ROJAS VS.

MAGLANAFACTS: Maglana and Rojas executed their Articles of Co-partnership called Eastcoast DevelopmentEnterpises which had an indefinite term of existenceand was registered with the SEC and had a TimberLicense. One of the EDEs purposes was to apply orsecure timber and/or private forest lands and tooperate, develop and promote such forests rightsand concessions. M shall manage the business affairswhile R shall be the logging superintendent. Allprofits and losses shall be divided share and sharealike between them.Later on, the two availed the services of Pahamotangas industrial partner and executed another articles of co-partnership with the latter. The purpose of thissecond partnership was to hold and secure renewalof timber license and the term of which was fixed to30 years.Still later on, the three executed a conditional sale of interest in the partnership wherein M and R shallpurchase the interest, share and participation in thepartnership of P. It was also agreed that afterpayment of such including amount of loan securedby P in favor of the partnership, the two shall becomeowners of all equipment contributed by P. After this,the two continued the partnership without anywritten agreement or reconstitution of their articlesof partnership.Subsequently, R entered into a managementcontract with CMS Estate Inc. M wrote him re: hiscontribution to the capital investments as well as hisduties as logging superintendent. R replied that hewill not be able to comply with both. M then told Rthat the latters share will just be 20% of the netprofits. Such was the sharing from 1957 to 1959without complaint or dispute. R took funds from thepartnership more than his contribution. M notified Rthat he dissolved the partnership. R filed an actionagainst M for the recovery of properties andaccounting of the partnership and damages. CFI: the partnership of M and R is after P retired isone of de facto and at will; the sharing of profits andlosses is on the basis of actual contributions; there isno evidence these properties were acquired by the partnership funds thus it should not belong to it;neither is entitled to damages; the letter of M ineffect dissolved the partnership; sale of forestconcession is valid and binding and should beconsidered as Ms contribution; R must pay or turnover to the partnership the profits he received fromCMS and pay his personal account to the partnership;M must be paid 85k which he shouldve received butwas not paid to him and must be considered as hiscontribution. ISSUE: what is the nature of the partnership andlegal relationship of M-R after P retired from thesecond partnership? May M unilaterally dissolve thepartnership? SC: There was no intention to dissolve the firstpartnership upon the constitution of the second aseverything else was the same except for the fact thatthey took in an industrial partner: they pursued thesame purposes, the capital contributions call for thesame amounts, all subsequent renewals of TimberLicense were secured in favor of the first partnership,all businesses were carried out under the registeredarticles.M and R agreed to purchase the interest, share andparticipation of P and after, they became owners of the equipment contributed by P. Both consideredthemselves as partners as per their letters. It is not apartnership de facto or at will as it was existing andduly registered. The letter of M dissolving thepartnership is in effect a notice of withdrawal andmay be done by expressly withdrawing even beforeexpiration of the period with or without justifiablecause. As to the liquidation of the partnership it shallbe divided share and share alike after anaccounting has been made.R is not entitled to any profits as he failed to give theamount he had undertaken to contribute thus, hadbecome a debtor of the partnership.M cannot be liable for damages as R abandoned thepartnership thru his acts and also took funds in anamount more than his contribution.

Goguilay and Partnership vs. Sycip et. Al. Reyes J& L: & Facts: Tan Sin and Goguilay into a partnership in business of buying and selling real state properties. Partners stipulated that Tan Sin will be the managing partner and that heirs shall represent the deceased partnership incurred debts and Tan Sin died, he was represents the deceased partner should the 10 years lifetime of the partnership has not yet expired. When the partnership incurred debts and Tan Sin will be managing partnership has not yet expired.

