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Petitioners insists that Jose Lim was the partner of Norberto and Jimmy and not Elfledo (late husband of respondent) the court applying 1769 of the Civil Code held that Elfledo is a partner. The mining suffered serious loses which ended business of both parties evidenced by their execution of a "compromise agreement"
Petitioners insists that Jose Lim was the partner of Norberto and Jimmy and not Elfledo (late husband of respondent) the court applying 1769 of the Civil Code held that Elfledo is a partner. The mining suffered serious loses which ended business of both parties evidenced by their execution of a "compromise agreement"
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Petitioners insists that Jose Lim was the partner of Norberto and Jimmy and not Elfledo (late husband of respondent) the court applying 1769 of the Civil Code held that Elfledo is a partner. The mining suffered serious loses which ended business of both parties evidenced by their execution of a "compromise agreement"
Drepturi de autor:
Attribution Non-Commercial (BY-NC)
Formate disponibile
Descărcați ca DOC, PDF, TXT sau citiți online pe Scribd
( Trucking Business ) its income that is left in the project, in F: Petitioners insists that Jose Lim was the addition to its actual mining claim. partner of Norberto and Jimmy and not Meanwhile, petitioner's contribution would Elfledo (late husband of respondent) and consist of its expertise in the therefore all the properties acquired by management and operation of mines, as Elfledo and respondent form part of the well as the manager's account which is estate of Jose, having been derived from the comprised of P11M in funds and property alleged partnership. and petitioner's "compensation" as manager that cannot be paid in cash. I: W/N Elfledo is a partner of the said trucking The mining suffered serious loses which company. ended business of both parties evidenced by their execution of a “compromise H: agreement.” • The court applying 1769 of the Civil The CIR assessed Philex Mining for tax Code held that Elfledo is a partner. deficiencies. It stressed that Philex entered • Cresencia Lim testified that jose gave into a partnership with Baguio Gold. Elfledo 50k, as share in the Petitioner denied the allegations of the CIR partnership, on a date that coincided and maintained that its advances of money with the payment of the initial capital and property to Baguio Gold were in a nature of the partnership of a loan as evidenced by the “compromise • Elfledo ran the affairs of the agreement”. partnership, wielding absolute control, power and authority, without I: W/N Philex and Baguio Mining formed intervention or opposition whatsoever partnership. of the petitioners herein; • All the properties particularly the 9 H: trucks of the partnership were • Yes. The parties entered into the registered in the name of Elfledo. compromise agreements as a • Jimmy testified that Elfledo did not consequence of the dissolution of their receive wages or salaries from the business relationship. It did not define partnership, indicating that what he that relationship or indicate its real actually received were shares of the character. profits of the business; • The relationship of the parties may be • None of the petitioners, as heirs of gleaned upon the “power of attorney” Jose, the alleged partner, demanded document entered between the 2. periodic accounting from Elfledo • An examination of the "Power of during his lifetime. Attorney" reveals that a partnership or joint venture was indeed intended by Philex Mining Corp vs. CIR the parties. Under a contract of (Joint Venture for Mining) partnership, two or more persons bind themselves to contribute money, F: Petitioner entered into an agreement with property, or industry to a common Baguio Gold, where the former agreed to fund, with the intention of dividing the manage the mining operations of the latter. profits among themselves. The agreement was evidenced by a “Power • The term “compensation” found in the of Attorney”. It was indicated in the said said document could not be deemed document, that Baguio Gold would contribute as “wages”. It is impossible for a company to give a salary to an F: Petitioner is the manager of A.C. Aguila & employee representing 50% of its net Sons, Co, a partnership engaged in lending profit. activities. Private respondent Felicidad • While a corporation, like petitioner, Abrogar entered into a MOA w/ A.C. Aquila & cannot generally enter into a contract Sons involving a pacto de retro sale of a of partnership unless authorized by house & lot. As private respondent failed to law or its charter, it has been held that redeem the property within the prescribed it may enter into a joint venture which period, petitioner caused the cancellation of is akin to a particular partnership: TCT and the issuance of the new certificate • under Philippine law, a joint venture is of title in the name of the partnership. a form of partnership and should be Private respondent filed a petition for a governed by the law of partnerships declaration of the nullity of the deed of sale and a criminal complaint for forgery against petitioner alleging that the signature of her husband was a forgery because he was Tocao vs. CA already dead when the deed was supposed to have been executed. F: Petitioners maintain that there was no Petitioner now contends that he is not the partnership