in the business of reinsurance from which
it could have derived income for itself. They further contend that remittances to
Munich are not dividends and to subject it to tax would be tantamount to an
illegal double taxation, as it would result to taxing the same premium income
twice in the hands of the same taxpayer. Finally, petitioners argue that the
government’s right to assess and collect the subject Information Return was
filed by the pool on April 14, 1976. On the basis of this return, the BIR
telephoned petitioners on November 11, 1981 to give them notice of its letter
of assessmentdated March 27, 1981. Thus, the petitioners contend that the
five-year prescriptive period then provided in the NIRC had already lapsed, and
that the internal revenue commissioner was already barred by prescription from
making an assessment.

Held: A pool is considered a corporation for taxation purposes. Citing the case
of Evangelista v. CIR, the court held that Sec. 24 of the NIRC covered these
unregistered partnerships and even associations or joint accounts, which had no
legal personalities apart from individual members. Further, the pool is a
partnership as evidence by a common fund, the existence of
executive board and the fact that while the pool is not in itself, a reinsurer and
does not issue any insurance policy, its work is indispensable, beneficial and
economically useful to the business of the ceding companies and Munich,
because without it they would not have received their premiums.

As to the claim of double taxation, the pool is a taxable entity distinctfrom the
individual corporate entities of the ceding companies. The tax on its income is
obviously different from the tax on the dividends received by the
said companies. Clearly, there is no double taxation.

As to the argument on prescription, the prescriptive period was totaled under

the Section 333 of the NIRC, because the taxpayer cannot be located at the
address given in the information return filed and for which reason there
was delay in sending the assessment. Further, the law clearly states that the
prescriptive period will be suspended only if the taxpayer informs the CIR of any
change in the address.

JOSE GATCHALIAN, ET AL. v THE COLLECTOR OF INTERNAL REVENUE

IMPERIAL, J p:

FACTS:

The plaintiffs, are a group of 15 persons who consolidated their money to purchase 1 ticket from the
National Charity Sweeepstakes Office at 2 pesos. Said ticket was personally purchased by Gatchalian and
registered in the name of Jose Gatchalian and Company. Such ticket won the 3rd prize in the amount of
P50,000. A check was drawn in favor of Jose Gatchalian and Company against the PNB and cashed by
Jose Gatchalian and Company. Not long after, income tax examiner Alfredo David required Gatchalian to
file the income tax return covering the prize won. David made an assessment requesting payment for
the sum of P1,499.94. The plaintiffs requested for tax exemption, but was denied. To prevent a levy
from being made against them, they paid the tax due under protest.

ISSUE:

WHETHER THE PLAINTIFFS FORMED A PARTNERSHIP and therefore liable for income tax, or MERELY A
COMMUNITY OF PROPERTY WITHOUT A PERSONALITY OF ITS OWN and therefore exempt from such
payment

CFI: Case dismissed. No partnership, merely co-ownership

SC: The plaintiffs formed a PARTNERSHIP.

Partnership is defined by law as a situation where 2/more persons bound themselves to contribute
money, property or industry to a common fund with the intention of dividing the profits among
themselves. In this case, 15 people, including Gatchalian, pooled their money to a common fund to buy
a sweepstakes ticket, with the intention of dividing the prize in case the ticket wins a prize. Therefore,
there was a partnership formed. As such, they are liable to pay income tax for the profit the partnership
earned.

[ G.R. No. 31057, September 07, 1929 ]

ADRIANO ARBES ET AL., PLAINTIFFS AND APPELLEES, VS. VICENTE

POLISTICO ET AL., DEFENDANTS AND APPELLANTS.

