JOSEFINA P. REALUBIT vs. PROSENCIO D.

JASO and EDENG JASO

G.R. No. 178782
September 21, 2011
FACTS
Petitioner Josefina Realubit entered into a Joint Venture Agreement with Francis Eric Amaury
Biondo, a French national, for the operation of an ice manufacturing business. With Josefina as the
industrial partner and Biondo as the capitalist partner, the parties agreed that they would each receive
40% of the net profit, with the remaining 20% to be used for the payment of the ice making machine which
was purchased for the business. For and in consideration of the sum of P500,000.00, however, Biondo
subsequently executed a Deed of Assignmenttransferring all his rights and interests in the business in
favor of respondent Eden Jaso, the wife of respondent Prosencio Jaso. With Biondos eventual departure
from the country, the Spouses Jaso caused their lawyer to send Josefina a letter apprising her of their
acquisition of said Frenchmans share in the business and formally demanding an accounting and
inventory thereof as well as the remittance of their portion of its profits.
Faulting Josefina with unjustified failure to heed their demand, the Spouses Jaso commenced the
instant suit for specific performance, accounting, examination, audit and inventory of assets and
properties, dissolution of the joint venture, appointment of a receiver and damages. The said complaint
alleged that the Spouses Realubit had no gainful occupation or business prior to their joint venture with
Biondo and that aside from appropriating for themselves the income of the business, they have
fraudulently concealed the funds and assets thereof thru their relatives, associates or dummies. The
Spouses Realubit claimed that they have been engaged in the tube ice trading business under a single
proprietorship even before their dealings with Biondo.
The RTC rendered its Decision discounting the existence of sufficient evidence from which the
income, assets and the supposed dissolution of the joint venture can be adequately reckoned. Upon the
finding, however, that the Spouses Jaso had been nevertheless subrogated to Biondos rights in the
business in view of their valid acquisition of the latters share as capitalist partner. On appeal before the
CA, the foregoing decision was set aside
upon the following findings that the Spouses Jaso validly acquired Biondos share in the business which
had been transferred to and continued its operations and not dissolved as claimed by the Spouses
Realubit.
1.
2.
3.

ISSUES
Whether there was a valid assignment or rights to the joint venture
Whether the joint venture is a contract of partnership
Whether Jaso acquired the title of being a partner based on the Deed of Assignment

RULING
1.
Yes. As a public document, the Deed of Assignment Biondo executed in favor of Eden not only
enjoys a presumption of regularity but is also considered prima facie evidence of the facts therein
stated. A party assailing the authenticity and due execution of a notarized document is, consequently,
required to present evidence that is clear, convincing and more than merely preponderant. In view of the
Spouses Realubits failure to discharge this onus, we find that both the RTC and the CA correctly upheld
the authenticity and validity of said Deed of Assignment upon the combined strength of the abovediscussed disputable presumptions and the testimonies elicited from Eden and Notary Public Rolando
Diaz.
2.
Yes. Generally understood to mean an organization formed for some temporary purpose, a joint
venture is likened to a particular partnership or one which has for its object determinate things, their use
or fruits, or a specific undertaking, or the exercise of a profession or vocation. The rule is settled that joint
ventures are governed by the law on partnerships which are, in turn, based on mutual agency or delectus
personae.

3.
No. It is evident that the transfer by a partner of his partnership interest does not make the
assignee of such interest a partner of the firm, nor entitle the assignee to interfere in the management of
the partnership business or to receive anything except the assignees profits. The assignment does not
purport to transfer an interest in the partnership, but only a future contingent right to a portion of the
ultimate residue as the assignor may become entitled to receive by virtue of his proportionate interest in
the capital. Since a partners interest in the partnership includes his share in the profits, we find that the
CA committed no reversible error in ruling that the Spouses Jaso are entitled to Biondos share in the
profits, despite Juanitas lack of consent to the assignment of said Frenchmans interest in the joint
venture. Although Eden did not, moreover, become a partner as a consequence of the assignment and/or
acquire the right to require an accounting of the partnership business, the CA correctly granted her prayer
for dissolution of the joint venture conformably with the right granted to the purchaser of a partners
interest under Article 1831 of the Civil Code.
Antonio C. Goquilay, ET AL. vs. Washington Z. Sycip, ET AL. GR NO. L-11840, December 10, 1963