between petitioner Belo, on one real party in interest but A.C. Aguila & Co., hand, and respondent Nenita Anay, on the against which this case should have been other hand; and that the latter being merely brought. an employee of petitioner Tocao. It was found out that Belo sometimes would I: W/N petitioner is the real party in interest. participate in Geminesse Enterprise meetings to help petitioner Tocao. H: • Art. 1768 of the Civil Code, a I: W/N Belo is a partner of Tocao. partnership has a juridical personality separate and distinct from that of H: each partner. The partners cannot be • No. Belo’s presence in Geminesse held liable for the obligations of the Enterprise’s meetings was merely as partnership unless it is shown that the guarantor of the company and to help legal fiction of a different juridical Tocao his personal friend. personality is being used for • Respondent herself professed lacked fraudulent, unfair, or illegal purposes. of knowledge that petitioner Belo • In this case. Private respondent has received any share in the profits of not shown that A.C. Aguila & Sons, Geminesse. Co., represented by petitioner. Hence, • On the other hand, Tocao declared it is the partnership, not its officers or that Belo was not entitled to any share agents, which should be impleaded in in the profits of the enterprise. any litigation involving property • With no participation in the profits, registered in its name. petitioner Belo cannot be deemed a partner; since the essence of a Ortega vs. CA partnership is that the partners share in the profits and losses. F: Petitioner filed a MR for the decision of the SEC en banc which dissolved the partnership Aguila, Jr. vs. CA of “Bito, Misa & Lozada” upon withdrawal of Atty. Joaquin L. Misa. He also asked for an appointment of a receiver to take over the adoption of firm names without any assets of the dissolved partnership and to restriction as to the use, in such firm take charge of the winding up of its affairs. name, of the deceased partner. 3. The Canons of Professional Ethics are I: W/N the CA erred in holding that the not transgressed because as adopted withdrawal of private respondent dissolved by American Bar Association: “the the partnership regardless of his good or bad continued use of the name of a faith. deceased or former partner when permissible by local custom is not H: unethical, but care should be taken • The birth and life of a partnership at that no imposition or deception is will is predicated on the mutual desire practiced through this use.” and consent of the partners. The right 4. The deaths of the partners were well- to choose with whom a person wishes publicized. to associate himself is the foundation 5. No local custom prohibits the and essence of partnership. continued use of the partner’s name in • Its continued existence is, in turn, a professional firm’s name. dependent on the mutual resolve, 6. The continued use of the deceased along with each partner’s capability to partner’s name in the firm name of give it, and the absence of a cause for law partnerships has been consistently dissolution provided by law itself. allowed by US Courts. Verily, any one of the partners may, at his sole pleasure, dictate dissolution of I: W/N the names of the deceased the partnership at will. He must partners should be allowed to continue in however, act in good faith not that the use in the firm name. attendance of bad faith can prevent the dissolution of the partnership at H: will. • “Art. 1815. Every partnership shall operate under a firm name, which In the matter of the Petition for may or may not include the name Authority To Continue use of the firm of one or more of the partners.” name “Ozaeta, Romulo, etc. “Those who, not being members of the partnership, include their F: 2 separate petitions were filed by the names in the firm name, shall be surviving partners of Atty. Alexander Sycip subject to the liability of a partner.” and the surviving partners of Herminiano (partners should be living persons Ozaeta, praying that they be allowed to who can be subjected to liability) continue using, in the name of their firms, • Art. 1840 treats more of a the names of partners who passed away. commercial partnership with a Arguments: good will to protect rather than a 1. Under the law, a partnership is not professional partnership, with no prohibited from continuing its business sealable good will but whose under a firm name which includes the reputation depends on the personal name of the deceased partner.( Art. qualifications of its individual 1840 of the Civil Code ) members. 2. In regulating other professions, such • The partnership for the practice of as accountancy and engineering, the law cannot be likened to legislature has authorized the partnerships formed by other professionals or for business. The present on the basis of the fact that practice of law is also a special petitioners purchased certain parcels privilege, highly personal and of land and became co-owners partaking of the nature of a public thereof. trust. • The transactions were isolated. The • Firm names, under local customs, character of habituality peculiar to identify the more active and more business transactions for the purpose senior members or partners of the of gain was not present. law firm. • The sharing of returns does not in • The possibility of deception upon itself establish a partnership whether the public, real, or consequential, or not the persons