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AGENCY CASE DIGESTS by the partners that the balance would be paid upon securing additional
operating funds from abroad. However, in 1988 without his knowledge the
1. Yu v. NLRC, 224 SCRA 75, G.R. No. 97212, June 30, 1993 general partners as well as one of the limited partners sold and transferred their
interest to Willy Co and Emmanuel Zapanta. Thus the new major partners
Yu v. NLRC GR No. 97212, June 30, 1993 decided to transfer the firm’s main office but opted to continue the operation of
the old partnership under its old firm name and with all its employees and
workers except for the petitioner. Upon knowing of the changes in the
Facts: partnership, petitioner went to the new main office to meet the new partners and
demand the payment of his unpaid salaries, but the latter refused to pay him and
Benjamin Yu used to be the Assistant General Manager of Jade Mountain, a instead informed him that since he bought the business from the original
partnership engaged in marble quarrying and export business. The majority of partners, it was for him to decide whether or not he was responsible for the
the founding partners sold their interests in said partnership to Willy Co and obligations of the old partnership including petitioners unpaid salaries. Hence,
Emmanuel Zapanta without Yu’s knowledge. Said new partnership continued petitioner was dismissed from said partnership.
operating under the same name and continued the business’s operations.
However, it transferred its main office from Makati to Mandaluyong. Said new ISSUES:
partnership did not anymore availed of the services of Yu. Thus, he filed a 1. Whether the partnership which had hired the petitioner as Asst. General
complaint for illegal dismissal, recovery of unpaid wages and damages. Manager had been extinguished and replaced by a new partnership
composed of Willy Co and Emmanuel Zapanta.
Ruling: 2. Whether petitioner could assert his rights under his employment contract
as against the new partnership
The legal effect of the changes in the membership of the partnership was the
dissolution of the old partnership which had hired Yu in 1984 and the emergence
of a new firm composed of Willy Co and Emmanuel Zapanta in 1987. The new HELD:
partnership simply took over the business enterprise owned by the preceeding 1. Yes. The legal effect of the changes in the membership of the
partnership, and continued using the old name of Jade Mountain Products partnership was the dissolution of the old partnership which had hired
Company Limited, without winding up the business affairs of the old partnership, the petitioner in 1984 and the emergence of the new firm composed of
paying off its debts, liquidating and distributing its net assets, and then re- Willy Co and Emmanuel Zapanta in 1988. This is based on the following
assembling the said assets or most of them and opening a new business provisions:
enterprise. Not only the retiring partners but also the new partnership itself which Art. 1828. The dissolution of partnership is the change in the relation of the
continued the business of the old, dissolved, one, are liable for the debts of the partners caused by any partner ceasing to be associated in the carrying on as a
preceding partnership. distinguished from the winding up of the business.
Art. 1830. Dissolution is caused:
FACTS: 1. without violation of the agreement between the partners;
Petitioner Yu was hired as the Assistant General Manager of Jade Mountain b. by the express will of any partner, who must act in good faith, when no
Products Company Limited primarily responsible for the overall operations of definite term or particular undertaking is specified.
marble quarrying and export business of said partnership. He was hired by a 2. in contravention of the agreement between the partners, where the
virtue of a Partnership Resolution in 1985 with a monthly salary of P4,000.00. circumstances do not permit a dissolution under any other provision
Initially he received only half of his stipulated monthly salary and was promised of this article, by the express will of any partner at any time;

