Marjorie Tocao & William Belo, petitioners

vs. Court of Appeals & Nenita Anay, respondents, 365 S 463

G.R. No. 127405, October 4, 2000
FACTS:

• Nenita Anay met William Belo in Bangkok, Thailand through her employer there. The
latter then introduced Anay to Marjorie Tocao, who desired to have a joint venture with
her for local distribution and importation of kitchen wares.
• They agreed to name the venture Geminesse Enterprise under the name of Tocao, where
Belo acted as a capitalist and financed the business, Tocao as the President and general
manager, and Anay as the head of the marketing department and then later became the
Vice President for Sales.
• They also agreed to not use Belo’s name in any documents relating to transactions with
West Bend Company, their supplier of kitchen wares. Instead, they would use Anay’s name
for their transactions as she has connections and expertise in this field and with the
mentioned company.
• The parties also agreed to give Anay the following:
o 10% of the annual profits of the venture
o 6% overriding commission of overall weekly production
o 30% of the sales that Anay would make
o 2% of her demonstration services.
• Anay was then invited to a meeting with the West Bend Company in California on July 25-
26, 1987. She left the country on July 13 of the same year and return in mid-August. She
continued performing services for their venture, and Belo signed a memo for Anay to
receive a 37% commission for her sales up to December 1987.
• On October 9, 1987, Anay learned that Tocao had signed a letter to their Cubao Office that
the former is no longer the Vice President for Sales of their business. October 10 when she
then received a notice that she’s not allowed to conduct and hold the office anymore in
their Makati and Cubao Offices.
• Anay then contacted Belo and wrote to him twice for her overriding commission (January
8-February 5, 1988), and demanded an audit of the company. Her lawyer then also wrote
to Belo, but still received no response. ‘
• On April 5, 1988, Anay filed a civil case against Belo and Tocao for the sum of money with
damages as listed below:
o P32,000.00 unpaid overriding commission
o P100,000.00 for moral damages
o P100,000.00 for exemplary damages.
• Belo and Tocao claimed that there had been no partnership established between them, as
Belo only acted as a guarantor for the venture’s finances, and Tocao is the sole owner of
the business. They also claimed that Anay was only a marketing demonstrator and not a
partner.
• The Trial Court then ruled that there is a partnership established and deemed the
petitioners liable for the following:
o 5% overriding commission on 150 cookware sets available for disposition when
Anay was wrongfully excluded from the partnership
o P32,000.00 overriding commission
o P100,000.00 moral damage, P100,000.00 exemplary damage
o P50,000.00 attorney's fees, P20,000.00 cost of suit
• Belo and Tocao then filed a petition against the Court of Appeals for the reconsideration
of this case.
ISSUE:
Whether or not there is a partnership between the parties, and if Belo and Tocao are liable for the
amount ruled upon by the Trial Court with damages?

RULING:
YES. There is an oral partnership agreement established between the parties as there was an
intention to create the partnership, common funds had been contributed (money and industry),
and there was a joint interest in the profits among them. Thus, this petition is denied.
Belo and Tocao are then ordered as liable to:

• 5% overriding commission on 150 cookware sets available for disposition when Anay was
wrongfully excluded from the partnership
• P32,000.00 overriding commission
• P50,000.00 moral damage, P50,000.00 exemplary damage
• P25,000.00 attorney’s fees
Antonio Lim Tanhu, DY Ochay, Alfonso Leonardo Ng Sua, & Co Oyo, petitioners
Vs. Hon. Jose R. Ramolete and Tan Put, respondents
G.R. No. L-40098, August 29, 1975

FACTS:

