partnership digest

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TOCAO v. CA G.R. No. 127405; October 4, 2000 FACTS: Private respondent Nenita A. Anay met petitioner William T. Belo, then the vice-president for operations of Ultra Clean Water Purifier, through her former employer in Bangkok. Belo introduced Anay to petitioner Marjorie Tocao, who conveyed her desire to enter into a joint venture with her for the importation and local distribution of kitchen cookwares. Under the joint venture, Belo acted as capitalist, Tocao as president and general manager, and Anay as head of the marketing department and later, vice-president for sales The parties agreed that Belo's name should not appear in any documents relating to their transactions with West Bend Company. Anay having secured the distributorship of cookware products from the West Bend Company and organized the administrative staff and the sales force, the cookware business took off successfully. They operated under the name of Geminesse Enterprise, a sole proprietorship registered in Marjorie Tocao's name. The parties agreed further that Anay would be entitled to: (1) ten percent (10%) of the annual net profits of the business; (2) overriding commission of six percent (6%) of the overall weekly production; (3) thirty percent (30%) of the sales she would make; and (4) two percent (2%) for her demonstration services. The agreement was not reduced to writing on the strength of Belo's assurances that he was sincere, dependable and honest when it came to financial commitments. On October 9, 1987, Anay learned that Marjorie Tocao had signed a letter addressed to the Cubao sales office to the effect that she was no longer the vice-president of Geminesse Enterprise. Anay attempted to contact Belo. She wrote him twice to demand her overriding commission for the period of January 8, 1988 to February 5, 1988 and the audit of the company to determine her share in the net profits. Anay still received her five percent (5%) overriding commission up to December 1987. The following year, 1988, she did not receive the same commission although the company netted a gross sales of P 13,300,360.00. On April 5, 1988, Nenita A. Anay filed Civil Case No. 88-509, a complaint for sum of money with damages against Marjorie D. Tocao and William Belo before the Regional Trial Court of Makati, Branch 140 The trial court held that there was indeed an "oral partnership agreement between the plaintiff and the defendants. The Court of Appeals affirmed the lower court’s decision. ISSUE: Whether the parties formed a partnership HELD: Yes, the parties involved in this case formed a partnership The Supreme Court held that to be considered a juridical personality, a partnership must fulfill these requisites: (1) two or more persons bind themselves to contribute money, property or industry to a common fund; and (2) intention on the part of the partners to divide the profits among themselves. It may be constituted in any form; a public instrument is necessary only where immovable property or real rights are contributed thereto. This implies that since a contract of partnership is consensual, an oral contract of partnership is as good as a written one. In the case at hand, Belo acted as capitalist while Tocao as president and general manager, and Anay as head of the

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Partnership

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TOCAO v. CAG.R. No. 127405; October 4, 2000FACTS: Private respondent Nenita A. Anay met petitioner William T. Belo, then the vice-president for operations of Ultra Clean Water Purier, throu!h her former employer in Ban!"o". Belo introduced Anay to petitioner #ar$orie Tocao, %ho conveyed her desire to enter into a $oint venture %ith her for the importation and local distri&ution of "itchen coo"%ares. Under the $oint venture, Belo acted as capitalist, Tocao as president and !eneral mana!er, and Anay as head of the mar"etin! department and later, vice-president for salesThe parties a!reed that Belo's name should not appear in any documents relatin! to their transactions %ith West Bend Company. Anay havin! secured the distri&utorship of coo"%are products from the West Bend Company and or!ani(ed the administrative sta) and the sales force, the coo"%are &usiness too" o) successfully. They operated under the name of *eminesse +nterprise, a sole proprietorship re!istered in #ar$orie Tocao's name. The parties a!reed further that Anay %ould &e entitled to: ,-. ten percent ,-/0. of the annual net prots of the &usiness1 ,2. overridin! commission of si3 percent ,40. of the overall %ee"ly production1 ,5. thirty percent ,5/0. of the sales she %ould ma"e1 and ,6. t%o percent ,20. for her demonstration services. The a!reement %as not reduced to %ritin! on the stren!th of Belo's assurances that he %as sincere, dependa&le and honest %hen it came to nancial commitments. 7n 7cto&er 8, -89:, Anay learned that #ar$orie Tocao had si!ned a letter addressed to the Cu&ao sales o;ce to the e)ect that she %as no lon!er thevice-president of *eminesse +nterprise.Anay attempted to contact Belo. e&ruary ?, -899and the audit of the company to determine her share in the net prots.Anay still received her ve percent ,?0. overridin! commission up to @ecem&er -89:. The follo%in! year, -899, she did not receive the same commission althou!h the company netted a !ross sales of P -5,5//,54/.//.7n April ?, -899, Nenita A. Anay led Civil Case No. 99-?/8, a complaint forsum of money %ith dama!es a!ainst #ar$orie @. Tocao and William Belo &efore the Ae!ional Trial Court of #a"ati, Branch -6/The trial court held that there %as indeed an Boral partnership a!reement &et%een the plainti) and the defendants. The Court of Appeals a;rmed thelo%er courtCs decision.ISSUE: Whether the parties formed a partnershipHEL: Des, the parties involved in this case formed a partnershipThe elicidad A&ro!ar enteredinto a loan a!reement %ith a lendin! rm called A.C. A!uila H