sharing therein where the name of a deceased have a joint or common right or partner continues to be used interest in the property. There must cannot be ruled out. be a clear intent to form a NB: Rule 3.02 of the CPR approved and partnership, the existence of a promulgated by the SC on June 21,1988 in juridical personality different from the effect abandoned the ruling in the Sycip individual partners, and the freedom case. (see Art. 1815 Civil Code) of each party to transfer or assign the whole property. Pascual vs. CIR Aurbach vs. Sanitary Wares F: The petitioners Pascual and dragon bought (Partnership; Joint Venture; Foreign and 5 parcels of land. The first 2 were sold in Domestic Corp) 1968, while the remaining 3 were sold in 1970. Petitioners paid the corresponding F: This consolidated petition assailed the capital gains taxes on both sales availing the decision of the CA directing a certain tax amnesties way back in 1974. However, MANNER OF ELECTION OF OFFICERS IN THE the CIR assessed and required petitioners to BOARD OF DIRECTORS pay corporate income taxes for the said *There are two groups in this case, the years. Respondent insisted that in both Lagdameo group composed of Filipino years, petitioners as co-owners in the real investors and the American Standard Inc. estate transactions formed an unregistered (ASI) composed of foreign investors. partnership taxable as corporation. The ASI Group and petitioner Salazar (G.R. Nos. 75975-76) contend that the actual I: W/N petitioners formed a partnership in intention of the parties should be viewed both transactions. strictly on the "Agreement" dated August 15,1962 wherein it is clearly stated that the parties' intention was to form a corporation and not a joint venture.
H: I: The main issue hinges on who were the
• No. There is no evidence that the duly elected directors of Saniwares for the petitioners entered into an agreement year 1983 during its annual stockholders' to contribute money, property or meeting held on March 8, 1983. To answer industry in a common fund, and that this question the following factors should be they intended to divide the profits determined: among themselves. Respondent CIR just assumed these conditions to be *(1) the nature of the business established has been generally understood to by the parties whether it was a joint venture mean an organization formed for or a corporation and some temporary purpose. It is in fact hardly distinguishable from the H: partnership, since their elements are • While certain provisions of the similar community of interest in the Agreement would make it appear that business, sharing of profits and losses, the parties thereto disclaim being and a mutual right of control. partners or joint venturers such • The main distinction cited by most disclaimer is directed at third parties opinions in common law jurisdictions is and is not inconsistent with, and does that the partnership contemplates not preclude, the existence of two a general business with some distinct groups of stockholders in degree of continuity, while the Saniwares one of which (the Philippine joint venture is formed for the Investors) shall constitute the execution of a single transaction, majority, and the other ASI shall and is thus of a temporary nature. constitute the minority stockholder. In any event, the evident intention of Ona vs. CIR the Philippine Investors and ASI in entering into the Agreement is to F: In 1944 Lorenzo Ona was appointed enter into a joint venture administrator of the estate of his late wife enterprise Julia Bunales. The administrator submitted • An examination of the Agreement the project of partition, which was approved shows that certain provisions were by the court. However, there was no attempt inccuded to protect the interests of was made to divide the properties among his ASI as the minority. For example, the 5 children. Instead, the properties remained vote of 7 out of 9 directors is required under the management of Lorenzo who used in certain enumerated corporate acts. ASI is contractually entitled to the said properties in business by leasing or designate a member of the Executive selling them and investing the income Committee and the vote of this derived therefrom. member is required for certain In the years 1944 to 1954, respondent CIR transactions did treat petitioners as co-owners, not liable • The Agreement also requires a 75% to corporate tax, and it was only from 1955 super-majority vote for the that CIR considered them as having formed amendment of the articles and by- laws of Saniwares. ASI is also given an unregistered partnership. the right to designate the president and plant manager .The Agreement I: W/N an unregistered partnership was further provides that the sales policy formed. of Saniwares shall be that which is normally followed by ASI and that H: Saniwares should not export "Standard" products otherwise than • Yes. It is admitted that all profits from through ASI's Export Marketing these ventures were divided among Services. Under the Agreement, ASI petitioners proportionately in agreed to provide technology and accordance with their respective know-how to Saniwares and the latter shares in the inheritance. paid royalties for the same. • From the moment petitioners allowed • The legal concept of a joint not only the incomes from their venture is of common law origin. It respective shares but even the has no precise legal definition but it properties