FACTS:
Tan Sin An and Goquiolay entered into a general commercial partnership under the partnership name
Tan Sin An and Antonio Goquiolay for the purpose of dealing in real estate. The agreement lodged upon
Tan Sin An the sole management of the partnership affairs. The lifetime of the partnership was fixed at ten
years and the Articles of Co-partnership stipulated that in the event of death of any of the partners before
the expiration of the term, the partnership will not be dissolved but will be continued by the heirs or
assigns of the deceased partner. But the partnership could be dissolved upon mutual agreement in writing
of the partners. Goquiolay executed a GPA in favor of Tan Sin An. The plaintiff partnership purchased 3
parcels of land which was mortgaged to La Urbana as payment of P25,000. Another 46 parcels of land
were purchased by Tan Sin An in his individual capacity which he assumed payment of a mortgage debt
for P35K. A downpayment and the amortization were advanced by Yutivo and Co. The two obligations
were consolidated in an instrument executed by the partnership and Tan Sin An, whereby the entire 49
lots were mortgaged in favor of Banco HipotecarioTan Sin An died leaving his widow, Kong Chai Pin and
four minor children. The widow subsequently became the administratrix of the estate. Repeated demands
were made by Banco Hipotecario on the partnership and on Tan Sin An. Defendant Sing Yee, upon
request of defendant Yutivo Sons , paid the remaining balance of the mortgage debt, the mortgage was
cancelled Yutivo Sons and Sing Yee filed their claim in the intestate proceedings of Tan Sin An for
advances, interest and taxes paid in amortizing and discharging their obligations to La Urbana and
Banco Hipotecario. Kong Chai Pin filed a petition with the probate court for authority to sell all the 49
parcels of land. She then sold it to Sycip and Lee in consideration of P37K and of the vendees assuming
payment of the claims filed by Yutivo Sons and Sing Yee. Later, Sycip and Lee executed in favor of
Insular Development a deed of transfer covering the 49 parcels of land.When Goquiolay learned about
the sale to Sycip and Lee, he filed a petition in the intestate proceedings to set aside the order of the
probate court approving the sale in so far as his interest over the parcels of land sold was concerned.
Probate court annulled the sale executed by the administratrix w/ respect to the 60% interest of Goquiolay
over the properties Administratrix appealed.The decision of probate court was set aside for failure to
include the indispensable parties. New pleadings were filed. The second amended complaint prays for the
annulment of the sale in favor of Sycip and Lee and their subsequent conveyance to Insular
Development. The complaint was dismissed by the lower court hence this appeal.
ISSUE/S: Whether or not a widow or substitute become also a general partner or only a limited partner.
Whether or not the lower court err in holding that the widow succeeded her husband Tan Sin An in the

sole management of the partnership upon Tans death Whether or not the consent of the other partners
was necessary to perfect the sale of the partnership properties to Sycip and Lee?

HELD:
Kong Chai Pin became a mere general partner. By seeking authority to manage partnership property, Tan
Sin Ans widow showed that she desired to be considered a general partner. By authorizing the widow to
manage partnership property (which a limited partner could not be authorized to do), Goqulay recognized
her as such partner, and is now in estoppel to deny her position as a general partner, with authority to
administer and alienate partnership property. The articles did not provide that the heirs of the deceased
would be merely limited partners; on the contrary, they expressly stipulated that in case of death of either
partner, the co partnership will have to be continued with the heirs or assignees. It certainly could not be
continued if it were to be converted from a general partnership into a limited partnership since the
difference between the two kinds of associations is fundamental, and specially because the conversion
into a limited association would leave the heirs of the deceased partner without a share in the
management. Hence, the contractual stipulation actually contemplated that the heirs would become
general partners rather than limited ones.