• Tee Hoon Lim Po Chuan, Alfonso Ng Sua, and Antonio Lim Tanhu were in a commercial
partnership named Glory Commercial Company, in which Tee Hoon was the manager.
Upon the death of the former, Tan Put, claiming to be his widow filed a complaint against
the spouses Lim Tanhu and Dy Ochay.
• The complaint then later included Lim Teck Chuan (son of Lim Tanhu & Dy Ochay),
spouses Alfonso Ng Sua & Co Oyo, and their son Eng Chong Leonardo.
• Tan Put claimed that she owns 1/3 of the company shares and that there had been no
liquidation of the venture after the death of the partner. Also, allegedly, the petitioners
continued to manage the company and used its funds to purchase lands and buildings, and
also used its assets to establish another corporation, Glory Commercial, Inc.
• Tan Put also claimed that he asked the petitioners to liquidate the company but the latter
failed to do so. Instead, they induced her to have a quitclaim which was executed. Lim
Tanhu was said to have offered her P65,000.00 and issued a receipt which she signed but
never received the amount or a copy of the receipt.
• She then demanded the accounting and liquidation of the company, but the defendants
refused and stated that they will not give her the shares.
• The judge, Hon. Jose R. Ramolete allowed the amendment filed by Tan Put, which was
then answered by a counterclaim of the defendants, that states that the respondent was
not the legitimate wife of Tee Hoon. Ang Siok Tin, the real Mrs. Tee Hoon was in Hong
Kong together with their 4 legitimate children. Therefore, Tan Put lacks the legal capacity
to sue them. The petitioners also denied the allegations of fraud.
• This counterclaim of the petitioners was accepted. However, on the pre-trial, spouses Lin
Tanhus and Ng Suas did not appear, making them declare in default. They then filed a
petition for reconsideration, but the court denied such.
• While the re-cross-examination of the testimony of Antonio Nuñez, Tan Put’s adopted son,
she suddenly filed a motion to drop her complaint against Lim Teck Chuan and Eng Chong
Leonardo, who were both defendants that are NOT in DEFAULT. This motion was granted
and the case against them was dismissed. While the spouses Lim Tanhus and Ng Suas
remain defendants in the case.
• Upon the mentioned dismissal, the petitioners claimed that the CFI has no authority to
divide the case among non-defaulted defendants and defaulted defendants, under the Sec.
4 Rule 18. Thus, all defendants must have a common fate in this case, win or lose. The
petitioners then prayed for the dismissal of the complaint applied to Lim Teck Chuan and
Eng Chong Leonardo to be applied to all of the defendants.

ISSUE:
Whether or not the dismissal of complaint be applied to all (defaulted and non-defaulted)
defendants.
RULING:
YES. The petitioners’/defendants’ claim was compulsory, as it refutes the causes of action in the
plaintiff’s complaint. The counterclaim of the defendants was pleaded before Tan Put motioned
to dismiss the complaint, therefore, the action shall not be dismissed unless the counterclaim can
remain pending for independent adjudication by the court.
Furthermore, all defendants are indispensable parties and under the rules of the court, when
indispensable, the party should not be dismissed before the court. Tan Put’s complaint and
motion for dismissal did not provide any justification at all. Hence, this petition was granted and
the complaint against all defendants was dismissed.
Gilda C. Lim, Wilhelmina Joven, & Ditas Lerios, petitioners
vs. Patricia Lim-Yu, respondent
G.R. No. 138343, February 19, 2001

FACTS:

• On October 7, 1994, Limpan Investment Corporation’s Board of Directors approved a

resolution that the corporation would make a partial payment to Gilda Lim for her legal
services amounting to P1,551,500.00 through issuing shares of stock (15,515 shares).
• Limpan’s Corporate Secretary, Jaime Manzano, then filed a request on SEC for the grant
of the exemption of the shares from the registration of requirements of the Revised
Securities Act. It was granted making Lim control 62.5% of the shares of the company. All
authorized capital stocks were fully subscribed.
• In July 1996, Patricia Lim-Yu, sister of Lim, filed a complaint against the company’s BOD
namely Lim, Wilhelmina Joven, Ditas Lerios, Augusto Bundang, Teresita Velez, and Jaime
Manzano.
• The petitioners then filed a motion to dismiss this case, as they claimed that Yu’s complaint
failed to state the cause of action against them and that she had been issued a Temporary
Restriction Order, allowing her to only act, enter or sign contracts for herself, without
affecting her parents, siblings, or any family-controlled corporation, in particular Limpan.
This TRO was issued upon the request of Yu’s appeal against Lim’s appointment as her
guardian.
• Petitioners claimed that with the above-mentioned TRO, Yu is incapable of filing a
derivative suit as her complaints would affect Limpan, a family-controlled corporation.

ISSUE:
Whether or not Patricia Lim-Yu had the legal capacity to file a complaint upon SEC against the
petitioners.

RULING:
YES. Yu is capable of filing such a complaint against the BOD of Limpan. The TRO issued allows
her to act for herself and enter into any contract, only if does not affect her parents, siblings, or
any family-controlled corporations. Her complaint against the petitioners relates to the denial of
her preemptive rights as a shareholder. Therefore, her capacity to file the case must be sustained,
as this does not violate the TRO issued to her. This act of filing a complaint does not affect any of
her parents, siblings, or a family-controlled corporation.