SANTOS VS REYES 368 SCRA 261FACTS:- Petitioner Fernando Santos, Respondent Nieves Reyes andMeliton Zabat started a lending Business venture togetherproposed by Nieves. It was agreed on the Articles ofAgreement that petitioner will get 70% of the profits andNieves and Zabat would earn 15% each.- Nievas introduced Gragera (chairman of Monte MariaDevelopment Corporation) to petitioner, and sought short termloans for its members and with an agreement that MonteMaria will be entitled to P1.31 commission per thousand paiddaily. Nieves acted as bookkeeper while her husband Arsenioacted as credit investigator.- Gragera complained that his commissions were inadequatelyremitted. This prompt petitioner to file a complaint againstrespondent allegedly in their capacities as employees ofpetitioner, with having misappropriated funds.ISSUE: Whether or not the business relationship betweenpetitioner and respondent was one of partnershipHELDYESNieves herself provided the initiative in the lending activitieswith Monte Maria.- The fact that in their Articles of Agreement, the partiesagreed to divide the profits of a lending business in a 70-15-15, manner, with petitioner getting the lions share proved theestablishment of a partnership, even when the other parties tothe agreement were given separate compensation asbookkeeper and creditor investigator.By the contract of partnership, two or more persons bindthemselves to contribute money, property or industry to acommon fund, with the intention of dividing the profits amongthemselves. (Art. 1767 NCC)

HEIRS OF TAN ENG KEE VS COURT OF APPEALS Facts: The heirs of Tan Eng Kee, composed of his children and his wife, claims that their father was a partner of Tan Eng Lay in Benguet Lumber Company. Tan Eng Lay is the brother of the petitioners' father who accordung to them entered into a partnership with the former after the WWII were they both pooled in their money in order to recapitalize the business. Petitioners wants to account, liquidate and wind up the partnership as well as the equal division of the net assets of the company. They alleged that since Tan Eng Kee was conducting the affairs of the company/business with his brother, Gave orders to the employees, prepared orders for the suppliers, their families beind employed in the business and that their families lived in the same compound where the Benguet Lumber Company is found then these establishes the existence of a partnership. They also allege that their father was a co-owner of some 80 pieces of G.I. Sheets and that their father was also receiving money from the company. Benguet Lumber Company, represented by Tan Eng Lay, answered by stating that Tan Eng Kee was merely an employee of the said company evidenced by payrolls and the SSS coverage of petitioners' father. They also showed the registration of the business as that of a proprietorship. The RTC of Baguio ruled that there was a partnership between the two brothers in the form of a joint-venture. The CA reversed the decision of the RTCIssue: WON Tan Eng Kee and Tan Eng Lay were partners in Benguet Lumber? Held: No partnership was established as the evidence presented was insufficient. Tan Eng Kee was merely an employee receiving wages. The partnership contract is required to be in writing the capital of which exceeds P3,000 and the findings of the lower courts reveals the absence of such contract. Co-ownership or co-possession is not an indicium of the existence of a partnership. A demand for a periodic accounting is evidence of a partnership which was not done by Tan Eng Kee during his lifetime being his right if ever he was a partner. The documents presented, not validly declared falsified by another court, further proves the non-existence of a partnership relation between the two brothers but an employer-employee relationship. Furthermore, petitioners did not offer or present evidence that their father received amounts pertaining to his share in the profits of the company. The allegations of petitioners merely shows that their father was merely involved in the operations of Benguet Lumber but does not establish in what capacity.YULO V. YANG CHIAO SENG Facts: Yang Chiao Seng proposed to form a partnership with Rosario Yulo to run and operate a theatre on the premises occupied by Cine Oro, Plaza Sta. Cruz, Manila, the principal conditions of the offer being (1) Yang guarantees Yulo a monthly participation of P3,000 (2) partnership shall be for a period of 2 years and 6 months with the condition that if the land is expropriated, rendered impracticable for business, owner constructs a permanent building, then Yulos right to lease and partnership even if period agreed upon has not yet expired; (3) Yulo is authorized to personally conduct business in the lobby of the building; and (4) after Dec 31, 1947, all improvements placed by partnership shall belong to Yulo but if