Bus Org Case

8/12/2019 Bus Org Case

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Angeles vs. Secretary of Justice, G.R. No. 142612,Oscar Angeles and Emerita Angeles, petitioners, v. The Hon. Secretary

of Justice and Felino Mercado, respondents

DOCTRN!"The purpose of registration of the contract of partnershipwith the SEC is to give notice to third parties. Failure to register thecontract of partnership does not aect the liability of the partnership

and of the partners to third persons, nor does it aect the partnershipsjuridical personality. partnership !ay e"ist even if the partners do notuse the words #partner$ or #partnership.$NAT#R!" Special civil action. Certiorari.$ON!NT!" Carpio,J.%ACTS"

ngeles spouses %led a cri!inal co!plaint for estafa against&ercado, their brother'in'lawo Clai!ed that &ercado convinced the! to enter into a contract of

antichresis, to last for ( years, covering ) parcels of land plantedwith fruit'bearing lan*ones trees in +agcarlan, aguna and ownedby -uan San*o

o The parties agreed that &ercado would ad!inister the ands andco!plete the necessary paperwor

o fter / years, the ngeles spouses ased for an accounting fro!&ercado, and they clai! that only after this de!and for anaccounting did thy discover that &ercado had put the contract ofantichresis over the subject land under &ercado and his spousesna!es

&ercado denied the ngeles spouses allegationso Clai!ed that there e"ists an in&ustrial 'artners(i', collo0uially

nown as sosyo industrial, between hi! and his spouse asindustrial partners and the ngeles spouses as %nanciers, and thatthis had e"isted since 1221, before the contract of antichresis overthe subject land

o &ercado used his and his spouses earnings as part of the capitalin the business transactions which he entered into in behalf of thengeles spouses. 3t was their practice to enter into businesstransactions with other people under the na!e of &ercadobecause the ngeles spouses did not want to be identi%ed as the%nanciers

o ttached ban receipts showing deposits in behalf of E!eritangeles and contracts under his na!e for the ngeles spouses

4uring the barangay conciliation proceedings, 5scar ngeles statedthat there was a written sosyo industrialagree!ent6 capital would

co!e fro! the ngeles spouses while the pro%t would be dividedevenly between &ercado and the ngeles spouses

$ro)incial $rosecution O*ce" %rst reco!!ended the %ling of acri!inal infor!ation for estafa, but after &ercado %led his counter'a7davit and !oved for reconsideration, issued an a!endedresolution dis!issing the co!plaint

ngeles spouses appealed to Sec. of -ustice, saying that thedocu!ent evidencing the contract of antichresis e"ecuted in thena!e of the &ercado spouses, instead of the ngeles spouses, and

that such docu!ent alone proves &ercados !isappropriation of their891:, :::

Sec. of Justice" dis!issed the appealo ngeles spouses failed to show su7cient proof that &ercado

deliberately deceived the! in the transactiono &ercado satisfactorily e"plained that the ngeles spouses do not

want to be revealed as the %nancierso ;nder the circu!stances, it was !ore liely that the ngeles

spouses new fro! the very start that the 0uestioned docu!entwas not really in their na!es

o partnership truly e"isted between the ngeles spouses and&ercado, which was clear fro! the fact that they contributed

!oney to a co!!on fund and divided the pro%ts a!ongthe!selves.

o ngeles spouses acnowledged their joint business venture in thebarangay conciliation proceedings although they assailed the!anner the business was conducted

o lthough the legal for!alities for the for!ation were not adheredto, the partnership relationship was evident.

o There is no estafa where !oney is delivered by a partner to his co'partner on the latters representation that the a!ount shall beapplied to the business of their partnership. 3n case of the !oneyreceived, the co'partners liability is civil in nature

SS#!S+!-D"

1. es

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!otion for reconsideration of the Sec. of -ustices resolution, which isalready enough reason to dis!iss the case.9. ngeles spouses allege that they had no partnership with &ercado,relying on rts. 1@@1 to 1@@/ of the Civil Code.

The ngeles spouses position that there is no partnership because ofthe lac of a public instru!ent indicating the sa!e and a lac ofregistration with the SEC holds no watero The ngeles spouses contributed !oney to the partnership and

not i!!ovable propertyo &ere failure to register the contract of partnership with the SEC

does not invalidate a contract that has the essential re0uisites of apartnership. The purpose of registration is to give notice to thirdparties.