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However, the legal consequence of dissolution of a partnership do not TITLE OF THE CASE: MICHAEL C. GUY, Petitioner, vs. ATTY. GLENN C.
automatically result in the termination of the legal personality of the old GACOTT, Respondent.
partnership as according to Art. 1829, “ on dissolution of the partnership is not G.R. No. 206147
terminated, but continues until the winding up of the partnership affairs is DATE OF PROMULGATION: (January 13, 2016)
completed. The new partnership simply continued the operations of the old PONENTE: Mendoza
partnership under its old firm name without winding up the business affairs of the NATURE OF THE CASE: Petition for Review on Certiorari under Rule 45
old partnership. CASE BRIEF: Before this Court is a petition for review on certiorari under Rule
45 of the Rules of Court filed by petitioner Michael C. Guy (Guy), assailing the
June 25, 2012 Decision1 and the March 5, 2013 Resolution of the Court of
2. Yes. Under Art. 1840, creditors of the old partnership are also creditors Appeals (CA) in CA-G.R. CV No. 94816, which affirmed the June 28, 2009 and
of the new partnership which continued the business of former without February 19, 2010 Orders of the Regional Trial Court, Branch 52, Puerto
liquidation of the partnership affairs. Thus, creditor of the old Jade Princesa City, Palawan (RTC), in Civil Case No. 3108, a case for damages. The
Mountain, such as the petitioner is entitled to enforce his claim for assailed RTC orders denied Guy's Motion to Lift Attachment Upon Personalty on
unpaid salaries, as well as other claims relating to his employment with the ground that he was not a judgment debtor.
the old partnership against the new Jade Mountain.
ACTIONS IN THE LOWER COURTS:
2. Guy v. Gacott, G.R. No. 206147, January 13, 2016 SC: Reversed and set aside
CA: Affirmed the RTC’s denial of the order
Gacott secured a favorable judgment against QSC in a complaint for damages RTC: Denied Guy's Motion to Lift Attachment Upon Personalty
before RTC Puerto Princesa. During execution, he learned that QSC was not a DOCTRINE LAID DOWN (if any):
corporation but a general partnership with Mr. Guy as a partner and its general
manager. The sheriff then attached Guy's vehicle by virtue of a Notice of 1. Notice to any partner operates as notice to or knowledge to the
Attachment/Levy upon Personalty. partnership only. Evidently, it does not provide for the reverse situation, or
The SC held that a partner must be separately and distinctly impleaded before he that notice to the partnership is notice to the partners.
can be bound by a judgment. It is non sequitur that a suit against a partnership is
necessarily a suit impleading each and every partner. A partnership has a 2. With regard to partnerships, ordinarily, the liability of the partners is not
separate legal personality from the partners. Art. 1816, NCC states that the solidary.
partners' obligation with respect to partnership liabilities is subsidiary in nature. XPNs: Only in exceptional circumstances shall the partners’ liability be
They shall only be liable with their property after the partnership assets have solidary in nature. Articles 1822, 1823 and 1824 of the Civil Code provide
been exhausted. for these exceptional conditions. It is the act of a partner which caused
Since Guy was not the judgment debtor in the case before the RTC, his levied loss or injury to a third person that makes all other partners solidarily liable
vehicle was released. [Guy v. Gacott, 2016] with the partnership

FACTS:

Gacott purchased two (2) brand new transreceivers from Quantech Systems
Corp (QSC) through its employee Rey Medestomas. Due to major defects,
Gacott returned the items to QSC and requested for replacement. However,