When the partnership incurred and Tan Sin died, he has represented by his widow. In order to satisfy the partnerships debts the widow sold the properties to defendant. Goquilay opposed the sail assailing that widow has no authority to do so, without his Kn. Issue: Whether or not the consent of the other partner way necessary to perfect the sale of the partnership properties. Riling: First, Goquilay is stopped from asserting that upon the death of Tan Sin, his management of partnership affairs had also been terminated. He was stopped in the same that after the death of Tan Sin, the partnership affairs from 1945 to 1949. It is only when the sale with the defendant that the authority of the widow was questioned. It is a well settled rule that third persons. Are not bound in entering into a contract with any of the two partners, the ascertain whether or not his partner with whom the transaction is made has the consent of the other partner. The public need not make inquiries as to the agreement had between the partners. Its knowledge has enough that it is contracting with the partnership which is represented by one of the managing partners. Business Organization Singson vs. Isabela Sawmill Fernadez, J Facts: Isabela Sawmill was formed by partners Saldajeno, Lon and Timoteo. Withdraw from the partnership and after dissolution, L and T continued the business still under the name Isbel Sawmill. The partnership is indebted to various creditors and that Sheriff sold the assets of Isabela Sawmill to s and was subsequently sold to a separate company. Issue: Whether or not Isabela Sawmill ceased to be a partnership and that creditors could no longer demand payment. Ruling: On dissolution, the partnership is not terminated but continues until the winding up of the business. It does not appear that the withdrawal of S from the partnership was published in the newspapers. The Apelles and the public had a right to expect the public had a right to expect that whatever credit they extended to L & T doing business. In the name of the partnership could be enforced against the partnership of said partnership. The judicial foreclosure of the chattel mortrage executed in the favor of S did not relieve her from liability to the creditors of the partnership. It may be presumed S acted in good faith, the Apelles also acted in good faith in extending credit to they partnership. Where one of the two innocent persons must suffer, that persons must suffer, that person who gave occasion for the damages to be caused must bear the consequences. Tocao vs. CA and Nenita Anay 365 SCRA 463 G.R 127405 October 4, 2000 Ynares-Santiago, J:

Facts: Respondent met the petitioner through Belo. Petitioner Tacao conveyed her desire to enter into a joint venture with her and Anay is to be the marketing head of local distribution of kitchen wares, the former to finance the business. Anay was made to receive commissions based on her performance, as verbally agreed upon by her and Belo, the latter acting as the guarantor of Geminesse enterprise. In 1887, Belo signed a memorandum granting 37% commission to Anay for her business transaction. Two days after, Anay discovered that she was in effect no longer the head of marketing and had been barred from holding office. Issue: Whether or not Anay was an employee or partner of Tocao and thus entitled to damages. Ruling: The RTC and CA found the partnership between petitioners and private respondent exists based on the facts presented. This amount be determined by S.C To be considered as a judicial personality, a partnership must fulfill these requisites: 1) two or more persons bind themselves to contribute money, property or industry to a common fund; (2) intention on the part of the partners to divide profits among themes selves. Where no immovable le property in involved, an oral agreement will suffice to create partnership. Thus, a subject he 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. In 2001, SC issued a resolution, modifying its decision regarding as a partner to firm because he merely acted as a guarantor. As for the award of damages to Anay, the decision was sustained.

Primelink v Lopez (G.R. No. 167379 June 27, 2006) FACTS: Primelink Properties and Development Corporation (Primelink for brevity) isa domestic corporation engaged in real estate development. Rafaelito W. Lopez isits President and Chief Executive Officer.3Ma. Clara T. Lazatin Magat an d h er b roth ers, are co -own ers of two (2 ) ad join in g parcels of landlocated in Tagaytay City and covered by Transfer Certificate of Title(TCT) No. T-108484 of the Register of Deeds of Tagaytay City.O n M a r c h 1 0 , 1 9 9 4 , t h e L a z a t i n s a n d Primelink, represented by Lopez, in hiscapacity as President, entered into a Joi n t V e n t u r e A g r e e m e n t 5 ( J V A ) f o r t h e d ev e lop men t of th e aforeme n tion ed p rop erty into a resid en tial su b d ivision to b ekn own as "Tagaytay Gard en Villas." Un d er th e JVA, th e Lazatin sib lin gs ob liged themselves to contribute the two parcels of land as their share in the joint venture.F o r i t s p a r t , P r i m e l i n k u n d e r t o o k t o c o n t r i b u t e m o n e y , l a b o r , p e r s o n n e l , machineries, equipment, contractors pool, marketing ac t i v i t i e s , m a n a g e r i a l expertise and other needed resources to develop the property and construct thereinthe units for sale to the public.In a Letter13 d ated Ap ril 10, 1997, th e Lazatin s, th rou gh cou n sel, d eman d ed th at P r i m e l i n k c o m p l y w i t h i t s o b l i g a t i o n s u n d e r t h e J V A , o t h e r w i s e t h e a p p r o p r i a t e action wou ld b e filed again st it to p rotect t h eir righ ts an d interests . Th is imp elled the officers of Primelink to meet with the Lazatins and enabled the latter to reviewi t s b u s i n e s s r e c o r d s / p a p e r s . I n a n o t h e r L e t t e r 1 4 d a t e d O c t o b e r 2 2 , 1 9 9 7 , t h e Lazatins informed Primelink that they had decided to rescind the JVA effective uponits receipt of the said letter. The Lazatins demanded that Primelink cease and desistfrom further developing the property. Trial cou rt ren d ered a d ecision resc in d in g th e Join t Ven tu re Agreem en t execu ted b etween th e p lain tiffs an d th e d efen d an ts; immed iately restorin g to th e p lain tiffsp osse ssion of th e su b ject p arcels of lan d ; ord erin g th e d efen d an ts to ren d er an accounting of all income generated as well as expenses incurred and disbursementm ad e in con n ection with th e p roject. CA af firmed trial cou rts d ecision