partnership is terminated before lapse of 1 and years, Yang shall have right to remove improvements. Parties established, Yang and Co. Ltd., to exist from July 1, 1945 Dec 31, 1947. In June 1946, they executed a supplementary agreement extending the partnership for 3 years beginning Jan 1, 1948 to Dec 31, 1950. The land on which the theater was constructed was leased by Yulo from owners, Emilia Carrion and Maria Carrion Santa Marina for an indefinite period but that after 1 year, such lease may be cancelled by either party upon 90-day notice. In Apr 1949, the owners notified Yulo of their desire to cancel the lease contractcome July. Yulo and husband brought a civil action to declare the lease for a indefinite period. Owners brought their own civil action for ejectment upon Yulo and Yang. CFI: Two cases were heard jointly; Complaint of Yulo and Yang dismissed declaring contract of lease terminated. CA: Affirmed the judgment. In 1950, Yulo demanded from Yang her share in the profits of the business. Yang answered saying he had to suspend payment because of pending ejectment suit. Yulo filed present action in 1954, alleging the existence of a partnership between them and that Yang has refused to pay her shares. Defendants Position: The real agreement between plaintiff and defendant was one of lease and not of partnership; that the partnership was adopted as a subterfuge to get around the prohibition contained in the contract of lease between the owners and the plaintiff against the sublease of the property. Trial Court: Dismissal. It is not true that a partnership was created between them because defendant has not actually contributed the sum mentioned in the Articles of Partnership or any other amount. The agreement is a lease because plaintiff didnt share either in the profits or in the losses of the business as required by Art 1769 (CC) and because plaintiff was granted a guaranteed participation in the profits belies the supposed existence of a partnership. Issue: Was the agreement a contract a lease or a partnership? Ruling: Dismissal. The agreement was a sublease not a partnership. The following are the requisites of partnership: (1) two or more persons who bind themselves to contribute money, property or industry to a common fund; (2) the intention on the part of the partners to divide the profits among themselves (Article 1761, CC) Plaintiff did not furnish the supposed P20,000 capital nor did she furnish any help or intervention in the management of the theatre. Neither has she demanded from defendant any accounting of the expenses and earnings of the business. She was absolutely silent with respect to any of the acts that a partner should have done; all she did was to receive her share of P3,000 a month which cannot be interpreted in any manner than a payment for the use of premises which she had leased from the owners.ORTEGA VS CA FACTS: The law firm of R,L,S and C was duly registered in the Mercantile Registry and reconstituted with the SEC. There were several amendments to its articles of partnership. Respondent-Appellees senior and junior partners associated themselves together. Ortega informed them through a letter that he is retiring from the firm of Bito, Misa and Lozada regarding the liquidation of his participation in it. He later on filed with the SICD a petition for dissolution and liquidation of partnership. Hearing Officer: said withdrawal of O did not dissolve the law partnership and both parties to the case are enjoined to abide by the provisions of the Agreement re: the liquidation of the shares of any retiring or withdrawing partner. SEC: reversed the decision ruling that the withdrawal had in fact dissolved the partnership of BML as a partnership at will, the law firm can be dissolved by any partner at anytime by his withdrawal regardless of good faith or bad faith. Remanded the case to the HO to determine rights and obligations of parties. CA: affirmed in toto the SEC decision and that there is no need for the appointment of a receiver as no sufficient proof had been shown to indicate that the partnership assets were in any such danger of being lost, removed or materially impaired. ISSUES: whether it was a partnership at will; whether Ms withdrawal dissolved the partnership; whether such withdrawal was made in bad faith. SC: It was a partnership at will as it had not fixed a specified period for its undertaking. It may be dissolved at will by any of the partners but if it was done in bad faith, such partner shall be liable for damages. Upon dissolution, the partnership continues and its legal personality is retained until the complete winding up of its business culminating in its termination. The liquidation of assets is governed by the CC but an agreement between parties is binding upon them. It was not done out of bad faith as it was spurred by an interpersonal conflict among the partners.