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despite several demands, Gacott was never given a replacement or a refund. the president, managing partner, general manager, corporate
Thus, Gacott filed a complaint for damages. Summons was served upon QSC secretary, treasurer, or in-house counsel.
and Medestomas, afterwhich they filed their Answer.
Jurisprudence is replete with pronouncements that such
RTC’s decision ordered the defendants to jointly and severally pay plaintiff. The provision provides an exclusive enumeration of the persons
decision became final as QSC and Medestomas did not interpose an appeal. authorized to receive summons for juridical entities.
Gacott then secured a Writ of Execution. During the execution stage, Gacott
learned that QSC was not a corporation, but was in fact a general partnership. In In this case, QSC was not served with the summons through
the articles of partnership, Guy was appointed as General Manager of QSC. The any of the enumerated authorized persons to receive such,
sheriff attached Guy’s vehicle. Guy filed his Motion to Lift Attachment Upon namely: president, managing partner, general manager,
Personalty, arguing that he was not a judgment debtor and, therefore, his vehicle corporate secretary, treasurer or in-house counsel. Service of
could not be attached. On June 28, 2009, the RTC issued an order denying summons upon persons other than those officers
Guy’s motion and his subsequent motion for reconsideration. RTC’s ratio: All enumerated in Section 11 is invalid. Even substantial
partners are liable solidarily with the partnership for everything chargeable to the compliance is not sufficient service of summons. Nevertheless,
partnership under Article 1822 and 1823. Guy to seek relief before the CA. The while proper service of summons is necessary to vest the court
CA dismissed Guy’s appeal for the same reasons given by the trial court. Guy jurisdiction over the defendant, the same is merely procedural in
filed a motion for reconsideration but it was denied by the CA. nature and the lack of or defect in the service of summons may
be cured by the defendant’s subsequent voluntary submission
Guy arguments: to the court’s jurisdiction through his filing a responsive pleading
1. That jurisdiction over the person of the partnership (QSC) was not such as an answer. In this case, it is not disputed that QSC filed
acquired because the summons was never served upon it or through its Answer despite the defective summons. Thus, jurisdiction
any of its authorized officer; over its person was acquired through voluntary appearance.
2. Article 1816 of the Civil Code which states that the liability of the
partners to the partnership is merely joint and subsidiary in nature. And ISSUE 1b: WON whether the trial court’s jurisdiction over QSC extended to the
he is not solidarily liable with the partnership because the solidary person of Guy insofar as holding him solidarily liable with the partnership.
liability of the partners under Articles 1822, 1823 and 1824 of the Civil HELD: NO.
Code only applies when it stemmed from the act of a partner. In this SC RATIO:
case, the alleged lapses were not attributable to any of the partners. Although a partnership is based on delectus personae or mutual agency,
whereby any partner can generally represent the partnership in its
business affairs, it is non sequitur that a suit against the partnership is
ISSUE 1a: WON the service of summons to QSC was flawed. necessarily a suit impleading each and every partner. It must be
HELD: YES, however, voluntary appearance cured the defect. remembered that a partnership is a juridical entity that has a distinct and
SC RATIO: separate personality from the persons composing it.
Under Section 11, Rule 14 of the 1997 Revised Rules of Civil
Procedure, when the defendant is a corporation, partnership or A decision rendered on a complaint in a civil action or proceeding does
association organized under the laws of the Philippines with a not bind or prejudice a person not impleaded therein, for no person shall
juridical personality, the service of summons may be made on be adversely affected by the outcome of a civil action or proceeding in
which he is not a party.

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Second, Article 1816 provides that the partners’ obligation to third

Here, Guy was never made a party to the case. He did not have any persons with respect to the partnership liability is pro rata or joint.
participation in the entire proceeding until his vehicle was levied upon Liability is joint when a debtor is liable only for the payment of only a
and he suddenly became QSC’s “co-defendant debtor” during the proportionate part of the debt. In contrast, a solidary liability makes a
judgment execution stage. It is a basic principle of law that money debtor liable for the payment of the entire debt. In the same vein, Article
judgments are enforceable only against the property incontrovertibly 1207 does not presume solidary liability unless: 1) the obligation
belonging to the judgment debtor. expressly so states; or 2) the law or nature requires solidarity. With
regard to partnerships, ordinarily, the liability of the partners is not
ISSUE 2a: solidary. The joint liability of the partners is a defense that can be raised
WON a partners’ liability is subsidiary and generally joint and WON by a partner impleaded in a complaint against the partnership.
immediate levy upon the property of a partner can be made.
In other words, only in exceptional circumstances shall the partners’
HELD. liability be solidary in nature. Articles 1822, 1823 and 1824 of the Civil
NO partner’s liability is not subsidiary and generally joint and the Code provide for these exceptional conditions, to wit:
partner’s property cannot be immediately levied.
Article 1822. Where, by any wrongful act or omission of any
SC RATIO: partner acting in the ordinary course of the business of the
partnership or with the authority of his co-partners, loss or injury
Article 1816. All partners, including industrial ones, shall be liable pro is caused to any person, not being a partner in the partnership,
rata with all their property and after all the partnership assets have or any penalty is incurred, the partnership is liable therefor to
been exhausted, for the contracts which may be entered into in the the same extent as the partner so acting or omitting to act.
name and for the account of the partnership, under its signature and by
a person authorized to act for the partnership. However, any partner Article 1823. The partnership is bound to make good the loss:
may enter into a separate obligation to perform a partnership contract. (1) Where one partner acting within the scope of his
apparent authority receives money or property of a third
This provision clearly states that, first, the partners’ obligation with person and misapplies it; and
respect to the partnership liabilities is subsidiary in nature. To say that
one’s liability is subsidiary means that it merely becomes secondary and (2) Where the partnership in the course of its business
only arises if the one primarily liable fails to sufficiently satisfy the receives money or property of a third person and the
obligation. money or property so received is misapplied by any
partner while it is in the custody of the partnership.
In this case, Guy’s liability would only arise after the properties of QSC
would have been exhausted. The records, however, miserably failed to Article 1824. All partners are liable solidarily with the
show that the partnership’s properties were exhausted. Clearly, no partnership for everything chargeable to the partnership under
genuine efforts were made to locate the properties of QSC that could Articles 1822 and 1823.
have been attached to satisfy the judgment − contrary to the clear
mandate of Article 1816. In essence, these provisions articulate that it is the act of a
partner which caused loss or injury to a third person that makes all other