ru lin gth at,under Philippine law, a joint venture is a form of partnership and is to be governedby the laws of partnership. ISSUE: WON trial court erred in rescinding the JVA between the parties HELD: SC affirmed appellate courts decision.Ratio Decid en d i: As a gen eral ru le, th e relation of th e p arties in join t ven tu res isg o v e r n e d b y t h e i r a g r e e m e n t . W h e n t h e a g r e e m e n t i s s i l e n t o n a n y p a r t i c u l a r I SSUE, the general principles of partnership may be resorted to. The legal conceptof a join t ven tu re is of common law origin . It has n o p recise legal d efin ition , bu t it has been generally understood to mean an organization formed for some temporary purpose. It is, in fact, hardly distinguishable from the partnership, since elementsar e sim ilar commu n ity of in terest in th e b u sin ess, sh arin g of p rofits an d losse s, a n d a m u t u a l r i g h t o f c o n t r o l . T h e m a i n d i s t i n c t i o n c i t e d b y m o s t o p i n i o n s i n common law jurisdictions is that the partnership contemplates a general businesswith some degree of continuity, while the joint venture is formed for the executionof a sin gle tran s action , an d is thu s of a temp orary n atu re. th is ob servation is n otentirely accurate in this jurisdiction, since under the Civil Code, a partnership mayb e p articu lar or u n iversal, an d a particu lar p artn ersh ip may h ave for its ob ject asp ec ific u n d ertakin g. It wou ld seem th erefore th at, u n d er Ph ilip p in e law, a join tv e n t u r e i s a f o r m o f p a r t n e r s h i p a n d s h o u l d t h u s b e g o v e r n e d b y t h e l a w s o f p artn ersh ip . Th e Su p reme Cou rt h as, h owever, recogn ized a d istin ction b etween these two business forms, and has HELD that although a corporation cannot enterinto a partnership contract, it may, however, engage in a joint venture with others.W h e n t h e R T C r e s c i n d e d t h e J V A o n c o m p l a i n t o f r e s p o n d e n t s b a s e d o n t h e evidence on record that petitioners willfully and persistently committed a breach of t h e J V A , t h e c o u r t t h e r e b y d i s s o l v e d / c a n c e l l e d t h e p a r t n e r s h i p . 5 4 W i t h t h e rescission of the JVA on account of petitioners fraudulent acts, all authority of anypartner to act for the partnership is terminated except so far as may be necessaryto win d u p th e p artnersh ip affairs or to comp lete tran saction s b egu n b u t n ot yet finished.55 On dissolution, the partnership is not terminated but continues until thew i n d i n g u p o f p a r t n e r s h i p a f f a i r s i s c o m p l e t e d . 5 6 W i n d i n g u p m e a n s t h e ad min istration of th e asse ts of th e p artn ersh ip for th e p u rpose of termin atin g th ebusiness and discharging the obligations of the partnership

