Documenti di Didattica
Documenti di Professioni
Documenti di Cultura
ON AGENCY,
TRUST AND
PARTNERSHIP
SUBMITTED BY:
Ranel De Lara
SUBMITTED TO:
Judge Ampuan
LOURDES
NAVARRO
AND
MENARDO
NAVARRO,
petitioners,
vs.
COURT OF APPEALS, JUDGE BETHEL KATALBASMOSCARDON, Presiding Judge, Regional Trial Court of
Bacolod City, Branch 52, Sixth Judicial Region and
Spouses OLIVIA V. YANSON AND RICARDO B. YANSON,
respondents.
G.R. No. 101847
May 27, 1993
FACTS:
Private respondent Olivia V. Yanson and Petitioner
Lourdes Navarro were engaged in the business of Air Freight
Service Agency. Pursuant to the Agreement which they
entered, they agreed to operate the said Agency; It is the
Private Respondent Olivia Yanson who supplies the
necessary equipment and money used in the operation of
the agency. Her brother in the person of Atty. Rodolfo
Villaflores was the manager thereof while petitioner Lourdes
Navarro was the Cashier; In compliance to her obligation as
stated in their agreement, private respondent brought into
their business certain chattels or movables or personal
properties. However, those personal properties remain to be
registered in her name; Among the provisions stipulated in
their agreement is the equal sharing of whatever proceeds
realized from their business; However, sometime on July 23,
1976, private respondent Olivia V. Yanson, in order for her to
recovery the above mentioned personal properties which she
brought into their business, filed a complaint against
petitioner Lourdes Navarro for "Delivery of Personal
Properties With Damages and with an application for a writ
of replevin. Private respondents' application for a writ of
replevin was later approved/granted by the trial court. For
her defense, petitioner Navarro argue that she and private
respondent Yanson actually formed a verbal partnership
which was engaged in the business of Air Freight Service
Agency. She contended that the decision sustaining the writ
of replevin is void since the properties belonging to the
partnership do not actually belong to any of the parties until
the final disposition and winding up of the partnership.
ISSUE:
RULING:
No. Prescription has not run in this case, it has never
begun. The three final stages of partnership are: a)
dissolution, b) winding up, and c) termination. In this case,
Emnace and his partners dissolved their partnership but
such did not perfect the dissolution because no accounting
took place. The partnership, although dissolved, continues to
exist and its legal personality is retained, at which time it
by
ELENITO
LIM,
FACTS:
In 1980, the heirs of Jose Lim alleged that Jose Lim
entered into a partnership agreement with Jimmy Yu and
Norberto Uy. The three contributed P50,000.00 each and
used the funds to purchase a truck to start their trucking
business. A year later however, Jose Lim died. The eldest
son of Jose Lim, Elfledo Lim, took over the trucking business
and under his management, the trucking business
prospered. Elfledo was able to but real properties in his
name. From one truck, he increased it to 9 trucks, all trucks
were in his name however. He also acquired other motor
vehicles in his name.
In 1993, Norberto Uy was killed. In 1995, Elfledo Lim died of
a heart attack. Elfledos wife, Juliet Lim, took over the
properties but she intimated to Jimmy and the heirs of
Norberto that she could not go on with the business. So the
properties in the partnership were divided among them.
Now the other heirs of Jose Lim, represented by Elenito Lim,
required Juliet to do an accounting of all income, profits, and
properties from the estate of Elfledo Lim as they claimed
that they are co-owners thereof. Juliet refused hence they
sued her.
The heirs of Jose Lim argued that Elfledo Lim acquired his
properties from the partnership that Jose Lim formed with
Norberto and Jimmy. In court, Jimmy Yu testified that Jose Lim
was the partner and not Elfledo Lim. The heirs testified that
Elfledo was merely the driver of Jose Lim.
ISSUE:
Who is the partner between Jose lim and Elfledo Lim in
a partnership?
RULING:
It is Elfledo Lim based on the evidence presented
regardless of Jimmy Yus testimony in court that Jose Lim was
the partner. If Jose Lim was the partner, then the partnership
would have been dissolved upon his death (in fact, though
the SC did not say so, I believe it should have been dissolved
upon Norbertos death in 1993). A partnership is dissolved
upon the death of the partner. Further, no evidence was
presented as to the articles of partnership or contract of
partnership
between
Jose,
Norberto
and
Jimmy.