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partners solidarily liable with the partnership because of the words "any A careful reading of the provision shows that notice to any partner
wrongful act or omission of any partner acting in the ordinary course of operates as notice to or knowledge to the partnership only.
the business," "one partner acting within the scope of his apparent Evidently, it does not provide for the reverse situation, or that notice to
authority" and "misapplied by any partner while it is in the custody of the the partnership is notice to the partners.
partnership." The obligation is solidary because the law protects the third
person, who in good faith relied upon the authority of a partner, whether SUPREME COURT RULING: WHEREFORE, the petition is GRANTED. The
such authority is real or apparent.40 June 25, 2012 Decision and the March 5, 2013 Resolution of the Court of
Appeals in CA-G.R. CV No. 94816 are hereby REVERSED and SET
In the case at bench, it was not shown that Guy or the other partners did ASIDE. Accordingly, the Regional Trial Court, Branch 52, Puerto Princesa City,
a wrongful act or misapplied the money or property he or the partnership is ORDERED TO RELEASE Michael C. Guy's Suzuki Grand Vitara subject of the
received from Gacott. A third person who transacted with said Notice of Levy/ Attachment upon Personalty.
partnership can hold the partners solidarily liable for the whole
obligation if the case of the third person falls under Articles 1822 or
1823.41 Gacott’s claim stemmed from the alleged defective 3. Soncuya v. De Luna, 67 Phil 172, G.R. No. L-45464, April 28, 1939
transreceivers he bought from QSC, through the latter's employee,
Medestomas. It was for a breach of warranty in a contractual obligation Soncuya v. de Luna G.R. No. L-45464, April 28, 1939, Villa-Real, J.
entered into in the name and for the account of QSC, not due to the acts
of any of the partners. For said reason, it is the general rule under Article Facts:
1816 that governs the joint liability of such breach, and not the
exceptions under Articles 1822 to 1824. Thus, it was improper to hold Petitioner filed a complaint against respondent for damages as a result of the
Guy solidarily liable for the obligation of the partnership. fraudulent administration of the partnership, “Centro Escolar de Senoritas” of
which petitioner and the deceased Avelino Librada were members. For the
ISSUE 2b: purpose of adjudicating to plaintiff damages which he alleges to have suffered as
WON it is necessary to implead a partner in order to be bound by the a partner, it is necessary that a liquidation of the business be made that the end
partnership liability. profits and losses maybe known and the causes of the latter and the
responsibility of the defendant as well as the damages in which each partner may
HELD: YES. It is necessary to implead a partner. have suffered, maybe determined.