MARJORIE TOCAO and WILLIAM T. BELO, petitioners, vs. COURT OF APPEALSand NENITA A. ANAY, respondent. RE SOLU TION The inherent powers of a Court to amend and control its processes and orders so asto m ake th em con formab le to law an d ju stice in clu d es th e righ t to reverse its elf, e s p e c i a l l y w h e n i n i t s h o n e s t o p i n i o n i t h a s c o m m i t t e d a n e r r o r o r m i s t a k e i n judgment, and that to adhere to its decision will cause injustice to a party litigant.1On November 14, 2001, petitioners Marjorie Tocao and William T. Belo filed a Motionfor Reconsideration of our Decision dated October 4, 2000. They maintain that therew a s n o p a r t n e r s h i p b e t w e e n p e t i t i o n e r B e l o , o n t h e o n e h a n d , a n d r e s p o n d e n t Nenita A. Anay, on the other hand; and that the latter being merely an employee of petitioner Tocao.A fter a carefu l revi ew of th e evi d en ce p resen ted , we are con vin ced th at, in d eed , p e t i t i o n e r B e l o a c t e d m e r e l y a s g u a r a n t o r o f G e m i n e s s e E n t e r p r i s e . T h i s w a s categorically affirmed by respondent's own witness, Elizabeth Bantilan, during hercross-examination. Furthermore, Bantilan testified that it was Peter Lo who was thecompany's financier. Thus:Q You mentioned a while ago the name William Belo. Now, what is the role of William Belo with Geminesse Enterprise?A - William Belo is the friend of Marjorie Tocao and he was the guarantor of thecompany.Q What do you mean by guarantor?A He guarantees the stocks that she owes somebody who is Peter Lo and heacts as guarantor for us. We can borrow money from him.Q - You mentioned a certain Peter Lo. Who is this Peter Lo?A - Peter Lo is based in Singapore.Q What is the role of Peter Lo in the Geminesse Enterprise?A - He is the one fixing our orders that open the L/C. Q - You mean Peter Lo is the financier?A - Yes, he is the financier.Q An d th e d efen d an t William Belo is m erely th e gu aran tor of Gemin es seEnterprise, am I correct?A Yes, sir2 Th e foregoin g w as n eith er refu ted n or con trad icted b y resp on d en t's evid en ce. Itshould

be recalled that the business relationship created between petitioner Tocaoan d resp on d en t An ay was an in formal p artn ersh ip , wh ich was n ot even record ed with the Securities and Exchange Commission. As such, it was understandable thatB e l o , w h o w a s a f t e r a l l p e t i t i o n e r T o c a o ' s g o o d f r i e n d a n d c o n f i d a n t e , w o u l d occasionally participate in the affairs of the business, although never in a formal oroffici al cap acity.3 Again, resp on d en t's witn es s, E lizab eth Ban tilan , con firmed th at p e t i t i o n e r B e l o ' s p r e s e n c e i n G e m i n e s s e E n t e r p r i s e ' s m e e t i n g s w a s m e r e l y a s guarantor of the company and to help petitioner Tocao.4Furthermore, no evidence was presented to show that petitioner Belo participatedi n t h e p r o f i t s o f t h e b u s i n e s s e n t e r p r i s e . R e s p o n d e n t h e r s e l f p r o f e s s e d lack of k n o w l e d g e t h a t p e t i t i o n e r B e l o r e c e i v e d a n y s h a r e i n t h e n e t i n c o m e o f t h e partnership.5 On the other hand, petitioner Tocao declared that petitioner Belo wasn o t e n t i t l e d t o a n y s h a r e i n t h e p r o f i t s o f G e m i n e s s e E n t e r p r i s e . 6 W i t h n o p articip ation in th e p rofits, p etition er Belo can n ot b e d eeme d a p artn er sin ce th eessence of a partnership is that the partners share in the profits and losses.7C o n s e q u e n t l y , i n a s m u c h a s p e t i t i o n e r B e l o w a s n o t a p a r t n e r i n G e m i n e s s e Enterprise, respondent had no cause of action against him and her c o m p l a i n t against him should accordingly be dismissed.As regard s th e award of d amages, p etition ers argu e th at resp on d en t sh ou ld b ed e e m e d i n b a d f a i t h f o r f a i l i n g t o a c c o u n t f o r s t o c k s o f G e m i n e s s e E n t e r p r i s e amounting to P208,250.00 and that, accordingly, her claim for damages should beb a r r e d t o t h a t e x t e n t . W e d o n o t a g r e e . G i v e n t h e c i r c u m s t a n c e s s u r r o u n d i n g p rivate resp on d en t's su d d en ou ster from th e p artn ersh ip b y p etition er Tocao, h eract of withholding whatever stocks were in her possession and control was justified,if on ly to serv e as secu rity for h er claims again st th e p artn ersh ip . However, wh ilewe do not agree that the same renders private respondent in bad faith and shouldb ar h er claim for d amages, w e fin d th at th e said su m of P208,250.00 sh ou ld b ededucted from whatever amount is finally adjudged in her favor on the basis of theformal account of the partnership affairs to be submitted to the Regional Trial Court. WHEREFORE, based on the foregoing, the Motion for Reconsideration of petitionersis PAR TIALLY G RANTE D. Th e Region al Trial Cou rt of Makati is h ereby ord ered toDISMISS th e comp lain t, docketed as Civil Ca se No. 88509, as again st p etitionerWilliam T. B elo on ly. Th e su m of P208,250. 00 s h all b e d ed u cted from wh atev er amount petitioner Marjorie Tocao shall be HELD liable to pay respondent after thenormal accounting of the partnership affairs.