Unfortunately, there is none in this case, because the
alleged partnership was never formally organized.
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 returns are 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 and Norberto.
AND
GOTESCO
FACTS:
Marsman Drysdale, Inc. (Marsman) and Gotesco
Properties, Inc. (Gotesco) entered into a joint venture
agreement for the construction and development of an office
building on a land owned by Marsman. They agreed on a 5050 ratio on the proceeds of the project, but did not agree on
how losses would be divided. The joint venture engaged the
services of Philippine Geoanalytics, Inc. (PGI) to provide
subsurface soil exploration, seismic study and geotechnical
engineering. PGI completed its seismic study but failed to
complete its subsurface soil exploration because the area
where drilling was to be made had not been cleared. The
building project was subsequently shelved due to
unfavorable economic conditions. PGI billed the joint venture
for work done, but was not paid despite its repeated
demands. PGI, thus, filed a collection case against Marsman
and Gotesco. Marsman passed the obligation to Gotesco
because under the joint venture agreement, Gotesco was
solely liable for the monetary expenses of the project, and
Marsmans participation was limited to the land. Gotesco, on
the other hand, asserted that PGI had no cause of action
against it as PGI had yet to complete the services in its
contract, and it was Marsmans failure to clear the property
of debris which prevented PGI from completing its work.
ISSUE:
Whether or not a joint venture between Marsman and
Gotesco is a form of partnership.
RULING:
Yes. A joint venture being a form of partnership, it is to
be governed by the laws on partnership. Under the laws on
partnership, particularly Article 1797 of the Civil Code, the
ISSUE:
Who are liable or the losses incurred by a joint venture
to a third person?
RULING:
Under Article 1824 of the Civil Code of the Philippines,
all partners are solidarily liable with the partnership for
everything chargeable to the partnership, including loss or
injury caused to a third person or penalties incurred due to
any wrongful act or omission of any partner acting in the
ordinary course of the business of the partnership or with the
Philex Mining
Revenue
Corp.
v.
Commissioner
of
Internal
Facts:
PAGCOR launched its Foreign Highroller Marketing
Program (Program). The Program aims to invite patrons from
foreign countries to play at the dollar pit of designated
PAGCOR-operated casinos under specified terms and
conditions and in accordance with industry practice. The
Korean-based ABS Corporation was one of the international
groups that availed of the Program. In a letter-agreement
dated 25 April 1996 (Junket Agreement), ABS Corporation
agreed to bring in foreign players to play at the five
designated gaming tables of the Casino Filipino Silahis at the
Grand Boulevard Hotel in Manila (Casino Filipino). Petitioner,
a Korean national, alleges that from November 1996 to
March 1997, he came to the Philippines four times to play for
high stakes at the Casino Filipino.
PAGCOR claims that petitioner, who was brought into
the Philippines by ABS Corporation, is a junket player who
played in the dollar pit exclusively leased by ABS Corporation
for its junket players. PAGCOR alleges that it provided ABS
Corporation with distinct junket chips. ABS Corporation
distributed these chips to its junket players. At the end of
each playing period, the junket players would surrender the
April 5, 1990
Facts:
On September 6, 1979 Gil Medalla, as commission
agent of the plaintiff Superior Shipping Corporation, entered
into a contract for hire of ship known as "MV Sea Runner"
with defendant National Grains Authority. Under the said
contract Medalla obligated to transport on the "MV Sea
Runner" 8,550 sacks of rice belonging to defendant National
Grains Authority from the port of San Jose, Occidental
Mindoro, to Malabon, Metro Manila.
Upon completion of the delivery of rice at its
destination, plaintiff on October 17, 1979, wrote a letter
requesting defendant NGA that it be allowed to collect the
amount stated in its statement of account.