SC RATIO: Issue: Whether the petitioner is entitled to damages.

Under Article 1821, notice to any partner of any matter relating to Ruling:
partnership affairs, and the knowledge of the partner acting in the
particular matter, acquired while a partner or then present to his mind, According to the Supreme Court the complaint is not sufficient to constitute a
and the knowledge of any other partner who reasonably could and cause of action on the part of the plaintiff as member of the partnership to collect
should have communicated it to the acting partner, operate as notice to damages from defendant as managing partner thereof, without previous
or knowledge of the partnership, except in the case of fraud on the liquidation. Thus, for a partner to be able to claim from another partner who
partnership, committed by or with the consent of that partner. manages the general co-partnership, allegedly suffered by him by reason of the

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fraudulent administration of the latter, a previous liquidation of said partnership is cause for SONCUYA to institute the action for damages which he claims
necessary. from the managing partner DE LUNA
For a partner to be able to claim from another partner who
manages the general co-partnership, damages allegedly suffered
SONCUYA v. DE LUNA Villareal, J. (1939) by him by reason of the fraudulent administration of the latter, a
FACTS: previous liquidation of said partnership is necessary
- Josue SONCUYA, Carmen DE LUNA and Librado Avelino were partners
in the business called "Centro Escolar de Señoritas." DELUNA was its
managing partner 4. Magdusa v. Albaran, 5 SCRA 511, G.R. No. L-17526, June 30, 1962
- Claiming fraudulent administration of the partnership, SONCUYA filed
with the CFI Manila an amended complaint against DE LUNA in her own
name and as administratrix of the estate of the deceased partner FACTS:
Avelino, in which he prayed that DE LUNA be sentenced to pay him the Appellant and appellees, together with various other persons, had verbally
sum of P700,432 as damages and costs formed a partnership de facto forthe sale of general merchandise in Surigao, to
- DE LUNA interposed a demurrer based on the following grounds:(1) no which appellant contributed P2,000 as capital, and the others contributed their
cause of action; and (2) that the complaint is ambiguous, unintelligible labor, under the condition that out of the net profits of the business 25% would be
and vague added to the original capital, and the remaining 75% would be divided among the
- CFI sustained DE LUNA’s demurrer and ordered SONCUYA to amend members in proportion to the length of service of each.
his amended complaint. SONCUYA refused, thus, DE LUNA filed a
motion to dismiss which the CFI granted. From this order of The appellees expressed their desire to withdraw from the partnership, and
dismissal, SONCUYA filed this appeal appellant thereupon made a computation (exhibit C) to determine the value of the
partners' shares to that date.
ISSUE:
Whether or not SONCUYA’s amended complaint states a cause of action Appellees thereafter made demands upon appellant for payment, but appellant
HELD: having refused, they filed the initial complaint in the court.
NO, it does not state a cause of action. The order of dismissal is AFFIRMED.
ISSUE:
RATIO:
- For the purpose of adjudicating SONCUYA’s claim to damages which he The main argument of appellant is that the appellees' action cannot be
alleges to have suffered as a partner by reason of the supposed entertained, because in the distribution of all or part of a partnership's assets, all
fraudulent management of the partnership by DELUNA, it is first the partners have no interest and are indispensable parties without whose
necessary that a liquidation of the business thereof be made so that the intervention no decree of distribution can be validly entered.
profits and losses may be known and the liabilities of DE LUNA as well
as the damages which each partner may have suffered, may be Held:
determined
- It is not alleged in the complaint that such liquidation has been effected A partner's share cannot be returned without first dissolving and liquidating the
nor is it prayed that it be made. Consequently, there is no reason or partnership (Po Yeng Cheo vs. Lim Ka Yam, 44 Phil. 177), for the return is
dependent on the discharge of the creditors, whose claims enjoy preference