Benjamin Yu v. National Labor Relations Commission & Jade Mountain ProductsCo. Ltd., Willy Co, Rhodora Bendal, Lea Bendal, Chiu Shian Jeng and Chen Ho-Fu G.R. No. 97212 June 30, 1993 Feliciano, J. Facts: Yu ex-Assistant General Manager of the marble quarrying and export business operatedby a registered partnership called Jade Mountain Products Co. Ltd. partnership was originally organized with Bendals as general partners and Chin Shian Jeng,Chen Ho-Fu and Yu Chang as limited partners; partnership business consisted of exploitinga marble deposit in Bulacan Yu , as Assistan t Gen eral Man ager, h ad a mon th ly salary of 4000. Yu , h owev er, actu ally r e c e i v e d o n l y h a l f o f h i s s t i p u l a t e d s a l a r y , s i n c e h e h a d a c c e p t e d t h e p r o m i s e o f t h e p artn ers th at th e balan ce wou ld b e p aid wh en th e firm sh all h ave secu red ad d ition alop eratin g fu nd s from ab road . Yu actually man aged th e op eration s an d fin an ces of th ebusiness; he had overall supervision of the workers at the marble quarry in Bulacan andtook charge of the preparation of papers relating to the exportation of the firms products. general partners Bendals sold and transferred their interests in the partnership to Co andEmmanuel Zapanta p artn ersh ip was con stitu ted solely b y Co an d Zap an ta; it con tin u ed to use th e old firm name of Jade Mountain

Yu dismissed by the new partners Issues: 1. WON the p a r t n e r s h i p w h i c h h a d h i r e d Y u a s A s s t . G e n . M a n a g e r h a d b e e n extinguished and replaced by a new partnership composed of Co and Zapanta; 2. if indeed anew partnership had come into existence, WON Yu could nonetheless assert his rights underhis employment contract with the old partnership as against the new partnership Held: 1. Yes. Changes in the membership of the partnership resulted in the dissolution of the old partnership which had hired Yu and the emergence of a new partnership composedof Co and Zapanta. Legal bases: Art. 1828. The dissolution of a partnership is the change in t h e r e l a t i o n o f t h e partners caused by any partner ceasing to be a s s o c i a t e d i n t h e c a r r y i n g o n a s distinguished from the winding up of the business. Art. 1830. Dissolution is caused:(1) without violation of the agreement between the partners;(b) by the express will of any partner, who must act in good faith, when no definite termor particular undertaking is specified;(2) in contravention of the agreement between the partners, where the circumstances donot permit a dissolution under any other provision of this article, by the express will of anypartner at any time; No winding up of affairs in this case as contemplated i n A r t . 1 8 2 9 : o n d i s s o l u t i o n t h e partnership is not terminated, but continues until the winding up of partnership affairs iscompleted the new partnership simply took over the business enterprise owned b y t h e o l d partnership, and continued using the old name of Jade Mountain P r o d u c t s C o m p a n y Limited, without winding up the business affairs of the old partnership, paying off its debts,liquidating and distributing its net assets, and then re-assembling the said assets or mostof them and opening a new business enterprise 2. Yes. the new partnership is liable for the debts of the old partnership Legal basis: Art. 1840 (see codal) Yu is entitled to enforce his claim for unpaid salaries, as well as other claims relating to hisemployment with the previous partnership, against the new partnership But Yu is not entitled to reinstatement. Reason: new partnership was entitled to appointan d h ire a n ew gen . or asst. gen . man ager to ru n th e affairs of th e b u sin ess en terp rise take over. An asst. gen. manager belongs to the most senior ranks of management and anew partnership is entitled to appoint a top manager of its own choice and confidence. Thenon-retention of Yu did not constitute unlawful termination. Th e n ew p artn ersh ip h ad itsown n ew Gen eral M an ager, Co, th e p rin cip al n ew own er h imsel f. Yu s old p osition th u s became superfluous or redundant. Yu is entitled to separation pay at the rate of one months pay for each year of service thathe had rendered to the old partnership, a fraction of at least 6 months being considered asa whole year.