J. Tiosejo Investment Corp. v. Spouses Benjamin and Eleanor Ang (2010) (Meditel Condo Project)
Doctrines:

A joint venture is considered in this jurisdiction as a form of partnership and is accordingly,

governed by the law on partnerships.
Under Article 1824 of the Civil Code of the Philippines, all partners are solidarily liable with the
partnership for everything chargeable to the partnership, including loss or injury caused to a third
person or penalties incurred due to any wrongful act or omission of any partner acting in the
ordinary course of the business of the partnership or with the authority of his co-partners.
Whether innocent or guilty, all the partners are solidarily liable with the partnership itself.

Facts:
This is a petition for review seeking the reversal of the CAs Resolution declaring J Tiosejo
(petitioner) solidary liable with Primetown Property Group, Inc. (PPGI) to pay Spouses Ang.
J. Tiosejo entered into a Joint Venture Agreeemtn with PPGI for the development of a residential
condominium project known as Meditel in Mandaluyong City. Petitioner contributed the lot while PPGI
undertook to develop the condominium. The parties further agreed to a 17%-83% sharing as to developed
units. PPGI further undertook to use all proceeds from the pre-selling of its saleable units for the
completion of the Condominium Project.
Sometime in 1996, PPGI executed a Contract to Sell with Spouses Ang on a certain
condominium unit and parking slot for P2,077,334.25 and P313,500.00, respectively.
On July 1999, respondent Spouses filed before the Housing and Land Use Regulatory Board
(HLURB) a complaint for the rescission of the Contract to Sell, against J. Tiosejo and PPGI. They claim
that they were promised that the condo unit would be available for turn-over and occupancy by December
1998, however the project was not completed as of the said date. Spouses Ang instructed petitioner and
PPGI to stop depositing the post-dated checks they issued and to cancel said Contracts to Sell. Despite
several demands, petitioner and PPGI have failed and refused to refund the P611,519.52 they already
paid under the circumstances.

As defense, PPGI claim that the delay was attributable to the economic crisis and to force
majeure (unexpected and unforeseen inflation and increase rates and cost of building materials). They
also state that it offered several alternatives to Spouses Ang to transfer their investment to its other
feasible projects and for the amounts they already paid to be considered as partial payment for the
replacement unit/s.
On a separate answer, petitioner claims that its prestation under the JVA consisted of contributing
the property on which the condominium was to be contributed. Not being privy to the Contracts to Sell
executed by PPGI and respondents, it did not receive any portion of the payments made by the latter;
and, that without any contributory fault and negligence on its part, PPGI (and not the petitioner) breached
its undertakings under the JVA by failing to complete the condominium project.
The Housing and Land Use (HLU) ruled in favor of respondents, rescinding the contract and
ordering petitioner and PPGI to pay refund, interest, damages, attorneys fees and administrative fines.
The HLURB Board of Commissioners affirmed the HLUs order. Motion for Reconsideration (MR)
was denied
The case was subsequently raised to the Office of the President (OP) which rendered a decision
dismissing petitioners appeal on the ground that the latters appeal memorandum was filed out of time
and that the HLURB Board committed no grave abuse of discretion in rendering the appealed decision.
MR was also denied.
Petitioner filed before the CA a motion for extension within which to file its petition for review,
claiming heavy workload of its counsel. This was denied by the CA. MR was denied for lack of merit.

Issues:
1. W/N the CA erred in dismissing the petition on mere technicality.
2. JV Related: - W/N the CA erred in affirming the HLURBs decision insofar as it found J. Teosejos
with PPGI to pay Spouses Ang.
Held/Ratio:
1. NO, while the dismissal of an appeal on purely technical grounds is concededly frowned upon, it
bears emphasizing that the procedural requirements of the rules on appeal are not harmless and
trivial technicalities that litigants can just discard and disregard at will.
In view of the initial 15-day extension granted by the CA and the injunction under Sec. 4, Rule 43 of the
1997 Rules of Civil Procedure against further extensions except for the most compelling reason, it was
clearly inexcusable for petitioner to expediently plead its counsels heavy workload as ground for seeking
an additional extension of 10 days within which to file its petition for review.