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over those of the partners; and it is self-evident that all members of the the partners have no interest and are indispensable parties without whose
partnership are interested in his assets and business, and are entitled to be intervention no decree of distribution can be validly entered.
heard in the matter of the firm's liquidation and the distribution of its property. The
liquidation (exhibit C) is not signed by the other members of the partnership Held:
besides appellees and appellant; it does not appear that they have approved, A partner's share cannot be returned without first dissolving and liquidating the
authorized, or ratified the same, and, therefore, it is not binding upon them. At the partnership (Po Yeng Cheo vs. Lim Ka Yam, 44 Phil. 177), for the return is
very least, they are entitled to be heard upon its correctness. dependent on the discharge of the creditors, whose claims enjoy preference over
In addition, unless a proper accounting and liquidation of the partnership affairs is those of the partners; and it is self-evident that all members of the partnership
first had, the capital shares of the appellees, as retiring partners, cannot be are interested in his assets and business, and are entitled to be heard in the
repaid, for the firm's outside creditors have preference over the assets of the matter of the firm's liquidation and the distribution of its property. The liquidation
enterprise (Civ. Code, Art. 1839), and the firm's property cannot be diminished to (exhibit C) is not signed by the other members of the partnership besides
their prejudice. Finally, the appellant cannot be held liable in his personal appellees and appellant; it does not appear that they have approved, authorized,
capacity for the payment of partners' shares for he does not hold them except as or ratified the same, and, therefore, it is not binding upon them. At the very least,
manager of, or trustee for, the partnership. It is the latter that must refund their they are entitled to be heard upon its correctness. In addition, unless a proper
shares to the retiring partners. Since not all the members of the partnership have accounting and liquidation of the partnership affairs is first had, the capital shares
been impleaded, no judgment for refund can be rendered, and the action should of the appellees, as retiring partners, cannot be repaid, for the firm's outside
have been dismissed. creditors have preference over the assets of the enterprise (Civ. Code, Art.
1839), and the firm's property cannot be diminished to their prejudice. Finally, the
appellant cannot be held liable in his personal capacity for the payment of
MAGDUSA VS. ALBARAN 5 SCRA 511 partners' shares for he does not hold them except as manager of, or trustee for,
the partnership. It is the latter that must refund their shares to the retiring
FACTS: partners. Since not all the members of the partnership have been impleaded, no
judgment for refund can be rendered, and the action should have been
Appellant and appellees, together with various other persons, had verbally dismissed.
formed a partnership de facto for the sale of general merchandise in Surigao, to
which appellant contributed P2,000 as capital, and the others contributed their 5. Realubit v. Jaso, G.R. No. 178782, September 21, 2011
labor, under the condition that out of the net profits of the business 25% would be
added to the original capital, and the remaining 75% would be divided among the
members in proportion to the length of service of each. The appellees expressed JOSEFINA P. REALUBIT vs. PROSENCIO D. JASO and EDENG JASO
their desire to withdraw from the partnership, and appellant thereupon made a G.R. No. 178782 September 21, 2011
computation (exhibit C) to determine the value of the partners' shares to that
date. Appellees thereafter made demands upon appellant for payment, but FACTS
appellant having refused, they filed the initial complaint in the court. Petitioner Josefina Realubit entered into a Joint Venture Agreement with
Francis Eric Amaury Biondo, a French national, for the operation of an ice
ISSUE: 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
The main argument of appellant is that the appellees' action cannot be net profit, with the remaining 20% to be used for the payment of the ice making
entertained, because in the distribution of all or part of a partnership's assets, all 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
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Assignment transferring all his rights and interests in the business in favor of authenticity and due execution of a notarized document is, consequently,
respondent Eden Jaso, the wife of respondent Prosencio Jaso. With Biondo’s required to present evidence that is clear, convincing and more than merely
eventual departure from the country, the Spouses Jaso caused their lawyer to preponderant. In view of the Spouses Realubits failure to discharge this onus, we
send Josefina a letter apprising her of their acquisition of said Frenchmans share find that both the RTC and the CA correctly upheld the authenticity and validity of