EMNACE VS CA Facts: Petitioner Emilio Emnace, Vicente Tabanao and Jacinto Divinagraciawere partners in a business known as Ma. Nelma Fishing Industry. In1986, they decided to dissolve their partnership and executed anagreement of partition and distribution of the partnership propertiesamong them, consequent to Jacinto Divinagracia's withdrawal fromthe partnership. When petitioner failed to comply with the terms ofthe agreement and also on his promise to turn over to Tabanao'sheirs the deceased's 1/3 share in the total assets of the partnership,amounting to P30,000,000.00, respondents, Tabanao's heirs, filed anaction for accounting, payment of shares, division of assets anddamagesagainst petitioner.Petitioner filed a motion to dismiss the complaint and argued thatthe trial court did not acquire jurisdiction over the action becausethe prescribed docket fee was not paid considering the huge amountinvolved in the claim. The trial court, however, noted that a requestfor accounting was made in order that the exact value of thepartnership may be ascertained and, thus, the correct docket feemay be paid. Petitioner questioned the order of dismissalthrough apetition for certiorari before the Court of Appeals. The appellatecourt rendered the assaileddecision dismissing the petition forcertiorari, upon a finding that no

grave abuse of discretionamounting to lack or excess of jurisdiction was committed by thetrial court in issuing the questioned orders denying petitioner'smotions to dismiss. Hence, thepresent petition. Issue: Whether or not the court had jurisdiction over the case in absenceof respondent's payment of docket fees. Ruling: The instant petition is dismissed and the SC remanded the case tothe court of origin.According to the Court, the trial court does not have to employguesswork in ascertaining the estimated value of the partnership'sassets, for respondents themselves voluntarily peggedthe worththereof at Thirty Million Pesos (P30,000,000.00). Hence, this case isone which is really not beyond pecuniary estimation, but ratherpartakes of the nature of a simple collection case where the value ofthe subject assets or amount demanded is pecuniarily determinable.While it is true that the exact value of the partnership's total assetscannot be shown with certainty at the time of filing, respondents canand must ascertain, through informed and practical estimation, theamount they expect to collect from the partnership, particularlyfrom petitioner, in order to determine the proper amount of docketand other fees. It is thus imperative for respondents to pay thecorresponding docket fees in order that the trial court may acquire jurisdiction over the action.In Pilipinas Shell Petroleum Corporation v. Court of Appeals, thisCourt pronounced that the above-quoted provision "clearlycontemplates an initial payment of the filing fees corresponding tothe estimated amount of the claim subject to adjustment as to whatlater may be proved." Moreover, we reiterated therein the principlethat the payment of filing feescannot be made contingent ordependent on the result of the case. Thus, an initial payment of thedocket fees based on an estimated amount must be paidsimultaneous with the filingof the complaint. Otherwise, the courtwould stand to lose the filing fees should the judgment later turn outto be adverse to any claim of the respondent heirs.In order to avoid tremendous losses to the judiciary and to thegovernment as well, the payment of docket fees cannot be made dependent on the outcome of the case except when the claimant isa pauper litigant. Nowhere in the records does it appear thatrespondents are litigating paupers, and as such are exempted fromthe payment of court fees. not allege aspecific amount. They did, however, estimate the partnership's totalassets to be worth Thirty Million Pesos (P30,000,000.00), in a letteraddressed to petitioner. Respondents cannot claim that they areunable to make an estimate and avoid paying the initial docket feesby conveniently omitting the said amount in their amendedcomplaint. The estimated partnership's total assets can be made thebasis for the initial docket fees that respondents should pay. Even ifit were later established that the amount proved was less or morethan the amount alleged or estimated, Rule 141, Section 5(a)of theRules of Court specifically providesthat the court may refund theexcess or exact additional fees should the initial payment beinsufficient. Accordingly, the trial court was ordered to determinethe proper docket fee based on the estimated amount thatrespondents seekto collect from petitioner, and direct them to paythe same within a reasonable time, provided the applicableprescriptive or reglementary period has not yet expired. The otherissues pointed out by petitioner were likewise dismissed for lack of merit.Based on the foregoing, the trial court erred in not dismissing thecomplaint outright despite their failure to pay the proper docketfees. Nevertheless, as in other procedural rules, it maybe liberallyconstrued in certain cases if only to secure a just and speedydisposition of an action.While the rule is that the payment of thedocket fee in the proper amount should be adhered to, there arecertain exceptions which must be strictly construed. In recentrulings, this Court has relaxedthe strict adherence to theManchester doctrine, allowing the plaintiff to pay the proper docketfees within a reasonable time before the expiration of the applicableprescriptive or reglementary period. Accordingly, the trial court inthe case at bar should determine the proper docket fee based on theestimated amount that respondents seek to collect from petitioner,and direct them to pay the same within a reasonable time, providedthe applicable prescriptive or reglementary period has not yetexpired. Failure to comply therewith, and upon motion by petitioner,the immediate dismissal of the complaint shall issue on jurisdictionalgrounds.

