Scribd Logo
Upload

Welcome to Scribd!

  • 78 views

    Mediola Vs CA

    Uploaded by

    Ron Ace
    Petitioner Mendiola entered into agreements with Pacfor (USA) to set up a representative office in the Philippines called Pacfor Phils, where Mendiola would serve as president. The agreements stated the operational expenses and Mendiola's salary would be funded equally by both parties, and profits would be shared 50-50. However, Pacfor's president later clarified that Mendiola had no ownership in Pacfor Phils and it was merely a "theoretical company" to divide income, not a true partnership. The Court agreed there was no partnership as Mendiola had no joint ownership or interest in partnership property, which is essential for a partnership. Additionally, a corporation like

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd

    Mediola Vs CA

    Uploaded by

    Ron Ace
    78 views1 page
    Petitioner Mendiola entered into agreements with Pacfor (USA) to set up a representative office in the Philippines called Pacfor Phils, where Mendiola would serve as president. The agreements stated the operational expenses and Mendiola's salary would be funded equally by both parties, and profits would be shared 50-50. However, Pacfor's president later clarified that Mendiola had no ownership in Pacfor Phils and it was merely a "theoretical company" to divide income, not a true partnership. The Court agreed there was no partnership as Mendiola had no joint ownership or interest in partnership property, which is essential for a partnership. Additionally, a corporation like

    Original Description:

    Case Digest

    Original Title

    Mediola vs CA

    Copyright

    © © All Rights Reserved

    Available Formats

    DOCX, PDF, TXT or read online from Scribd

    Did you find this document useful?

    Is this content inappropriate?

    Petitioner Mendiola entered into agreements with Pacfor (USA) to set up a representative office in the Philippines called Pacfor Phils, where Mendiola would serve as president. The agreements stated the operational expenses and Mendiola's salary would be funded equally by both parties, and profits would be shared 50-50. However, Pacfor's president later clarified that Mendiola had no ownership in Pacfor Phils and it was merely a "theoretical company" to divide income, not a true partnership. The Court agreed there was no partnership as Mendiola had no joint ownership or interest in partnership property, which is essential for a partnership. Additionally, a corporation like

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    78 views1 page

    Mediola Vs CA

    Uploaded by

    Ron Ace
    Petitioner Mendiola entered into agreements with Pacfor (USA) to set up a representative office in the Philippines called Pacfor Phils, where Mendiola would serve as president. The agreements stated the operational expenses and Mendiola's salary would be funded equally by both parties, and profits would be shared 50-50. However, Pacfor's president later clarified that Mendiola had no ownership in Pacfor Phils and it was merely a "theoretical company" to divide income, not a true partnership. The Court agreed there was no partnership as Mendiola had no joint ownership or interest in partnership property, which is essential for a partnership. Additionally, a corporation like

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 1

    ROGELIO P. MENDIOLA vs.

    COURT OF APPEALS and PNB


    G.R. No. 122807. July 5, 1996
    HERMOSISIMA, J:
    FACTS:
    Petitioner Mendiola (ATM) entered into a Side Agreement with Pacfor (USA) who will set up a
    representative office in the Philippines. They named said office as Pacfor Phils in which
    petitioner is president. In the agreement, petitioner’s base salary and the company’s
    overhead expenditures shall be borne by the representative office and shall be funded by
    Pacfor/ATM being equally owned on 50-50 equity by ATM and Pacfor-USA. The Side
    Agreement was later amended through a Revised Operating and Profit Sharing Agreement
    where petitioner’s salary was increased. However, both agreements show that the
    operational expenses will be borne by the representative office and funded by all parties “as
    equal partners,” while the profits and commissions will be shared among them.
    Years later, petitioner wrote Pacfor’s VP for Asia seeking confirmation of his 50% equity of
    Pacfor Phils to which Pacfor’s President replied that petitioner is not a part-owner, his office
    being just a representative office, a “theoretical company with the purpose of dividing the
    income 50-50.” He even stressed that the petitioner knew of this arrangement from
    beginning, having been the one to propose to them the setting up of a representative office,
    instead of a branch office, to save on taxes.

    ISSUE: Whether or not a partnership or co-ownership exists between the parties.

    HELD: Petitioner is an employee of Pacfor and no partnership or co-ownership exists


    between the parties. In a partnership, the members become co-owners of what is contributed
    to the firm capital and of all property that may be acquired thereby and through the efforts of
    the members. The property or stock of the partnership forms a community of goods, a
    common fund, in which each party has a proprietary interest. In fact, the New Civil Code
    regards a partner as a co-owner of specific partnership property. Each partner possesses a
    joint interest in the whole of partnership property. If the relation does not have this feature, it
    is not one of partnership. This essential element, the community of interest, or co-ownership
    of, or joint interest in partnership property is absent in the relations between petitioner and
    private respondent Pacfor. Petitioner is not a part-owner of Pacfor Phils. Pacfor's President
    established this fact when he said that Pacfor Phils. is simply a "theoretical company" for the
    purpose of dividing the income 50-50. He stressed that petitioner knew of this arrangement
    from the very start, having been the one to propose to private respondent Pacfor the setting
    up of a representative office, and "not a branch office" in the Philippines to save on taxes.
    Thus, the parties in this case, merely shared profits. This alone does not make a partnership.
    Besides, a corporation cannot become a member of a partnership in the absence of express
    authorization by statute or charter. This doctrine is based on the following considerations: (1)
    that the mutual agency between the partners, whereby the corporation would be bound by
    the acts of persons who are not its duly appointed and authorized agents and officers, would
    be inconsistent with the policy of the law that the corporation shall manage its own affairs
    separately and exclusively; and, (2) that such an arrangement would improperly allow
    corporate property to become subject to risks not contemplated by the stockholders when
    they originally invested in the corporation. No such authorization has been proved in the case
    at bar.

    You might also like