TOCAO VS COURT OF APPEALS FACTS: William Belo introduced Nenita Anay to his girlfriend, Marjorie Tocao. The three agreed to form a joint venture for the sale of cooking wares. Belo was to contribute P2.5 million; Tocao also contributed some cash and she shall also act as president and general manager; and Anay shall be in charge of marketing. Belo and Tocao specifically asked Anay because of her experience and connections as a marketer. They agreed further that Anay shall receive the following: 10% share of annual net profits 6% overriding commission for weekly sales 30% of sales Anay will make herself 2% share for her demo services They operated under the name Geminesse Enterprise, this name was however registered as a sole proprietorship with the Bureau of Domestic Trade under Tocao. The joint venture agreement was not reduced to writing because Anay trusted Belos assurances. The venture succeeded under Anays marketing prowess. But then the relationship between Anay and Tocao soured. One day, Tocao advised one of the branch managers that Anay was no longer a part of the company. Anay then demanded that the company be audited and her shares be given to her. ISSUE: Whether or not there is a partnership. HELD: Yes, even though it was not reduced to writing, for a partnership can be instituted in any form. The fact that it was registered as a sole proprietorship is of no moment for such registration was only for the companys trade name. Anay was not even an employee because when they ventured into the agreement, they explicitly agreed to profit sharing this is even though Anay was receiving commissions because this is only incidental to her efforts as a head marketer. The Supreme Court also noted that a partner who is excluded wrongfully from a partnership is an innocent partner. Hence, the guilty partner must give him his due upon the dissolution of the partnership as well as damages or share in the profits realized from the appropriation of the partnership business and goodwill. An innocent partner thus possesses pecuniary interest in every existing contract that was incomplete and in the trade name of the co-partnership and assets at the time he was wrongfully expelledAn unjustified dissolution by a partner can subject him to action for damages because by the mutual agency that arises in a partnership, the doctrine of delectus personae allows the partners to have the power, although not necessarily the right to dissolve the partnership. Tocaos unilateral exclusion of Anay from the partnership is shown by her memo to the Cubao office plainly stating that Anay was, as of October 9, 1987, no longer the vice-president for sales of Geminesse Enterprise. By that memo, petitioner Tocao effected her own withdrawal from the partnership and considered herself as having ceased to be associated with the partnership in the carrying on of the business. Nevertheless, the partnership was not terminated thereby; it continues until the winding up of the business.BENITO LIWANAG and MARIA LIWANAG REYES vs.WORKMEN'S COMPENSATION COMMISSION Appellants Benito Liwanag and Maria Liwanag Reyes are co-owners of Liwanag Auto Supply. A commercial guard who while in line of duty, was killed by criminal hands. His widow and minor children, in due time filed a claim for compensation with the Workmen's Compensation Commission, which ordere appelants to pay jointly and severally P3,494.40 to the claimants.Hence this appeal, arguing that there is nothing in the compensation Act which provides that the obligation of an employer arising from compensable injury or death of an employee should be solidary obligation,and that, in absence of such, the responsibility of appellants should not be solidary but merely joint. Issue: wether or not the appelants should pay jointly the amount awarded to the widow and children ? Ruling: Although the Workmen's Compensation Act does not contain any provision expressly declaring solidary obligation of business partners like the herein appellants, there are other provisions of law from which it could be gathered that theirliability must be solidary. Arts. 1711 and 1712 of the new Civil Code provide: ART. 1711. Owners of enterprises and other employers are obliged to pay compensation for the death of or injuries to their laborers, workmen, mechanics or other employees, even though the event may have been purely accidental or entirely due to a fortuitous cause, if the death or personal injury arose out of and in the course of the employment. . . . . ART. 1712. If the death or injury is due to the negligence of a fellow-worker, the latter and the employer shall be solidarily liable for compensation. . . . .And section 2 of the Workmen's Compensation Act, as amended reads in part as follows: . . . The right to compensation as provided in this Act shall not be defeated or impaired on the ground that the death, injury or disease was due to the negligence of a fellow servant or employee, without prejudice to the right of the employer to proceed against the negligence party. The provisions of the new Civil Code above quoted taken together with those of Section 2 of the Workmen's Compensation Act, reasonably indicate that in compensation cases, the liability of business partners, like appellants, should be solidary; otherwise, the right of the employee may be defeated, or at least crippled. If the responsibility of appellants were to be merely joint and solidary, and one of them happens to be insolvent, the amount awarded to the appellees would only be partially satisfied, which is evidently contrary to the intent and purposes of the Act.Moreover, Art. 1207 of the new Civil Code provides:. . . . There is solidary liability only when the obligation expressly so states, or when the law or the nature of the obligation requires solidarity.Wherefore, award appealed from is affirmed.