Feu Leung vs Intermediate Appellate CourtFacts:The Sun WahPanciteria, a restaurant, located at Florentino Torres Street, Sta. Cruz, Manila, wasestablished sometime in October, 1955. It was registered as a single proprietorship and its licenses andpermits were issued to and in favor of petitioner Dan Fue Leung as the sole proprietor. RespondentLeung Yiu adduced evidence during the trial of the case to show that Sun WahPanciteria was actually apartnership and that he was one of the partners having contributed P4,000.00 to its initialestablishment.Issue: whether or not the private respondent is a partner of the petitioner in the establishment of SunWahPanciteria.Held: 1) two or more persons bind themselves to contribute money, property, or industry to acommon fund; and 2) intention on the part of the partners to divide the profits among themselves havebeen established. As stated by the respondent, a partner shares not only in profits but also in the lossesof the firm. If excellent relations exist among the partners at the start of business and all the partnersare more interested in seeing the firm grow rather than get immediate returns, a deferment of sharingin the profits is perfectly plausible. It would be incorrect to state that if a partner does not assert hisrights anytime within ten years from the start of operations, such rights are irretrievably lost. Theprivate respondent's cause of action is premised upon the failure of the petitioner to give him theagreed profits in the operation of Sun WahPanciteria. In effect the private respondent was asking for anaccounting of his interests in the partnership

ANTONIO C. GOQUIOLAY, ET AL. vs. WASHINGTON Z. SYCIP, ET AL.

G.R. No. L-11840, December 10, 1963REYES, J.B.L., J. FACTS:Tan Sin An and Antonio Goquiolay enteredinto a general commercial partnership which was tolast for 10years for the purpose of dealing in realestate. The agreement lodged upon Tan Sin An thesolemanagement of affairs of the the deceased partner shall berepresented attorney (GPA) was executed by Goquiolay infavor of Tan Sin An whichincluded buy, sell, alienate and convey properties ofthe partnership as well asobtain loans as he maydeem advisable for the best interest of the co the GPA, thepartnership through Tan Sin An purchased 3 parcelsof land which was mortgaged to LaUrbana Sociedadand another 46 parcels of land which whichwerepurchased by Tan Sin An in hisindividual capacity,and assumed mortgaged debt thereon. The downpaymentfor the 46 parcels of landwas advanced by Yutivo and Co. The two separate obligations were consolidated in aninstrumentexecuted by the partnership and Tan Sin An,whereby the entire 49 lots were mortgaged infavorof the BancoHipotecario de Filipinas (as successor toLa Urbana). Repeated demandsforpaymentwere made by BancoHipotecario on thepartnership and on Tan Sin An which was initiallypaid by Yutivoand Co. and Sing Yee Cuan and Co.The mortgage waseventually cancelled. Now Yutivo and Sing Yee CuanCompany filed their claims in the intestateproceedings of Tan Sin An. Kong Chai Pin filed apetitionwith the probate court for authority to sell allthe 49 parcels of land to Washington Sycip and BettyLeefor the purpose primarily of settling the aforesaiddebts of her husband and the partnership. The courtordered the execution of deed of sale in favor of Sycip and Lee in consideration of P37,000.00 andassuming payment of the claims filed by Yutivo&Co.and of transfercovering said 49 parcels of land.Upon learning the sale,the surviving partner Goquiolay filed a petition to set aside thedecision of the probate court and annulthe sale ofthe parcels of land by Kong Chai Pin in favor of Sycipand Lee and their subsequent conveyancein favor ofInsularDevt. Co. in so far as the 3 lots owned by thepartnership is concerned. Kong Chai Pinaverred thevalidity of the sale as successor partner, in lieu of thelate Tan Sin An. The complaint wasdismissed by thelower court and appeal was directly taken to the SCbyGoquiolay. ISSUE:1.Whether or not Kong Chai Pin acquired the managerialrights of her late husband Tan Sin An2. Whether or not there was a valid sale of property to Sycip andLeeHELD:1. The right of exclusive managementconferred upon demise. The provision in thearticles of partnership stating that the deceasedpartner shall be represented by his heirs could nothave referred tothe managerial rights given to TanSin An but it more appropriately relates to thesuccession in thepropriety interest of each partner(heir becomes limited partner only).

