case for partnership and compromise agreement

7/28/2019 Case for Partnership and Compromise Agreement

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PARTNERSHIP

G.R. No. 172690, March 3, 2010

HEIRS OF JOSE LIM,

represented by ELENITO LIM,

Petitioners,

- versus -

JULIET VILLA LIM,

Respondent.

FACTS:

Jose gave Elfledo P50,000.00 as the latter's capital in an informal

partnership with Jimmy and Norberto. When Elfledo and respondent got married

in 1981, the partnership only had one truck; but through the efforts of

Elfledo, the business flourished. Other than this trucking business, Elfledo,

together with respondent, engaged in other business ventures. Thus, they were

able to buy real properties and to put up their own car assembly and repair

business. When Norberto was ambushed and killed on July 16, 1993, the

trucking business started to falter. When Elfledo died on May 18, 1995 due to

a heart attack, respondent talked to Jimmy and to the heirs of Norberto, as

she could no longer run the business. Jimmy suggested that three out of the

nine trucks be given to him as his share, while the other three trucks be

given to the heirs of Norberto. However, Norberto's wife, Paquita Uy, was not

interested in the vehicles. Thus, she sold the same to respondent, who paid

for them in installments. Petitioners insists that Jose Lim was the

partner of Norberto and Jimmy and not Elfledo(late husband of respondent) and

therefore all the properties acquired byElfledo and respondent form part of t

heestate of Jose, having been derived from the alleged partnership.

ISSUE:

1. Whether or not the partnership exist being informally organized?2. Whether or not Elfledo is a partner of the said trucking company?

HELD : Petition denied:

1. A partnership exists when two or more persons agree to place theirmoney, effects, labor, and skill in lawful commerce or business, with

the understanding that there shall be a proportionate sharing of the

profits and losses among them. A contract of partnership is defined by


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the Civil Code as one where two or more persons bind themselves to

contribute money, property, or industry to a common fund, with the

intention of dividing the profits among themselves.

2. The court applying 1769 of the CivilCode held that Elfledo isa partner.

Art. 1769. In determining whether a partnership exists, these

rules shall apply:

(1) Except as provided by Article 1825,

persons who are not partners as to each other are

not partners as to third persons;

(2) Co-ownership or co-possession does not

of itself establish a partnership, whether such

co-owners or co-possessors do or do not share any

profits made by the use of the property;

(3) The sharing of gross returns does not of

itself establish a partnership, whether or not the

persons sharing them have a joint or common right

or interest in any property from which the returnsare derived;

(4) The receipt by a person of a share of

the profits of a business is a prima facie

evidence that he is a partner in the business, but

no such inference shall be drawn if such profits

were received in payment:

(a) As a debt by installments or otherwise;

(b) As wages of an employee or rent to a

landlord;

(c) As an annuity to a widow or

representative of a deceased partner;

(d) As interest on a loan, though the amount

of payment vary with the profits of the business;

(e) As the consideration for the sale of a

goodwill of a business or other property by

installments or otherwise.

Applying the legal provision to the facts of this case, the following

circumstances tend to prove that Elfledo was himself the partner of Jimmy

andNorberto: 1) Cresencia testified that Jose gave Elfledo P50,000.00, as

share in the partnership, on a date that coincided with the payment of the

initial capital in the partnership;(2) Elfledo ran the affairs of the

partnership, wielding absolute control, power and authority, without any

intervention or opposition whatsoever from any of petitioners herein. (3) all

of the properties, particularly the nine trucks of the partnership, were

registered in the name of Elfledo; (4) Jimmy testified that Elfledo did not

receive wages or salaries from the partnership, indicating that what he

actually received were shares of the profits of the business; and (5) none ofthe petitioners, as heirs of Jose, the alleged partner,demanded periodic

accounting from Elfledo during his lifetime.


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Question:

Jose ,give his eldest son Elfledo 50 , 000.00 pesos for the latter to

contribute of the propose trucking informal partnership with Norberto and

Jimmy. Years later, business flourished, the property was registered in the

name of Elfledo including the nine (9) trucks. However , Elfledo died and the

widow Cresencia , took over the partnership. Upon the death, all properties

were distributed to other partner through installments. The wife continue

running the business. Joses heir claimed that the property own by Elfledo

where the properties of the partnership. Thus , as legal heirs it forms part

of Joses Estate. The heirs of Jose file for the partition and liquidation of

the assets of the partnership.