DECISION

VILLAMOR, J.:
This is an action to bring about a liquidation of the funds and property of
the association called "Turnuhan Polistico & Co." The plaintiffs were
members or shareholders, and the defendants were designated as
president-treasurer, directors and secretary of said association.
It is well to remember that this case is now brought before the
consideration of this court for the second time. The first time was when the
same plaintiffs appealed from the order of the court below sustaining the
defendants' demurrer, and requiring the former to amend their complaint
within a certain period, so as to include all the members of "Turnuhan
Polistico & Co.," either as plaintiffs or as defendants. This court held then
that in an action against the officers of a voluntary association to wind up
its affairs and to enforce an accounting for money and property in their
possession, it is not necessary that all members of the association be made
parties to the action. (Borlasa vs. Polistico, 47 Phil., 345.) The case having
been remanded to the court of origin, both parties amended, respectively,
their complaint and their answer, and by agreement of the parties, the court
appointed Amadeo R. Quintos, of the Insular Auditor's Office,
commissioner to examine all the books, documents and accounts of
"Turnuhan Polistico & Co.," and to receive whatever evidence the parties
might desire to present.
The commissioner rendered his report, which is attached to the record,
with the following resume:
Income:
Members' shares P97,263.70
Credits paid 6,196.55
Interest received 4,569.45
Miscellaneous 1,891.00
P109,620.70
Expenses:
Premiums to members 68,146.25
Loans on real-estate security 9,827.00
Loans on promissory notes 4,258.55
Salaries 1,095.00
Miscellaneous 1,686.10
85,012.90
Cash on hand 24,607.80