thefirmnotwithstanding the death of one of the partners, theheir of the deceased, by never repudiatingorrefusing to be bound under said provision, becameindi Chai Pin to retain control of thepartnership properties from 1942 to 1949,Goquiolayis estopped from denying her legal representation ofthe partnership, with the power to bind itwith propercontracts. By authorizing the widow of the managingpartner to manage partnershipproperty (which alimited partner could not be authorized to do), theother general partner recognizedher as a generalpartner, and is now in estoppel to deny her positionas a general partner, with authorityto administerand alienate partnership property.

DOMINGO BEARNEZA, plaintiff-appelle,vs. BALBINO DEQUILLA, defendant-appellant.Facts: In the year 1903, Balbino Dequilla, the herein defendant, and Perpetua Bearneza formed apartnership for the purpose of exploiting a fish pond with Perpetua obligating herself to contributeto the payment of the expenses of the business, which obligation she made good, and bothagreeing to divide the profits between themselves, which they had been doing until the death of the said Perpetua in the year 1912- Th e d ecea sed left a will in on e of th e clau ses of wh ich sh e ap p ointed Domin go Bearn ez, th e h erein plaintiff, as her heir to succeed to all her rights and interests in the fish pond in question-Do min go Bearn ez th en in stitu ted an action to recover a p art of th e fish p ond b elon gin g to th e decedent, including of the profits received by the defendant from the years 1913-1919 The defendant alleges that "the formation of the supposed partnership between the plaintiff andthe defendant for the exploitation of the aforesaid fish pond was not carried into effect, on accountof the plaintiff having refused to defray the expenses of reconstruction and exploitation of said fishpond." and further averred that the right of the plaintiff had already prescribed

Judgment was then rendered declaring the plaintiff owner of one-half of the fish pond but withoutmay awarding him any damages- F r o m t h i s j u d g m e n t t h e d e f e n d a n t a p p e a l s Issue/Held: W/N the plaintiff has any right to maintain an action for recovery of the said one-half of the fishpond / NONERatio: The partnership formed was a particular partnership, it having had for its subject-matter a specifiedthing, the exploitation of the aforementioned fish pond-Alth ou gh , as th e trial cou rt says in its d ecision , th e d efen d an t, in h is letters to Perp etu a or h er husband, makes reference to the fish pond, calling it "our," or "your fish pond," this referencecannot be held to include the land on which the said fish pond was built-It h as n ot b een p roven that Bearn eza p articipated in th e own ersh ip of th e said lan d o Therefore, the land on which the fish pond was constructed did not constitute part of thesubject-matter of the partnership This partnership was dissolved by the death of Perpetua Bearneza o Neither can it be maintained that the partnership continued to exist after the death of Perpetua, inasmuch as it does not appear that any stipulation to that effect has ever beenmade by her and the defendant- Th e p artn ersh ip h avin g b een d issolved b y th e d eath of Perp etu a Bearn eza, its su b seq u en t legal status was that of a partnership in liquidation, and the only rights inherited by her testamentaryheir, the herein plaintiff, were those resulting from the said liquidation in favor of the deceasedpartner, and nothing more Before th is liq u id ation is mad e, wh ich u p to th e p resen t h as n ot b een effected , it is imp ossib le to determine what rights or interests, if any, the deceased had, the partnership bond having beendissolved- Th ere is n o su ffici en t grou n d for h old in g th at a commu n ity of p rop erty existed b etween th e p lain tiff and the defendant, it not being known whether the deceased still had any interest in thepartnership property which could have been transmitted by will to the plaintiff Furthermore, it cannot be said that the partnership continued between the plaintiff and thedefendant. It is true that the latter's act in requiring the heirs of Perpetua to contribute to thepayment of the expenses of exploitation of the aforesaid fishing industry was an attempt tocontinue the partnership, but it is also true that neither the said heirs collectively, nor the plaintiff individually, took any action in response to that requirement, nor made any promise to that effect,and therefore no new contract of partnership existedThe decision is hereby REVERSED.