PASCUAL vs.

COMMISSIONER OF INTERNAL REVENUE

166 SCRA 560
Petitioners: Mariano P. Pascual and Renato P. Dragon
Respondents: The Commissioner of Internal Revenue and Court of Tax Appeals
Ponente: J. Gancayco
FACTS:
On June 26, 1979, petitioners wrote a letter protesting an assessment made by the commissioner of
internal revenue in respect with the sale of land that the petitioners transacted on years 1968 and 1970
as follows:
(a) Two (2) parcels of land bought from S. Bernardino on June 22, 1965 and sold to Marenir
Development Corp. on 1968 realizing a net profit of P165, 224.70.
(b) Three (3) parcels of land bought from J. Roque on May 28, 1966 and sold to E. Reyes and M.
Samson on 1970 realizing a net profit of P60, 000.
The corresponding capital gain taxes were paid by petitioners on 1973 and 1974 by availing of the tax
amnesties granted in the said years. However, in the assessment letter dated March 31, 1979 sent by
the commissioner of internal revenue, petitioners are still liable for the amount of P107, 101.70 as
alleged deficiency corporate income taxes.
Moreover, in response to the protest made by petitioners in June 26, 1979, the commissioner of internal
revenue claims that in the years 1968 and 1970, petitioners as co-owners in the real estate transactions
formed an unregistered partnership or joint venture taxable as a corporation under Section 20(b) and its
income was subject to the taxes prescribed under Section 24, both of the National Internal Revenue
Code.
Petitioners filed a petition for review with the respondent Court of Tax Appeals docketed as CTA Case
No. 3045 but on March 30, 1987, the respondent court affirmed the decision and action taken by the
respondent commissioner with costs against petitioners.
It ruled that on the basis of the principle enunciated in Evangelista an unregistered partnership was in
fact formed by petitioners which like a corporation was subject to corporate income tax distinct from
that imposed on the partners. In a separate dissenting opinion, Associate Judge Constante Roaquin
stated that considering the circumstances of this case, although there might in fact be a co-ownership
between the petitioners, there was no adequate basis for the conclusion that they thereby formed an
unregistered partnership which made "hem liable for corporate income tax under the Tax Code. Hence,
this petition wherein petitioners invoke as basis thereof the following alleged errors of the respondent
court.

WHEREFROM, the petition is hereby GRANTED and the decision of the respondent Court of Tax Appeals
of March 30, 1987 is hereby REVERSED and SET ASIDE and another decision is hereby rendered relieving
petitioners of the corporate income tax liability in this case, without pronouncement as to costs.
ISSUE:
1.) Whether or not the petitioners did form an unregistered partnership
2.) Whether or not the petitioners are liable for the alleged corporate income tax claimed by the
commissioner of internal revenue with respect to the sale of parcels of land
DOCTRINE OF THE CASE W/ REGARD TO PARTNERSHIP:
Article 1767 Characteristic elements and essential features of a partnership
Article 1769 Distinction of Partnership and Co-ownership
HELD:
1.) No. In the present case, there is no evidence that petitioners entered into an agreement to
contribute money, property or industry to a common fund, and that they intended to divide the
profits among themselves. Respondent commissioner and/ or his representative just assumed
these conditions to be present on the basis of the fact that petitioners purchased certain parcels
of land and became co-owners thereof. And also, the series of transactions they made in the
years aforementioned are isolated. The character of habituality peculiar to business transactions
for the purpose of gain was not present.
2.) No. Since there is no such existing unregistered partnership with a distinct personality nor with
assets that can be held liable for said deficiency corporate income tax, the petitioners can be
held individually liable as partners for this unpaid obligation of the partnership (for the sake of
argument, assuming there is) However, as petitioners have availed of the benefits of tax
amnesty as individual taxpayers in these transactions, they are thereby relieved of any further
tax liability arising therefrom.