Failure to register does not aect the liability of the partnership andof the partners to third persons, nor does it aect the partnershipsjuridical personality

The ngeles spouses ad!it to facts that prove the e"istence of apartnershipo contract showing a sosyo industrial or industrial partnershipo Contribution of !oney A industry to a co!!on fundo 4ivision of pro%ts between the ngeles spouses and &ercado

/. &ercado satisfactorily e"plained that the ngeles spouses do notwant to be revealed as the %nanciers, thus the docu!ent which was inthe na!e of &ercado and his spouse fail to convince that there wasdeceit or false representation that induced the ngeles spouses to partwith their !oney

Even the BTC of Sta. Cru*, aguna, which handled the civil case %ledby the ngeles spouses against &ercado and eo Cerayban statedthat it was the practice to have the contracts secured in &ercadosna!e as the ngeles spouses fear being idnapped by the +8 orbeing 0uestioned by the 3B as 5scar ngeles was woring with thegovern!ent.

ccounting of the proceeds is not a proper subject for the presentcase.

DS$OSTON" 8etition for certiorari dis!issed. 4ecision of Sec. of-ustice a7r!ed.

OT!" 1st4ivision, all concur.

Realu/it )s. Jaso, G.R. No. 1002, Se'te/er 21, 2311

D ! C S O N

$!R!,J.:

The validity as well as the conse0uences of an assign!ent ofrights in a joint venture are at issue in this petition for review %ledpursuant to Bule D( of the 199 !ules of "i#il $rocedure,1assailing the/: pril 9::@ 4ecision9rendered by the Court of ppeals GCH then

Twelfth 4ivision in C'I.B. CJ +o. @/)K1,/the dispositive portion ofwhich states6


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Faulting -ose%na with unjusti%ed failure to heed their de!and,the Spouses -aso co!!enced the instant suit with the %ling of their /ugust 122) Co!plaint against -ose%na, her husband, 3e Bealubit G3eH,and their alleged du!!ies, for speci%c perfor!ance, accounting,e"a!ination, audit and inventory of assets and properties, dissolution ofthe joint venture, appoint!ent of a receiver and da!ages. 4oceted asCivil Case +o. 2)'://1 before respondent ranch 9(@ of the BegionalTrial Court GBTCH of 8araNa0ue City, said co!plaint alleged, a!ong other!atters, that the Spouses Bealubit had no gainful occupation or

business prior to their joint venture with iondoO that with the inco!e ofthe business which earned not less than 8/,:::.:: per day, they were,however, able to ac0uire the two'storey building as well as the land onwhich the joint ventures ice plant stands, another building which theyused as their o7ce and=or residence and si" GKH delivery vansO and, thataside fro! appropriating for the!selves the inco!e of the business, theSpouses Bealubit have fraudulently concealed the funds and assetsthereof thru their relatives, associates or du!!ies. )

Served with su!!ons, the Spouses Bealubit %led their nswerdated 91 5ctober 122), speci%cally denying the !aterial allegations ofthe foregoing co!plaint. Clai!ing that they have been engaged in thetube ice trading business under a single proprietorship even before theirdealings with iondo, the Spouses Bealubit, in turn, averred that theirsaid business partner had left the country in &ay 122@ and could nothave e"ecuted the &eed of Assignmentwhich bears a signature!aredly dierent fro! that which he a7"ed on theirJoint %entureAgreementO that they refused the Spouses -asos de!and in view of thedubious circu!stances surrounding their ac0uisition of iondos share inthe business which was established at 4on ntonio Leights,Co!!onwealth venue, Pue*on CityO that said business had alreadystopped operations on 1/ -anuary 122K when its plant shut down afterits power supply was disconnected by &EBC5 for non'pay!ent ofutility billsO and, that it was their own tube ice trading business whichhad been !oved to KK'C Cenacle 4rive, Sanville Subdivision, 8roject K,

Pue*on City that the Spouses -aso !istoo for the ice !anufacturingbusiness established in partnership with iondo.2

The issues thus joined and the !andatory pre'trial conferencesubse0uently ter!inated, the BTC went on to try the case on its !eritsand, thereafter, to render its 4ecision dated 1@ Septe!ber 9::1,discounting the e"istence of su7cient evidence fro! which the inco!e,assets and the supposed dissolution of the joint venture can beade0uately reconed. ;pon the %nding, however, that the Spouses -asohad been nevertheless subrogated to iondos rights in the business in

view of their valid ac0uisition of the latters share as capitalist partner,1:the BTC disposed of the case in the following wise6


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A. 5!T!R OR NOT T!R! 5AS AA-D ASSGN!NT O% RGTS TO T!

JONT !NT#R!.

7. 5!T!R T! CO#RT A8 ORD!R$!TTON!R 9JOS!%NA R!A-#7T: AS$ARTN!R N T! JONT !NT#R! TO R!ND!R9A:N ACCO#NTNG TO ON! 5O S NOT A$ARTN!R N SAD JONT !NT#R!.

