G.R. No. 183374. June 29, 2010.MARSMAN DRYSDALE LAND, INC., petitioner, vs. PHILIPPINE GEOANALYTICS, INC. AND GOTESCO PROPERTIES, INC., respondents.

FACTS: Marsman Drysdale, Inc. and Gotesco Properties, Inc. entered into a Joint Venture Agreement

for the construction and development of an office building on a land owned by Marsman Drysdale in Makati City. Parties agreed about the capital, expenses and proceeds that each should provide and claim for the said project. The building of the office building required the services of Philippine Geo-analytics, Inc. The services rendered by PGI were incomplete. They were able to drill only 4 bore-holes, out of 5, due to the failure of the partners to clear the area that was supposed to be drilled. After such, PGI billed the joint venture for the work done. Despite repeated demands, joint venture wasn’t able to pay PGI. PGI filed a case against both Marsman Drysdale and Gotesco. Marsman claims that he is not liable to PGI because according to their agreement, Gotesco will be the one to shoulder mon-etary expenses. On the other hand, Gotesco contested that PGI had no cause of action because the ser-vice rendered was incomplete.

ISSUE:Whether or not Marsman Drysdale and Gotesco are both liable to pay PGI the unpaid claims

HELD:In the case at bar, the Court ruled that Marsman Drysdale and Gotesco are jointly liable to PGI.

PGI was never a party to the JVA, but it entered into a Technical Service Contract with the JVA. While the JVA clearly spelled out, inter alia, the capital contributions of Marsman Drysdale (land) and Gotesco (cash) as well as the funding and financing mechanism for the project, the same cannot be used to defeat the lawful claim of PGI against the two joint venturers-partners. Marsman Drysdale and Gotesco were listed as owners of the project in the TSC, and that all billing invoices indicated the con-sortium as the client.

It is assumed that the obligation of Marsman Drysdale and Gotesco is joint since it was not ex-pressly stated, nor does the law or the nature of the obligation required it to be solidary. This is sup-ported by Article 1207 and 1208 of the New Civil Code.

A joint venture is a form of partnership, therefore the joint venture of Marsman Drysdale and Gotesco shall be governed by the laws on partnership. Since both parties have agreed upon the profits they will get and was silent on the losses, they shall shoulder the losses the same way as the profits. This is based on Article 1797 on the laws on partnership.