The defendants objected to the commissioner's report, but the trial court,
having examined the reasons for the objection, found the same sufficiently
explained in the report and the evidence, and accepting it, rendered
judgment, holding that the association 'Turnuhan Polistico & Co.*' is
unlawful, and sentencing the defendants jointly and severally to return the
amount of P24,607.80, as well as the documents showing the uncollected
credits of the association, to the plaintiffs in this case, and to the rest of the
members of said association represented by said plaintiffs, with costs
against the defendants.
The defendants assigned several errors as grounds for their appeal, but we
believe they can all be reduced to two points, to wit; (1) That not all persons
having an interest in this association are included as plaintiffs or
defendants; (2) that the objection to the commissioner's report should have
been admitted by the court below.
As to the first point, the decision in the case of Borlasa vs. Polistico, supra,
must be followed.
With regard to the second point, despite the praiseworthy efforts of the
attorney for the defendants, we are of opinion that, the trial court having
examined all the evidence touching the grounds for the objection and
having found that they had been explained away in the commissioner's
report, the conclusion reached by the court below, accepting and adopting
the findings of fact contained in said report, and especially those referring
to the disposition of the association's money, should not be disturbed.
In Tan Diangseng Tan Siu Pic vs. Echauz Tan Siuco (5 Phil., 516), it was
held that the findings of fact made by a referee appointed under the
provisions of section 135 of the Code of Civil Procedure stand upon the
same basis, when approved by the court, as findings made by the judge
himself. And in Kriedt vs. E. C. McCullough & Co. (37 Phil., 474), the court
held: "Under section 140 of the Code of Civil Procedure it is made the duty
of the court to render judgment in accordance with the report of the referee
unless the court shall for cause shown set aside the report or recommit it to
the referee. This provision places upon the litigant parties the duty of
discovering and exhibiting to the court any error that may be contained
therein." The appellants stated the grounds for their objection. The trial
court examined the evidence and the commissioner's report, and accepted
the findings of fact made in the report. We find no convincing argument in
the appellants' brief to justify a reversal of the trial court's conclusion
admitting the commissioner's findings.
There is no question that "Turnuhan Polistico & Co." is an unlawful
partnership (U. S. vs. Baguio, 39 Phil., 962), but the appellants allege that
because it is so, some charitable institution to whom the partnership funds
may be ordered to be turned over, should be included as a party defendant.
The appellants refer to article 1666 of the Civil Code, which provides:
"A partnership must have a lawful object, and must be established for the
common benefit of the partners.
"When the dissolution of an unlawful partnership is decreed, the profits
shall be given to the charitable institutions of the domicile of the
partnership, or, in default of such, to those of the province."
Appellants' contention on this point is untenable. According to said article,
no charitable institution is a necessary party in the present case for the
determination of the rights of the parties. The action which may arise from
said article, in the case of an unlawful partnership, is that for the recovery
of the amounts paid in by the members from those in charge of the
administration of said partnership, and it is not necessary for the said
partners to base their action on the existence of the partnership, but on the
fact of having contributed some money to the partnership capital. And
hence, the charitable institutions of the domicile of the partnership, and in
default thereof, those of the province are not necessary parties in this case.
The article cited above permits no action for the purpose of obtaining the
earnings made by the unlawful partnership, during its existence as a result
of the business in which it was engaged, because, for that purpose, as
Manresa remarks, the partner will have to base his action upon the
partnership contract, which is null and without legal existence by reason of
its unlawful object; and it is self-evident that what does not exist cannot be
a cause of action. Hence, paragraph 2 of the same article provides that
when the dissolution of an unlawful partnership is decreed, the profits
cannot inure to the benefit of the partners, but must be given to some
charitable institution.
We deem it pertinent to quote Manresa's commentaries on article 1666 at
length, as a clear explanation of the scope and spirit of the provision of the
Civil Code with which we are concerned. Commenting on said article,
Manresa, among other things says:
"When the subscriptions of the members have been paid to the
management of the partnership, and employed by the latter in transactions
consistent with the purposes of the partnership may the former demand the
return or reimbursement thereof from the manager or administrator
withholding them?
"Apropog of this, it is asserted: If the partnership has had no valid
existence, if it is considered juridically nonexistent, the contract entered
into can have no legal effect; and in that case, how can it give rise to an
action in favor of the partners to judicially demand from the manager or
administrator of the partnership capital, each one's contribution ?
"The authors discuss this point at great length; but Ricci decides the matter
quite clearly, dispelling all doubts thereon. He holds that the partner who
limits himself to demanding only the amount contributed by him need not
resort to the partnership contract on which to base his claim or action. And,
he adds in explanation, that the partner makes his contribution, which
passes to the managing partner for the purpose of carrying on the business
or industry which is the object of the partnership; or, in other words, to
breathe the breath of life into a partnership contract with an object
forbidden by the law. And as said contract does not exist in the eyes of the
law, the purpose for which the contribution was made has not come into
existence, and the administrator of the partnership holding said
contribution retains what belongs to others, without any consideration; for
which reason he is bound to return it, and he who has paid in his share is
entitled to recover it.
"But this is not the case with regard to profits earned in the course of the
partnership, because they do not constitute or represent the partner's
contribution but are the result of the industry, business, or speculation,
which is the object of the partnership; and, therefore, in order to demand
the proportional part of said profits, the partner would have to base his
action on the contract, which is null and void, since this partition or
distribution of the profits is one of the juridical effects thereof. Wherefore,
considering this contract as non-existent, by reason of its illicit object, it
cannot give rise to the necessary action, which must be the basis of the
judicial complaint. Furthermore, it would be immoral and unjust for the
law to permit a profit from an industry prohibited by it.
"Hence, the distinction made in the second paragraph of this article of our
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 in our law, introduced to supply an
obvious deficiency of the former law, which did not prescribe the purpose
to which those profits denied to the partners were to be applied, nor state
what was to be done with them.
"The profits are so applied, and not the individual 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.
"Our Code does not state whether, upon the dissolution of the unlawful
partnership, the amounts contributed are to be returned to the partners,
because it only deals with the disposition of the profits; but the fact that
said contributions are not included in the disposal prescribed for said
profits, shows that in consequence of said exclusion, the general rules of
law must be followed, and hence, the partners must be reimbursed the
amount of their respective contributions. Any other solution would be
immoral, and the law will not consent to the latter remaining in the
possession of the manager or administrator who has refused to return
them, by denying to the partners the action to demand them." (Manresa,
Commentaries on the Spanish Civil Code, vol. XI, pp. 262-264.)
The judgment appealed from, being in accordance with law, should be, as it
is hereby, affirmed with costs against the appellants; provided, however,
that the defendants shall pay the legal interest on the sum of P24,607.80
from the date of the decision of the court, and provided, further, that the
defendants shall deposit these sums of money and other documents
evidencing uncollected credits in the office of the clerk of the trial court, in
order that said court may distribute them among the members of said
association, upon being duly identified in the manner it may deem proper.
So ordered,
Avanceña, C. J., Johnson, Street, Johns, Romualdez, and Villa-Real,
JJ., concur.