G.R.
No. 178782 September 21, 2011
FACTS
Petitioner Josefina Realubit entered into
a Joint Venture
Agreement with
Francis Eric Amaury Biondo, a French national, for the operation of an ice
manufacturing business. With Josefina as the industrial partner and Biondo
as the capitalist partner, the parties agreed that they would each receive 40%
of the net profit, with the remaining 20% to be used for the payment of the ice
making machine which was purchased for the business. For
and in consideration of the sum of P500,000.00,
however, Biondo subsequently executed a Deed of Assignment transferring all his rights and interests in the
business in favor of respondent Eden Jaso, the wife of respondent Prosencio Jaso. With Biondo’s eventual departure from the country, the
Spouses Jaso caused their lawyer to send Josefina a letter apprising her of
their acquisition of said Frenchmans share in the business and formally
demanding an accounting and inventory thereof as well as the remittance of
their portion of its profits.
Faulting Josefina with unjustified
failure to heed their demand, the Spouses Jaso commenced the instant suit
for specific performance, accounting, examination, audit and inventory of
assets and properties, dissolution of the joint venture, appointment of a
receiver and damages. The said complaint alleged that the Spouses
Realubit had no gainful occupation or business prior to their joint venture
with Biondo and that aside from appropriating for themselves the income
of the business, they have fraudulently concealed the funds and assets thereof
thru their relatives, associates or dummies. The Spouses Realubit
claimed that they have been engaged in the tube ice trading business under a
single proprietorship even before their dealings with Biondo.
The RTC rendered its Decision discounting the existence of
sufficient evidence from which the income, assets and the supposed dissolution
of the joint venture can be adequately reckoned. Upon the finding,
however, that the Spouses Jaso had been nevertheless subrogated to Biondos
rights in the business in view of their valid acquisition of the latters share
as capitalist partner. On appeal before the CA, the foregoing decision
was set aside
upon
the following findings that the Spouses Jaso validly acquired Biondos share in
the business which had been transferred to and continued its operations
and not dissolved as claimed by the Spouses Realubit.
ISSUES
1. Whether there was a valid assignment or rights to the joint
venture
2. Whether the joint venture is a contract
of partnership
3.
Whether Jaso acquired the title of
being a partner based on the Deed of Assignment
RULING
1. Yes. As a public document, the Deed of Assignment Biondo executed in favor of Eden not
only enjoys a presumption of regularity but is also
considered prima facie evidence
of the facts therein stated. A
party assailing the authenticity and due execution of a notarized document is,
consequently, required to present evidence that is clear, convincing and more
than merely preponderant. In view of the Spouses Realubits failure to
discharge this onus, we find that both the RTC and the CA correctly upheld the
authenticity and validity of said Deed of Assignment upon the combined strength of the
above-discussed disputable presumptions and the testimonies elicited from Eden
and Notary Public Rolando Diaz.
2.
Yes. Generally understood to mean an
organization formed for some temporary purpose, a joint venture is likened to a particular partnership or one which has for its object
determinate things, their use or fruits, or a specific undertaking, or the
exercise of a profession or vocation. The rule is settled that joint ventures
are governed by the law on partnerships which
are, in turn, based on mutual agency or delectus
personae.
3.
No. It is evident that the transfer
by a partner of his partnership interest does not make the assignee of such
interest a partner of the firm, nor entitle the assignee to interfere in the
management of the partnership business or to receive anything except the
assignees profits. The assignment does not purport to transfer an
interest in the partnership, but only a future contingent right to a portion of
the ultimate residue as the assignor may become entitled to receive by virtue
of his proportionate interest in the capital. Since a partner’s interest in the
partnership includes his share in the profits, we find that the CA committed no
reversible error in ruling that the Spouses Jaso are entitled to Biondos share in the profits, despite Juanitas lack of consent to the assignment of said
Frenchmans interest in the joint venture. Although Eden did
not, moreover, become a partner as a consequence of the assignment and/or
acquire the right to require an accounting of the partnership business, the CA
correctly granted her prayer for dissolution of the joint venture conformably
with the right granted to the purchaser of a partner’s interest under Article
1831 of the Civil Code.
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