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[92] ANGELES v.

SECRETARY OF JUSTICE  During the barangay conciliation proceedings, Oscar Angeles stated that there was a
G.R. No. 142612; July 29, 2005; Carpio, J. written sosyo industrial agreement: capital would come from the Angeles spouses
while the profit would be divided evenly between the Mercado and Angeles spouses.
TOPIC: Separate Juridical Personality  Provincial Prosecution Office: first recommended the filing of a criminal information
for estafa, but after Mercado filed his counter-affidavit and moved for reconsideration,
SUMMARY: Sps. Angeles and Mercado entered into a contract of antichresis covering eight issued an amended resolution dismissing the complaint.
parcels of land planted with fruit-bearing lanzones. The contract was to last for 5 years with o The Angeles spouses appealed to the Sec. of Justice arguing that the
P210,000 as consideration. After 3 years, Mercado gave an account to the petitioner that the document evidencing the contract of antichresis was executed in the name
land earned P 46,210 in 1993, which he used to buy more lanzones trees, no fruit for 1994 and of the Mercado spouses, instead of the Angeles spouses, and that such
Mercado gave no accounting for 1995. The petitioner discovered that Mercado and his spouse
document alone proves Mercado’s misappropriation of their P210,000.
put their name in the contract and misappropriated their fund. Mercado denied their allegations
claiming that there exists an industrial partnership between them and the Angeles spouses as  Sec. of Justice: dismissed the appeal.
their financiers. Mercado even attached bank receipts showing deposits in behalf of Emerita o The Angeles spouses failed to present sufficient proof that Mercado
Angeles. Sps. Angeles filed for estafa against Mercado but was dismissed by the Provincial deliberately deceived them in the transaction.
Prosecutor Office. On appeal, the Sec. of Justice affirmed the decision convinced that a o Mercado satisfactorily explained that the Angeles spouses do not want to be
partnership existed between them. The fact that they contributed money to a common fund and revealed as the financiers.
divided the profits among themselves and there is no estafa where is delivered by a partner to o Under the circumstances, it was more likely that the Angeles spouses knew
his co-partner on the latter’s representation that the amount shall be applied to their partnership. from the very start knew that the questioned document was not in their
SC held that a partnership existed between the Angeles spouses and Mercado even without any names.
documentary proof to sustain its existence.
o A partnership truly existed between the two parties which was clear from the
DOCTRINE fact that they contributed money to a common fund and divided the profits
The purpose of registration of the contract of partnership with the SEC is to give notice to third among themselves.
parties. Failure to register the contract of partnership does not affect the liability of the o The Angeles spouses acknowledged their joint business venture in the
partnership and of the partners to third persons, nor does it affects the partnership’s juridical barangay conciliation proceedings although they assail the manner the
personality. A partnership may exist even if the partners do not use the word “partner” or business was conducted.
“partnership”.  Although the legal formalities for the formation were not adhered
to, the partnership relationship was evident.
RELEVANT PROVISION(S)  There is no estafa where money is delivered by a partner to his
co-partner on the latter’s representation that the amount shall be
FACTS applied to the business of their partnership. In the case of the
 The Angeles spouses filed a criminal complaint for estafa against Mercado, their money received, the co-partner’s liability is civil in nature.
brother-in-law.
o They claimed that Mercado convinced them to enter into a contract of ISSUE(S)/HELD
antichresis, to last for 5 years, covering 8 parcels of land planted with fruit- WON a partnership existed between the Angeles spouses and Mercado even without any
bearing lanzones trees in Nagcarlan, Laguna owned by Juan Sanzo. documentary proof to sustain its existence. – YES
o The parties agreed that Mercado would administer the parcels of land and  The Angeles spouses alleged that they had no partnership with the Mercados. They
complete the necessary paperwork. relied on Arts. 1771 to 1773, CC which state that:
o Art. 1771. A partnership may be constituted in any form, except where immovable
o After 3 years, the Angeles spouses asked for an accounting from Mercado,
property or real rights are contributed thereto, in which case a public instrument shall
and claimed that only after such demand did they discover that Mercado be necessary.
had put the contract of antichresis over the subject land under Mercado and o Art. 1772. Every contract of partnership having a capital of three thousand pesos or
his spouse’s name. more, in money or property, shall appear in a public instrument, which must be
 Mercado denied the allegations. recorded in the Office of the Securities and Exchange Commission.
o He claimed that there exists an industrial partnership, colloquially known  Failure to comply with the requirements of the preceding paragraph shall not affect the
as sosyo industrial, between him and his spouse as industrial partners and liability of the partnership and the members thereof to third persons.
the Angeles spouses as financiers, and that this has existed since 1991, o Art. 1773. A contract of partnership is void, whenever immovable property is
before predating the contract of antichresis over the subject land. contributed thereto, if an inventory of said property is not made, signed by the parties,
o Mercado used his and his spouse’s earnings as part of the capital in the and attached to the public instrument.
business transactions which he entered into in behalf of the Angeles  The claim of the petitioner that there is no partnership holds no water.
spouses. It was their practice to enter into business transactions with other o First, the Angeles spouses contributed money and not immovable property.
people under the name of Mercado because the Angeles spouses did not o Second, mere failure to register the contract of partnership with the SEC
want to be identified as the financiers. does not invalidate a contract that has the essential requisites of a
 Attached are bank receipts showing deposits in behalf of Emerita partnership for it does not affect the liability of the partnership to third
Angeles and contracts under his name for the Angeles spouses. persons.
o A partnership may exist even if the partners do not use the words “partner”
or “partnership”. Indeed, the Angeles spouses admits the existence of a
contract showing industrial partnership, contribution of money and industry
to a common fund, and division of profits between the Angeles spouses and
Mercado.

RULING

DISPOSITIVE: WHEREFORE, we AFFIRM the decision of the Secretary of Justice. The


present petition for certiorari is DISMISSED. SO ORDERED.