2. NO, the HLURB Arbiter and Board correctly held petitioner liable alongside PPGI for
respondents claims and the administrative fine.
By express terms of the JVA, it appears that petitioner not only retained ownership of the property
pending completion of the condominium project but had also bound itself to answer liabilities
proceeding from contracts entered into by PPGI with third parties. Article VIII, Section 1 of the JVA
distinctly provides as follows:

Section 1: Rescission and damages:

xxx
In any case, the Owner shall respect and strictly comply with any covenant
entered into by the Developer and third parties with respect to any of its units in
the Condominium Project. To enable the owner to comply with this contingent
liability, the Developer shall furnish the Owner with a copy of its contracts with
the said buyers on a month-to-month basis.
xxx

Viewed in the light of the foregoing provision of the JVA, petitioner cannot avoid liability by claiming that it
was not in any way privy to the Contracts to Sell executed by PPGI and respondents.

Moreover, a joint venture is considered in this jurisdiction as a form of partnership and is,
accordingly, governed by the law of partnerships. Under Article 1824 of the Civil Code of the
Philippines, all partners are solidarily liable with the partnership for everything chargeable to the
partnership, including loss or injury caused to a third person or penalties incurred due to any
wrongful act or omission of any partner acting in the ordinary course of the business of the
partnership or with the authority of his co- partners. Whether innocent or guilty, all the partners are
solidarily liable with the partnership itself.

MUASQUE v. CA
G.R. No. L-39780; November 11, 1985
FACTS:
Elmo Muasque filed a complaint for payment of sum of money and damages
against respondents Celestino Galan, Tropical Commercial, Co., Inc. (Tropical) and
Ramon Pons, alleging that the petitioner entered into a contract with respondent
Tropical through its Cebu Branch Manager Pons for remodeling a portion of its
building without exchanging or expecting any consideration from Galan although
the latter was casually named as partner in the contract; that by virtue of his having
introduced the petitioner to the employing company (Tropical), Galan would receive
some kind of compensation in the form of some percentages or commission.
Tropical agreed to give petitioner the amount of P7,000.00 soon after the
construction began and thereafter the amount of P6,000.00 every fifteen (15) days
during the construction to make a total sum of P25,000.00.
On January 9, 1967, Tropical and/or Pons delivered a check for P7,000.00 not to the
plaintiff but to a stranger to the contract, Galan, who succeeded in getting
petitioner's indorsement on the same check persuading the latter that the same be
deposited in a joint account.

On January 26, 1967, when the second check for P6,000.00 was due, petitioner
refused to indorse said check presented to him by Galan but through later
manipulations, respondent Pons succeeded in changing the payee's name to Galan
and Associates, thus enabling Galan to cash the same at the Cebu Branch of the
Philippine Commercial and Industrial Bank (PCIB) placing the petitioner in great
financial difficulty in his construction business and subjecting him to demands of
creditors to pay for construction materials, the payment of which should have been
made from the P13,000.00 received by Galan.
Due to the unauthorized disbursement by respondents Tropical and Pons of the sum
of P13,000.00 to Galan, petitioner demanded that said amount be paid to him by
respondents under the terms of the written contract between the petitioner and
respondent company.
ISSUE:
Whether there was a breach of trust when Tropical disbursed the money to Galan
instead of Muasque
HELD:
No, there was no breach of trust when Tropical disbursed the money to Galan
instead of Muasque.
The Supreme Court held that there is nothing in the records to indicate that the
partnership organized by the two men was not a genuine one. A falling out or
misunderstanding between the partners does not convert the partnership into a
sham organization.

In the case at bar the respondent Tropical had every reason to believe that a
partnership existed between the petitioner and Galan and no fault or error can be
imputed against it for making payments to "Galan and Associates" and delivering
the same to Galan because as far as it was concerned, Galan was a true partner
with real authority to transact on behalf of the partnership with which it was
dealing.