REVIEW OF JURISPRUDENCE

ON AGENCY AND
PARTNERSHIP LAW
B U S I N E S S L AW 2 – AY 1 8 - 1 9 , T E R M 3
 REALUBIT V. JASO
G.R. No. 178782, 21 September 2011
FACTS
On 17 March 1994, petitioner Josefina Realubit (Josefina) entered into a Joint
Venture Agreement with Francis Eric Amaury Biondo (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 ₱500,000.00, however,
Biondo subsequently executed a Deed of Assignment dated 27 June 1997,
transferring all his rights and interests in the business in favor of respondent
Eden Jaso (Eden), the wife of respondent Prosencio Jaso. With Biondo’s
eventual departure from the country, the Spouses Jaso caused their lawyer to
send Josefina a letter dated 19 February 1998, apprising her of their acquisition
of said Frenchman’s share in the business and formally demanding an
accounting and inventory thereof as well as the remittance of their portion of
its profits.

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 REALUBIT V. JASO
G.R. No. 178782, 21 September 2011
ISSUES

• W/N THE JOINT VENTURE HAS BEEN

DISSOLVED
• W/N SPOUSES JASO HAVE THE RIGHT
TO DEMAND AN ACCOUNTING
• W/N EDEN JASO HAS THE RIGHT TO
DEMAND A DISSOLUTION OF THE
JOINT VENTURE

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 REALUBIT V. JASO
G.R. No. 178782, 21 September 2011
HELD

• Sale of Biondo’s interest to Spouses

Jaso did not dissolve the Joint
Venture (Art. 1813)
• Eden Jaso did not have a right to
demand an accounting from Realubit
(Art. 1813)
• Eden Jaso may demand the
dissolution of the Joint Venture (Art.
1831)

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 GUY V. GACOTT
G.R. No. 206147, 13 January 2016
FACTS
Atty. Glenn Gacott (Gacott) from Palawan purchased two (2) brand new transreceivers from
Quantech Systems Corporation (QSC) in Manila through its employee Rey Medestomas
(Medestomas), amounting to a total of PI 8,000.00. On May 10, 1997, due to major defects,
Gacott personally returned the transreceivers to QSC and requested that they be replaced.
Medestomas received the returned transreceivers and promised to send him the replacement
units within two (2) weeks from May 10, 1997.

Time passed and Gacott did not receive the replacement units as promised. QSC informed him
that there were no available units and that it could not refund the purchased price. Despite
several demands, both oral and written, Gacott was never given a replacement or a refund.
The demands caused Gacott to incur expenses in the total amount of P40,936.44.

During the execution stage, Gacott learned that QSC was not a corporation, but was in fact a
general partnership registered with the Securities and Exchange Commission (SEC). In the
articles of partnership, Michael C. Guy was appointed as General Manager of QSC. Upon
learning that Guy had vehicles registered in his name, Gacott instructed the sheriff to proceed
with the attachment of one of the motor vehicles of Guy based on the certification issued by
the DOTC-LTO.
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 GUY V. GACOTT
G.R. No. 206147, 13 January 2016
ISSUES

• W/N GUY IS SOLIDARILY LIABLE

WITH QSC FOR DAMAGES ARISING
FROM THE BREACH OF THE
CONTRACT OF SALE WITH GACOTT

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 GUY V. GACOTT
G.R. No. 206147, 13 January 2016
HELD

• No, Guy is only subsidiarily liable.

(Art. 1816)
• Only in exceptional circumstances
shall the partners' liability be
solidary in nature. Articles 1822,
1823 and 1824 of the Civil Code
provide for these exceptional
conditions.

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 ANTON V. OLIVA
G.R. No. 182563, 11 April 2011
FACTS
On September 9, 2008 respondents Ernesto and Corazon Oliva (the Olivas) filed an action for
accounting and specific performance with damages against petitioner spouses Jose Miguel and
Gladys Miriam Anton (the Antons) before the Regional Trial Court (RTC) of Quezon City. The
Olivas alleged that they entered into three Memoranda of Agreement (MOA) with Gladys
Miriam, their daughter, and Jose Miguel, their son-in-law, setting up a business partnership
covering three fast food stores, known as "Pinoy Toppings" that were to be established at SM
Megamall, SM Cubao, and SM Southmall. Under the MOAs, the Olivas were entitled to 30%
share of the net profits of the SM Megamall store and 20% in the cases of SM Cubao and SM
Southmall stores.

The Olivas alleged that while the Antons gave them a total of P2,547,000.00 representing their
monthly shares of the net profits from the operations of the SM Megamall and SM Southmall
stores, the Antons did not give them their shares of the net profits from the store at SM
Cubao. Further, Jose Miguel did not render to them an account of the operations of the three
stores. And, beginning November 1997, the Antons altogether stopped giving the Olivas their
share in the net profits of the three stores. The Olivas demanded an accounting of partnership
funds but, in response, Jose Miguel terminated their partnership agreements.