On November 5, 1979, plaintiff wrote again defendant
NGA, this time specifically requesting that the payment for
freightage and other charges be made to it and not to
defendant Medalla because plaintiff was the owner of the
vessel "MV Sea Runner". In reply, defendant NGA on
November 16, 1979 informed plaintiff that it could not grant
its request because the contract to transport the rice was
entered into by defendant NGA and defendant Medalla who
did not disclose that he was acting as a mere agent of
plaintiff . Thereupon on November 19, 1979, defendant NGA
paid defendant Medalla the sum of P25,974.90, for freight
services in connection with the shipment of 8,550 sacks of
rice (Exhibit "A").
On December 4, 1979, plaintiff wrote defendant
Medalla demanding that he turn over to plaintiff the amount
of P27,000.00 paid to him by defendant NFA. Defendant
Medalla, however, "ignored the demand."
Plaintiff was therefore constrained to file the instant
complaint.
For services rendered, the National Food Authority paid Gil
Medalla P27,000.00 for freightage. Judgment was rendered
in favor of the plaintiff. Defendant National Food Authority
appealed to this court on the sole issue as to whether it is
Issue:
Whether or not the instant case falls within the
exception of the general rule provided for in Art. 1883 of the
Civil Code of the Philippines.
Ruling:
Petitioner NFA's contention holds no water. It is an
undisputed fact that Gil Medalla was a commission agent of
respondent Superior Shipping Corporation which owned the
vessel "MV Sea Runner" that transported the sacks of rice
belonging to petitioner NFA. The context of the law is clear.
Art. 1883, which is the applicable law in the case at bar
provides:
Art. 1883. If an agent acts in his own name, the principal has
no right of action against the persons with whom the agent
has contracted; neither have such persons against the
principal.
In such case the agent is the one directly bound in favor
of the person with whom he has contracted, as if the
transaction were his own, except when the contract involves
things belonging to the principal.
Facts:
Petitioner Valenzuela, a General Agent respondent
Philamgen, was authorized to solicit and sell all kinds of nonlife insurance. He had a 32.5% commission rate. From 1973
to 1975, Valenzuela solicited marine insurance from Delta
Motors, Inc. in the amount of P4.4 Million from which he was
entitled to a commission of 32%. However, Valenzuela did
not receive his full commission which amounted to P1.6
Million from the P4.4 Million. Premium payments amounting
to P1,946,886.00 were paid directly to Philamgen.
Valenzuelas commission amounted to P632,737.00.
Philamgen wanted to cut Valenzuelas commission to
50% of the amount. He declined.
When Philamgen offered
reiterated his objection.
again,
Valenzuela
firmly
Issue:
1. WON the agency contract is coupled with interest on the
part of agent Valenzuela.
2. Whether or not Philamgen can be held liable for damages
due to the termination of the General Agency Agreement it
entered into with the petitioners.
Ruling:
Ratio:
1. Yes, agency is one coupled with an interest. In any event
the principal's power to revoke an agency at will is so
pervasive. Records show that the agency is one "coupled
with an interest," and, therefore, should not be freely
revocable at the unilateral will of the company.
The records sustain the finding that the private
respondent started to covet a share of the insurance
business that Valenzuela had built up, developed and
nurtured. The company appropriated the entire insurance
business of Valenzuela. Worse, despite the termination of the
agency, Philamgen continued to hold Valenzuela jointly and
severally liable with the insured for unpaid premiums.
Under these circumstances, it is clear that Valenzuela
had an interest in the continuation of the agency when it was
unceremoniously terminated not only because of the
commissions he procured, but also Philamgens stipulation
liability against him for unpaid premiums. The respondents
cannot state that the agency relationship between
Valenzuela and Philamgen is not coupled with interest.
There is an exception to the principle that an agency is
revocable at will and that is when the agency has been given
not only for the interest of the principal but also for the
mutual interest of the principal and the agent. The principal
FACTS:
Private Respondent B.P. Mata & Co. Inc. (Mata), is a
private corporation engaged in providing goods and services
to shipping companies. Since 1966, it has acted as a
manning or crewing agent for several foreign firms. On
February 21, 1975, Security Pacific National Bank (SEPAC) of
Los Angeles which had an agency arrangement with
Philippine National Bank (PNB), transmitted a cable message
to the International Department of PNB to pay the amount of
US$14,000 to Mata.
On the basis of the cable message dated February 24,
1975 Cashier's Check No. 269522 in the amount of US$1,400
(P9,772.95) representing reimbursement from Star Kist.