C. 5!T!R $RAT! R!S$OND!NTS 9S$O#S!S

JASO: A! AN8 RGT N T! JONT!NT#R! AND N T! S!$ARAT! C!7#SN!SS O% $!TTON!R9S:.914:

The Courts Ruling


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Fro! the foregoing provision, it is evident that #GtHhe transfer bya partner of his partnership interest does not !ae the assignee of suchinterest a partner of the %r!, nor entitle the assignee to interfere in the!anage!ent of the partnership business or to receive anything e"ceptthe assignees pro%ts. The assign!ent does not purport to transfer aninterest in the partnership, but only a future contingent right to a portionof the ulti!ate residue as the assignor !ay beco!e entitled to receiveby virtue of his proportionate interest in the capital.$/:Since a partnersinterest in the partnership includes his share in the pro%ts, /1we %nd

that the C co!!itted no reversible error in ruling that the Spouses -asoare entitled to iondos share in the 'ro(ts, despite -uanitas lac ofconsent to the assign!ent of said French!ans interest in the jointventure. lthough Eden did not, !oreover, beco!e a partner as aconse0uence of the assign!ent and=or ac0uire the right to re0uire anaccounting of the partnership business, the C correctly granted herprayer for dissolution of the joint venture confor!ably with the rightgranted to the purchaser of a partners interest under rticle 1)/1 ofthe "i#il "ode./9

Considering that they involve 0uestions of fact, neither are weinclined to hospitably entertain the Spouses Bealubits insistence on thesupposed fact that -ose%nas joint venture with iondo had already beendissolved and that the ice !anufacturing business at KK'C Cenacle4rive, Sanville Subdivision, 8roject K, Pue*on City was !erely acontinuation of the sa!e business they previously operated under asingle proprietorship. 3t is well'entrenched doctrine that 0uestions offact are not proper subjects of appeal bycertiorariunder Bule D( of theBules of Court as this !ode of appeal is con%ned to 0uestions of law.// ;pon the principle that this Court is not a trier of facts, we are notduty bound to e"a!ine the evidence introduced by the parties below todeter!ine if the trial and the appellate courts correctly assessed andevaluated the evidence on record. /D bsent showing that the factual%ndings co!plained of are devoid of support by the evidence on recordor the assailed judg!ent is based on !isapprehension of facts, the

Court will li!it itself to reviewing only errors of law./(

ased on the evidence on record, !oreover, both the BTC/Kandthe C/@ruled out the dissolution of the joint venture and concludedthat the ice !anufacturing business at the aforesaid address was thesa!e one established by -uanita and iondo. s a rule, %ndings of factof the C are binding and conclusive upon this Court, /)and will not bereviewed or disturbed on appeal/2unless the case falls under any of thefollowing recogni*ed e"ceptions6 G1H when the conclusion is a %ndinggrounded entirely on speculation, sur!ises and conjecturesO G9H when

the inference !ade is !anifestly !istaen, absurd or i!possibleO G/Hwhere there is a grave abuse of discretionO GDH when the judg!ent isbased on a !isapprehension of factsO G(H when the %ndings of fact areconQictingO GKH when the C, in !aing its %ndings, went beyond theissues of the case and the sa!e is contrary to the ad!issions of bothappellant and appelleeO G@H when the %ndings are contrary to those ofthe trial courtO G)H when the %ndings of fact are conclusions withoutcitation of speci%c evidence on which they are basedO G2H when the factsset forth in the petition as well as in the petitionersR !ain and reply

briefs are not disputed by the respondentsO and, G1:H when the %ndingsof fact of the C are pre!ised on the supposed absence of evidence andcontradicted by the evidence on record.D: ;nfortunately for theSpouses Bealubits cause, not one of the foregoing e"ceptions applies tothe case.

5!R!%OR!, the petition is D!N!D for lac of !erit and theassailed C 4ecision dated /: pril 9::@ is, accordingly,A%%R!D intoto.

SO ORD!R!D.

!nace )s. Court of A''eals, G.R. No. 126;;4,

*usiness Organi+ation $artnershi', Agency, Trust &issolution and

-inding ' $rescri'tion

E!ilio E!nace, -acinto 4ivinagracia and Jicente Tabanao for!ed a

partnership engaged in the %shing industry. 3n 12)K, -acinto decided to

leave the partnership hence they agreed to dissolve the partnership. t

that ti!e, the partnership has an esti!ated asset a!ounting to

8/:,:::,:::.::.

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in0uire into the business aairs accruedO that said right has e"pired in

122: or D years after. So beyond 122:, they can no longer in0uire.

SS#!" es. Though it is true that the original partnership between

abat, Santos and +ieves was ter!inated when abat was e"pelled, the

said partnership was however considered continued when +ieves and

Santos continued engaging as usual in the lending business even

getting +ieves husband, who resigned fro! the sian 4evelop!ent

an, to be their loan investigator ? who, in eect, substituted abat.

There is no separate partnership between Santos and Iragera. The

latter being !erely a co!!ission agent of the partnership. This is even


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though the partnership was for!ali*ed shortly after Iragera !et with

Santos G+ote that +ieves was even the one who introduced Iragera to

Santos e"actly for the purpose of setting up a lending agree!ent

between the corporation and the partnershipH.

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