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 ANTON V. OLIVA
G.R. No. 182563, 11 April 2011
FACTS
Answering the complaint, Jose Miguel alleged that he and his wife, Gladys
Miriam, never partnered with the Olivas in the operations of the three
stores. The Antons merely borrowed money from the Olivas to finance the
opening of those stores. Gladys Miriam, who managed the operations of
the business, remitted to the Olivas the amounts due them even after the
loans had been paid. If any accounting was needed, it should orily be for
the purpose of ascertaining the correctness the payments made.
On Gladys Miriam's part, she affirmed having managed the three stores
up until she and Jose Miguel separated. They paid the Olivas in checks,
representing their share in the profits of the business. Gladys Miriam filed
a case for legal separation against her husband, Jose Miguel, prompting
the latter to terminate their business partnership with her parents.
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 ANTON V. OLIVA
G.R. No. 182563, 11 April 2011
ISSUES

• W/N A PARTNERSHIP EXISTED

BETWEEN THE OLIVAS AND THE
ANTONS
• W/N THE ANTONS STILL HAVE AN
OBLIGATION TO PAY SHARES IN THE
NET PROFITS OF THE STORES PLUS
LEGAL INTEREST

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 ANTON V. OLIVA
G.R. No. 182563, 11 April 2011
HELD

• No partnership; Olivas mere

creditors. Contract is a loan and not
partnership.
• It did not matter that the Antons had
already paid for two of the loans and
their interests. Their obligation to
share net profits with the Olivas was
not extinguished by such payment.

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 TUMIBAY V. LOPEZ
G.R. No. 171692, 3 June 2013
FACTS
Petitioners alleged that they are the owners of a parcel of land located in
Sumpong, Malaybalay, Bukidnon covered by Transfer Certificate of Title (TCT)
No. T-25334 (subject land) in the name of petitioner Aurora; that they are
natural born Filipino citizens but petitioner Delfin acquired American citizenship
while his wife, petitioner Aurora, remained a Filipino citizen; that petitioner
Aurora is the sister of Reynalda Visitacion (Reynalda); that on July 23, 1997,
Reynalda sold the subject land to her daughter, Rowena Gay T. Visitacion Lopez
(respondent Rowena), through a deed of sale for an unconscionable amount of
₱95,000.00 although said property had a market value of more than
₱2,000,000.00; that the subject sale was done without the knowledge and
consent of petitioners; and that, for these fraudulent acts, respondents should
be held liable for damages. Petitioners prayed that (1) the deed of sale dated
July 23, 1997 be declared void ab initio, (2) the subject land be reconveyed to
petitioners, and (3) respondents be ordered to pay damages.
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 TUMIBAY V. LOPEZ
G.R. No. 171692, 3 June 2013
FACTS
Respondents averred that on December 12, 1990, petitioners executed a special
power of attorney (SPA) in favor of Reynalda granting the latter the power to
offer for sale the subject land; that sometime in 1994, respondent Rowena and
petitioners agreed that the former would buy the subject land for the price of
₱800,000.00 to be paid on installment; that on January 25, 1995, respondent
Rowena paid in cash to petitioners the sum of $1,000.00; that from 1995 to
1997, respondent Rowena paid the monthly installments thereon as evidenced
by money orders; that, in furtherance of the agreement, a deed of sale was
executed and the corresponding title was issued in favor of respondent Rowena;
that the subject sale was done with the knowledge and consent of the
petitioners as evidenced by the receipt of payment by petitioners; and that
petitioners should be held liable for damages for filing the subject Complaint in
bad faith. Respondents prayed that the Complaint be dismissed and that
petitioners be ordered to pay damages.
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 TUMIBAY V. LOPEZ
G.R. No. 171692, 3 June 2013
ISSUES

• W/N REYNALDA WAS DULY

AUTHORIZED TO ENTER INTO AN
ORAL CONTRACT TO SELL THE
PROPERTY AT A LOWER PRICE.

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 TUMIBAY V. LOPEZ
G.R. No. 171692, 3 June 2013
HELD

• Reynalda, as agent, acted beyond the scope of

her authority under the SPA when she executed
the deed of sale dated July 23, 1997 in favor of
respondent Rowena, as buyer, without the
knowledge and consent of petitioners, and
conveyed the subject land to respondent
Rowena at a price not approved by petitioners,
as principals and sellers, (2) respondent Rowena
was aware of the limits of the authority of
Reynalda under the SPA, and (3) petitioners did
not ratify, impliedly or expressly, the acts of
Reynalda. Under Article 1898 of the Civil Code,
the sale is void and petitioners are, thus,
entitled to the reconveyance of the subject land.

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