ISSUE:
Whether or not there is implied trust between the
parties.
RULING:
Yes, while it is true that there is implied trust in the
case. We rule that petitioner's claim cannot prosper since it
is already barred by laches. It is a well-settled rule now that
an action to enforce an implied trust, whether resulting or
constructive, may be barred not only by prescription but also
by laches. While prescription is concerned with the fact of
delay, laches deals with the effect of unreasonable delay.
ABERTO HERBON, MARGARITO HERBON and GABINO
HERBON, petitioners,
vs.
LEOPOLDO
respondents.
T.
PALAD
and
HELENP.
CAYETANO,
FACTS:
Gonzalo Palad in his lifetime was a co-owner of a parcel
of agricultural land located in Poblacion, Bagac, Bataan
known as Lot 421, with an area of 32,944 square meters and
covered by Transfer Certificate of Title (TCT) No. 4408 of the
Register of Deeds of Bataan. Gonzalos share was conjugal
property, having been acquired during his marriage with
Alejandra Nava. Alejandra died in1949, Gonzalo contracted a
ISSUE:
Whether or not implied trust exist in this case.
RULING:
Yes, the Court finds that on matters of implied trust,
Article 1448 of the Civil Code provides: There is an implied
trust when property is sold\, and the legal estate is granted
to one party but the price is paid by another for the purpose
of having the beneficial interest of the property. The former
is the trustee, while the latter is the beneficiary. However, if
the person whom the title is conveyed is a child, legitimate
or illegitimate, of the one paying the price of the sale, no
trust is implied by law, it being disputably presumed that
there is a gift in favor of the child. The trust created is
sometimes referred to as a purchase money resulting trust,
the elements of which are: a) an actual payment of money,
property or services, or an equivalent, constituting valuable
consideration; and b) such consideration must be furnished
by the alleged beneficiary of a resulting trust.
FACTS:
Sometime in 1996, Sabas Limbaring subdivided his Lot
2325-D, covered by Transfer Certificate of Title (TCT) No.
5268, into two lots denominated as Lot Nos. 2325-D-1 and
2325-D-2. He then executed in favor of Jennifer Limbaring a
Deed of Sale for Lot 2325-D-2 for P60,000; and, in favor of
ISSUE:
Was there a trust created between Limbaring when he
purchased the properties in favor of his daughter.
RULING:
No, Under the last sentence of Article 1448,
respondents alleged acts paying the price of the subject
properties and, in the titles, naming his children as owners -raise the presumption that a gift was effected in their favor.
Respondent failed to rebut this presumption. Absent any
clear proof that a trust was created, he cannot be deemed a
real party in interest.49 That he should be deemed a trustor
on the basis merely of having paid the purchase price is
plainly contradicted by the presumption based on Article
1448 of the Civil Code "that there is a gift in favor of the
child," not with parent.
MARLENE CRISOSTOMO
Petitioners,
&
JOSE
G.
vs.
FLORITO M. GARCIA, JR., Respondent.
G.R. No. 164787
CRISOSTOMO,
FACTS:
On 24 September 1986, Victoria Garcia Vda. de
Crisostomo, mother of petitioner Jose G. Crisostomo, sold to
him, by way of a Deed of Absolute Sale, the property,
described in the aforesaid TCT including the improvements
and rights thereon, particularly described as TAG No. 84-2051097 (Urban Bliss Level I located at 163 Libis Talisay,
Caloocan City). In the Deed of Sale, petitioner Jose
Crisostomo and his sister Cristina Crisostomo signed as
witnesses in the execution of the instrument. Since they
were distant relatives, respondent allowed Victoria and her
children, petitioner Jose and Cristina, to stay in the subject
property as lessees under a Contract of Lease. By virtue of
the said deed of sale, respondent effected the transfer of the
tax declaration covering the property, under his name from
the City Assessors Office of Caloocan City.
However, before the transfer of title to respondent
could be completed, petitioners-spouses Jose and Marlene
Crisostomo were able to secure a loan from the National
Home Mortgage Finance Corporation using the subject
property as security through bad faith and machinations.