A. Is there partnership exist?Answer:

Yes, A partnership exists when two or more persons agree to

place their money, effects, labor, and skill in lawful commerce

or business, with the understanding that there shall be a

proportionate sharing of the profits and losses among them. Acontract of partnership is defined by the Civil Code as one

where two or more persons bind themselves to contribute money,

property, or industry to a common fund, with the intention of

dividing the profits among themselves

B. If you where the judge, would you grant the petition?Who is consideredpartner in the partnership Jose or Elfledo?

Answer:

No , I will deny the petition for partition, liquidation of the

assets. The partition , liquidation and winding up of thepartnership assets presupposes that existence of the partnership

relation of the petitioner. This right is intended under the

Civil Code in order to share the fruits of the partnership to its

partners in the case of death of the partner.

Elfledo is the partner. The receipt by a person of a share of

the profits of a business is a prima facie evidence that he is a

partner in the business, but no such inference shall be drawn if

such profits were received in payment:

(a) As a debt by installments or otherwise;

(b) As wages of an employee or rent to a landlord;

(c) As an annuity to a widow or representative of a

deceased partner;

(d) As interest on a loan, though the amount of payment

vary with the profits of the business;

(e) As the consideration for the sale of a goodwill of a

business or other property by installments or otherwise.


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[G.R. No. 193840 : June 15, 2011]

ALEXANDER S. GAISANO, PETITIONER, VS. BENJAMIN C. AKOL, RESPONDENT.

(COMPROMISE AGREEMENT)

FACTS:

Benjamin Akol , claimant for Civil Case No. 2006-010 for recovery of

shares of stock and damages against Alexander Gaisano and which case

was dismissed by the Branch 17 of the Regional Trial Court of Cagayan

de Oro City on June 204, 2008. Subequently upon the dismissal , within

the period , Ako elevated to the appellate court , hereby granted the

petition for the shares of stock on November 24, 2009 Decision and

August 23, 2010. Gaisano filed a petition for review on Certiorari with

the Supreme Court assailing the appellate court decision. During the

pendency of the Petition for Certiorari on review, both parties agreed

to terminate action based on the compromise agreement voluntarily

agreed by them and both of them bear their cost and expenses of the

litigation.

ISSUE:

Whether or not the compromise agreement is binding to terminate the

action pending with the Supreme Court?

HELD: Petition rendered moot and academic on the ground of compromise

agreement.

A compromise agreement is a contract whereby the parties make

reciprocal concessions, avoid litigation, or put an end to one already

commenced. Its validity depends on its fulfillment of the requisites and

principles of contracts dictated by law; its terms and conditions being notcontrary to law, morals, good customs, public policy and public order. The

agreement reveals it is a compromise agreement sanctioned under Article 2028

of the Civil Code to wit as follows:

A compromise is a contract whereby the parties, by making reciprocal

concessions, avoid a litigation or put an end to one already commenced.

Its terms and conditions are not contrary to law, morals, good customs,

public policy and public order. Hence, judgment can be validly rendered

thereon.


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Question:

Akol, a plaintiff , a shareholder of corporation filed a case against Ben

for the recovery of shares of stock. The case was dismissed in the Regional

trial court. Subseqently filed in the appellate court and granted the same

for the action for recovery of stocks. However damages was not awarded on

reason that there was no evidence of the damage in the action. Aggreived bythe decision Ben, file an petition for rewiew on certiorari with the Supreme

Court. However , while the case is pending both of the parties voluntarily

agreed for the compromise agreement to end litigation and to bear their own

expenses in the litigation. If you were the judge in the higher court, would

you grant the petition for review on certiorari?

Answer:

The petion will be rendered moot and academic. The agreement reveals it is a

compromise agreement sanctioned under Article 2028 of the Civil Code to wit

as follows:

A compromise is a contract whereby the parties, by making reciprocalconcessions, avoid a litigation or put an end to one already commenced.

Its terms and conditions are not contrary to law, morals, good customs,

public policy and public order. Hence, judgment can be validly rendered

thereon.

case for partnership and compromise agreement

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