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    Tucao - Case Digest

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    Jhona May Golilao Quiamco
    This case involves a dispute over whether a partnership existed between the parties involved in a joint business venture distributing kitchen cookware. The court ruled that based on the facts presented, the agreement and actions of the parties established a partnership. Key factors included the plaintiff contributing her expertise and business contacts which helped launch the successful venture, while one defendant financed the business and was involved in management decisions. Though not written, the oral agreement and conduct of the parties fulfilled the requirements to form a valid partnership under the law.

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    Tucao - Case Digest

    Uploaded by

    Jhona May Golilao Quiamco
    36 views3 pages
    This case involves a dispute over whether a partnership existed between the parties involved in a joint business venture distributing kitchen cookware. The court ruled that based on the facts presented, the agreement and actions of the parties established a partnership. Key factors included the plaintiff contributing her expertise and business contacts which helped launch the successful venture, while one defendant financed the business and was involved in management decisions. Though not written, the oral agreement and conduct of the parties fulfilled the requirements to form a valid partnership under the law.

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    Tucao_case digest

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    This case involves a dispute over whether a partnership existed between the parties involved in a joint business venture distributing kitchen cookware. The court ruled that based on the facts presented, the agreement and actions of the parties established a partnership. Key factors included the plaintiff contributing her expertise and business contacts which helped launch the successful venture, while one defendant financed the business and was involved in management decisions. Though not written, the oral agreement and conduct of the parties fulfilled the requirements to form a valid partnership under the law.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    36 views3 pages

    Tucao - Case Digest

    Uploaded by

    Jhona May Golilao Quiamco
    This case involves a dispute over whether a partnership existed between the parties involved in a joint business venture distributing kitchen cookware. The court ruled that based on the facts presented, the agreement and actions of the parties established a partnership. Key factors included the plaintiff contributing her expertise and business contacts which helped launch the successful venture, while one defendant financed the business and was involved in management decisions. Though not written, the oral agreement and conduct of the parties fulfilled the requirements to form a valid partnership under the law.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 3

    MARJORIE TOCAO v. CA, GR No.

    127405, 2000-10-04

    Facts: Private respondent Nenita A. Anay met petitioner William T. Belo, then the vice-president for
    operations of Ultra Clean Water Purifier

    Belo introduced Anay to… petitioner Marjorie Tocao, who conveyed her desire to enter into a joint
    venture with her for the importation and local distribution of kitchen cookwares. Belo volunteered
    to finance the joint venture and assigned to Anay the job of marketing the product considering her…
    experience and established relationship with West Bend Company

    Under the joint venture, Belo acted as capitalist, Tocao as president and general manager, and Anay
    as head of the marketing department and later, vice-president… for sales.

    The parties agreed that Belo’s name should not appear in any documents… relating to their
    transactions with West Bend Company. Instead, they agreed to use Anay’s name in securing
    distributorship of cookware from that company. The parties agreed further that Anay would be
    entitled to: (1) ten percent (10%) of the annual net profits of the business;

    (2) overriding commission of six percent (6%) of the overall weekly production; (3) thirty percent
    (30%) of the sales she would make; and (4) two percent (2%) for her demonstration services. The
    agreement was not reduced to writing on the strength of Belo’s assurances that he… was sincere,
    dependable and honest when it came to financial commitments.

    Thereafter, Roger Muencheberg of West Bend Company invited Anay to the distributor/dealer
    meeting in West Bend, Wisconsin, U.S.A.

    Anay accepted the invitation with the consent of Marjorie Tocao who, as president and general
    manager of Geminesse Enterprise

    Anay still received her five percent (5%) overriding commission up to December 1987. The following
    year, 1988, she did not receive the same commission although the company netted a gross sales of
    P13,300,360.00.

    On April 5, 1988, Nenita A. Anay filed Civil Case No. 88-509, a complaint for sum of money with
    damages[8] against Marjorie D. Tocao and William Belo before the Regional Trial Court of Makati,
    Branch 140.
    Issues: Whether or not a partnership exists

    Ruling: Petitioners admit that private respondent had the expertise to engage in the business of
    distributorship of cookware. Private respondent contributed such expertise to the partnership and
    hence, under the law, she was the industrial or managing partner. It was through her… reputation
    with the West Bend Company that the partnership was able to open the business of distributorship
    of that company’s cookware products; it was through the same efforts that the business was
    propelled to financial success.

    On the other hand, petitioner Belo’s denial that he financed the partnership rings hollow in the face
    of the established fact that he presided over meetings regarding matters affecting the operation of
    the business. Moreover, his having authorized in writing on October 7, 1987,… on a stationery of his
    own business firm, Wilcon Builders Supply, that private respondent should receive thirty-seven
    (37%) of the proceeds of her personal sales, could not be interpreted otherwise than that he had a
    proprietary interest in the business.

    The business venture operated under Geminesse Enterprise did not result in an employer-employee
    relationship between petitioners and private respondent. While it is true that the receipt of a
    percentage of net profits constitutes only prima facie evidence that the… recipient is a partner in the
    business,[25] the evidence in the case at bar controverts an employer-employee relationship
    between the parties.

    If indeed petitioner Tocao was private respondent’s employer, it is difficult to believe that they shall
    receive the same income in the business. In a partnership, each partner must share in the profits and
    losses of the venture, except that the industrial partner shall not be… liable for the losses.[31] As an
    industrial partner, private respondent had the right to demand for a formal accounting of the
    business and to receive her share in the net profit.[32]… a mere falling out or misunderstanding
    between… partners does not convert the partnership into a sham organization.[40] The partnership
    exists until dissolved under the law. Since the partnership created by petitioners and private
    respondent has no fixed term and is therefore a partnership at will… predicated on their mutual
    desire and consent, it may be dissolved by the will of a partner.

    An unjustified dissolution by a partner can subject him to action for damages because by the mutual
    agency that arises in a partnership, the doctrine of delectus personae allows the partners to have
    the power, although not necessarily the right to dissolve… the partnership.

    In this case, petitioner Tocao’s unilateral exclusion of private respondent from the partnership is
    shown by her memo to the Cubao office plainly stating that private respondent was, as of October 9,
    1987, no longer the vice-president for sales of Geminesse
    Enterprise.[43] By that memo, petitioner Tocao effected her own withdrawal from the partnership
    and considered herself as having ceased to be associated with the partnership in the carrying on of
    the business. Nevertheless, the partnership was not… terminated thereby; it continues until the
    winding up of the business.

    Principles:

    To be considered a juridical personality, a partnership must fulfill these requisites: (1) two or more
    persons bind themselves to contribute money, property or industry to a common fund; and (2)
    intention on the part of the partners to divide the profits among… themselves.[15] It may be
    constituted in any form; a public instrument is necessary only where immovable property or real
    rights are contributed thereto.[16] This implies that since a contract of partnership is consensual, an
    oral... contract of partnership is as good as a written one. Where no immovable property or real
    rights are involved, what matters is that the parties have complied with the requisites of a
    partnership. The fact that there appears to be no record in the Securities and Exchange

    Commission of a public instrument embodying the partnership agreement pursuant to Article 1772
    of the Civil Code[17] did not cause the nullification of the partnership.

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