Worse, petitioners were able to transfer the subject property
under their names, obtaining TCT No. 273165, from the
Registry of Deeds of Caloocan City, without the knowledge
and consent of the respondent. Instead of an Answer,
petitioners filed an "Urgent Motion to Dismiss Action,"
alleging that since respondents cause of action is based on
an alleged deed of sale executed on 24 September 1986, the
cause of action of the respondent to enforce and to
implement the instrument arose on 24 September 1986 and
pursuant to Article 11446 of the Civil Code, the action must
be brought within 10 years from the time the right of action
accrues. Thus, from 24 September 1986, respondent had
only up to 24 September 1996 within which to file the action.
Since the complaint was filed only on 20 June 2002, or after
the lapse of more than 16 years, the cause of action is
clearly barred by prescription.
ISSUE:
RULING:
No, It is now well-settled that the prescriptive period to
recover property obtained by fraud or mistake, giving rise to
an implied trust under Art. 1456 of the Civil Code, is 10 years
pursuant to Art. 1144. This ten-year prescriptive period
begins to run from the date the adverse party repudiates the
implied trust, which repudiation takes place when the
adverse party registers the land.
Clearly, the applicable prescriptive period is ten years
under Art. 1144 and not four years under Arts. 1389 and
1391. Applying the law and jurisprudential declaration
above-cited to the allegations of fact in the complaint, it can
clearly be seen that respondent has a period of 10 years
from the registration of the title within which to file the
action. Since the title was registered in the name of the
petitioners on 16 November 1993, respondent had a period
of 10 years from the time of the registration within which to
file the complaint. Since the complaint was filed on 20 June
2002, the action clearly has not prescribed and was timelyfiled.
September 3, 2004
FACTS:
On July 15, 1981, Felomina, a spinster, pharmacist and
aunt of private respondent Lucila Ponce, purchased from the
late Estela Caldoza-Pacres a 44, 297 square meter
agricultural lot with the intention of giving said lot to her
niece, Lucila. Thus, in the deed of sale, the latter was
designated as the buyer of Lot 3, Pcs-10-000198, covered by
Original Certificate of Title No. P-27, Homestead Patent No. V1551 and located at Los Angeles, Butuan City. The total
consideration of the sale was P16,500.00, but only P4,500.00
was stated in the deed upon the request of the seller.
Subsequently, Felomina applied for the issuance of title in
the name of her niece. On April 28, 1992, Transfer Certificate
of Title (TCT) No. 2874 over the subject lot was issued in the
name of Lucila. Said title, however, remained in the
possession of Felomina who developed the lot through
Juanario Torreon and paid real property taxes thereon.
The relationship between Felomina and respondent
spouses Romeo and Lucila Ponce, however, turned sour. The
latter allegedly became disrespectful and ungrateful to the
point of hurling her insults and even attempting to hurt her
physically. Hence, Felomina filed the instant case for
revocation of implied trust to recover legal title over the
property. Private respondent spouses Lucila, also a
pharmacist, and Romeo, a marine engineer, on the other
hand, claimed that the purchase price of the lot was only
P4,500.00 and that it was them who paid the same. The
payment and signing of the deed of sale allegedly took place
in the office of Atty. Teodoro Emboy in the presence of the
seller and her siblings namely, Aquilino Caldoza and the late
Lilia Caldoza. A year later, Juanario approached Lucila and
ISSUE:
Is there an implied trust created between the parties?
RULING:
Yes, While Felomina sought to recover the litigated lot
on the ground of implied trust and not on the invalidity of
donation, the Court is clothed with ample authority to
address the latter issue in order to arrive at a just decision
that completely disposes of the controversy. Since rules of
procedure are mere tools designed to facilitate the
attainment of justice, they must be applied in a way that
equitably and completely resolve the rights and obligations
of the parties.
Finally, in deciding in favor of Felomina, the trial court
ordered respondent spouses to execute a deed of sale over
the subject lot in favor of Felomina in order to effect the
transfer of title to the latter. The proper remedy, however, is
provided under Section 10 (a), Rule 39 of the Revised Rules
of Civil Procedure which provides that " if real or personal
property is situated within the Philippines, the court in lieu of
directing a conveyance thereof may by an order divest the
title of any party and vest it in others, which shall have the
force and effect of a conveyance executed in due form of
law."