themselves to be used by purpose was to engage in real estate Lorenzo as a common fund in transactions for monetary gain and undertaking several transactions or then divide the same among business, with the intention of themselves. deriving profit to be shared by them • In the case at bar, there was a proportionately, such act was common fund used in a series of tantamount to actually contributing transactions; the property thus such incomes to a common fund and, acquired was not used for residential in effect they thereby formed an or other purposes other than leasing. unregistered partnership taxable by Such properties having been under law. management by one person with full power to lease and such condition Reyes vs. CIR existed for 10 years already. • The collective effect of these F: Petitioners purchased a lot and building. circumstances is such as to leave no The initial payment was shared equally by room for doubt on the existence of the respondents. At the time of the said intent in the petitioners herein. purchase, the building was leased to various tenants, whose rights under the lease Sardane vs. CA contracts with the original owners, the purchasers, petitioners herein, agreed to F: Petitioner advanced the theory that he is a respect. The administration of the building partner of private respondent and not a mere was entrusted to an administrator who employee indebted to the latter. Petitioner’s collected the rents; kept books and records bases are the promissory notes executed by and rendered statement of accounts to the private respondent in favor of petitioner as owners. Petitioners divided equally the allegedly his share or contribution for the income of operation and maintenance. partnership. The CTA held that petitioners formed a partnership taxable by law applying the I: W/N there exists a partnership between ruling in Evangelista case. petitioner and private respondent.
I: W/N petitioners indeed formed a H:
partnership as contemplated by law. • No. While receipt of a share in the profits of the business is a prima facie H: evidence that the person is receiving • Yes. The essential elements of the same as a partner, no inference partnerships are present in this case, shall be drawn if such profits were namely; (a) an agreement to received in payment of his wages as contribute money, property, or an employee. industry to a common fund; and (b) intent to divide the profits among the Gallemit vs. Tabliran contracting parties. (Co-ownership; Without intent for profit) • The first was already admitted and F: This suit concerns the partition of a piece therefore it boils down to their intent of land held pro indiviso which the plaintiff in acting as they did. and the defendant had acquired in common • Upon consideration of the from its original owner. By the refusal of the circumstances surrounding the case, it defendant to divide the property, the plaintiff was found out that the petitioner’s was compelled to bring the proper action for The Commissioner acted on the theory that the enforcement of partition. the four petitioners had formed an Petitioner asserts that a contract of unregistered partnership or joint venture partnership was created between them. within the meaning of sections 24(a) and Defendant simply denied the its existence. 84(b) of the Tax Code]
I: W/N partnership exists. I: W/N an unregistered partnership was
formed. H: • No. It does not appear that any H: contract of partnership whatever was • No. Their original purpose was to made between them for the purposes divide the lots for residential purposes. expressed in article 1665 of the Civil If later on they found it not feasible to Code, for the sole transaction build their residences on the lots performed by them was the because of the high cost of acquisition jointly by mutual construction, then they had no choice agreement of the land in question, but to resell the same to dissolve the since it was undivided, under the co-ownership. condition that they each should pay • The division of the profit was merely one-half of the price thereof and that incidental to the dissolution of the co- the property so acquired should be ownership which was in the nature of divided between the two purchasers; things a temporary state. It had to be and as, under this title, the plaintiff terminated sooner or later. and the defendant are the co-owners • Article 1769(3) of the Civil Code of the said land, the partition or provides that "the sharing of gross division of such property held in joint returns does not of itself establish a tenancy must of course be allowed, partnership, whether or not the and the present possessor of the land persons sharing them have a joint or has no right to deny the plaintiff's common right or interest in any claim on grounds or reasons property from which the returns are unsupported by proof. derived". There must be an unmistakable intention to form a partnership or joint venture.
Obillos vs. CIR
(Profit merely incidental) F: This case is about the income tax liability of four brothers and sisters who sold two parcels of land which they had acquired from their father. Commissioner of Internal Revenue required the four petitioners to pay corporate income tax on the total profit of P134,336 in addition to individual income tax on their shares thereof He assessed P37,018 as corporate income tax, P18,509 as 50% fraud surcharge and P15,547.56 as 42% accumulated interest, or a total of P71,074.56.