in the business and formally demanding an accounting and inventory thereof as said Deed of Assignment upon the combined strength of the above-discussed
well as the remittance of their portion of its profits. disputable presumptions and the testimonies elicited from Eden and Notary
Public Rolando Diaz.
Faulting Josefina with unjustified failure to heed their demand, the
Spouses Jaso commenced the instant suit for specific performance, accounting, 2. Yes. Generally understood to mean an organization formed for some
examination, audit and inventory of assets and properties, dissolution of the joint temporary purpose, a joint venture is likened to a particular partnership or one
venture, appointment of a receiver and damages. The said complaint alleged that which has for its object determinate things, their use or fruits, or a specific
the Spouses Realubit had no gainful occupation or business prior to their joint undertaking, or the exercise of a profession or vocation. The rule is settled that
venture with Biondo and that aside from appropriating for themselves the income joint ventures are governed by the law on partnerships which are, in turn, based
of the business, they have fraudulently concealed the funds and assets thereof on mutual agency or delectus personae.
thru their relatives, associates or dummies. The Spouses Realubit claimed that
they have been engaged in the tube ice trading business under a single 3. No. It is evident that the transfer by a partner of his partnership interest
proprietorship even before their dealings with Biondo. 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
The RTC rendered its Decision discounting the existence of sufficient anything except the assignees profits. The assignment does not purport to
evidence from which the income, assets and the supposed dissolution of the joint transfer an interest in the partnership, but only a future contingent right to a
venture can be adequately reckoned. Upon the finding, however, that the portion of the ultimate residue as the assignor may become entitled to receive by
Spouses Jaso had been nevertheless subrogated to Biondos rights in the virtue of his proportionate interest in the capital. Since a partner’s interest in the
business in view of their valid acquisition of the latters share as capitalist partner. partnership includes his share in the profits, we find that the CA committed no
On appeal before the CA, the foregoing decision was set aside reversible error in ruling that the Spouses Jaso are entitled to Biondos share in
upon the following findings that the Spouses Jaso validly acquired Biondos share the profits, despite Juanitas lack of consent to the assignment of said
in the business which had been transferred to and continued its operations and Frenchmans interest in the joint venture. Although Eden did not, moreover,
not dissolved as claimed by the Spouses Realubit. 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
ISSUES her prayer for dissolution of the joint venture conformably with the right granted to
1. Whether there was a valid assignment or rights to the joint venture the purchaser of a partner’s interest under Article 1831 of the Civil Code.
2. Whether the joint venture is a contract of partnership
3. Whether Jaso acquired the title of being a partner based on the Deed of PARTNERSHIP
Assignment Josefina Realubit v. Eden and Prosencio Jaso
G.R. No. 178782 September 21, 2011 PEREZ, J.
RULING
1. Yes. As a public document, the Deed of Assignment Biondo executed in Facts:
favor of Eden not only enjoys a presumption of regularitybut is also Petitioner entered into a Joint Venture Agreement with one Francis Biondo, a
considered prima facie evidence of the facts therein stated. A party assailing the French national, for the operation of an ice manufacturing business. Petitioner

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was designated
industrial partner and Biondo was capitalist partner. Subsequently, Biondo execut
ed a Deed of Assignment, transferring all his rights and interests in the business
in favor of respondent Eden Jaso. The spouses Jaso sent petitioner a letter
demanding an accounting and inventory of the partnership, and remittance of
their portion of the profits. Petitioner failed to heed their demand, alleging that the
joint venture with Biondo had already ceased operations, and the present
business was under a single proprietorship. Respondents filed a suit for specific
performance, accounting, and dissolution of the joint venture.

Issue:
Whether or not respondent, as assignee of the partner Biondo, may order
petitioner to render an accounting of the joint venture.

Held:
No. A joint venture is generally understood to mean an organization formed for s
ome temporary purpose. It is likened to a 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. Article 1813 provides: “(t)he 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 assignee's 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.”
Although respondent did not become partner as a consequence of the
assignment of rights, however, her prayer for dissolution of the joint venture may
be granted conformably with the right granted to the purchaser of a partner’s
interest under Article 1813

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