G.R. No. 143340 August
15, 2001
FACTS
Lamberto T. Chua,
respondent, filed a complaint against Lilibeth Sunga Chan and Cecilia Sunga, daughter
and wife, respectively of the deceased Jacinto L. Sunga, for "Winding Up
of Partnership Affairs, Accounting, Appraisal and Recovery of Shares and
Damages with Writ of Preliminary Attachment" with the RTC of Zamboanga del
Norte.
Respondent alleged that
he verbally entered into a partnership with Jacinto in the distribution of
Shellane Liquefied Petroleum Gas in Manila. For business convenience,
respondent and Jacinto allegedly agreed to register the business name of their partnership
under the name of Jacinto as a sole
proprietorship. Respondent allegedly delivered his initial capital
contribution of P100,000.00 to Jacinto while the latter in turn produced
P100,000.00 as his counterpart contribution, with the intention that the
profits would be equally divided between them. Its business operation
went quite and was profitable. Respondent claimed that he could attest to
success of their business because of the volume of orders and deliveries.
Respondent however suspected that the amount indicated in these documents were
understated and undervalued by Jacinto and Josephine for their own selfish
reasons and for tax avoidance.
Upon Jacinto's death
his surviving wife, petitioner Cecilia and particularly his daughter, petitioner
Lilibeth, took over the operations, control, custody, disposition and
management of Shellite without respondent's consent. Despite respondent's
repeated demands upon petitioners for accounting, inventory, appraisal, winding
up and restitution of his net shares in the partnership, petitioners failed to
comply. Petitioner Lilibeth allegedly continued the operations of Shellite,
converting to her own use and advantage its properties.
Respondent claimed that
after petitioner Lilibeth ran out the alibis and reasons to evade respondent's
demands, she disbursed out of the partnership funds the amount of P200,000.00
and partially paid the same to respondent. Petitioner Lilibeth allegedly
informed respondent that the amount represented partial payment of the latter's
share in the partnership, with a promise that the former would make the
complete inventory and winding up of the properties of the business
establishment. Despite such commitment, petitioners allegedly failed to comply
with their duty to account, and continued to benefit from the assets and income
of Shellite to the damage and prejudice of respondent.
ISSUE
1. Whether a
partnership existed between respondent and Jacinto from 1977 until Jacinto's
death
2. Whether the
partnership is invalid on the ground that it was not registered to SEC
RULING
1. Yes. A
partnership may be constituted in any form, except where immovable property of
real rights are contributed thereto, in which case a public instrument shall
necessary. Hence, based on
the intention of the parties, a verbal contract of partnership may arise. The essential profits that must be
proven to that a partnership was agreed upon are (1) mutual contribution to a
common stock, and (2) a joint interest in the profits. Understandably so, in view of the absence
of the written contract of partnership between respondent and Jacinto,
respondent resorted to the introduction of documentary and testimonial evidence
to prove said partnership. The "Dead Man's Statute" was
applied by the petitioner to this case so as to render inadmissible
respondent's testimony and that of his witness, Josephine. However, petitioners'
reliance alone on such cannot prevail over the factual findings of the trial
court and the Court of Appeals that a partnership was established between
respondent and Jacinto.
Considering that the
death of a partner results in the dissolution of the partnership, in this case, it was Jacinto's death that respondent as the
surviving partner had the right to an account of his interest as against
petitioners. It bears stressing that while Jacinto's death dissolved the
partnership, the dissolution did not immediately terminate the partnership. The
Civil Code expressly provides that upon dissolution, the
partnership continues and its legal personality is retained until the complete
winding up of its business, culminating in its termination.
2. It is valid. Petitioners
maintain that said partnership that had initial capital of P200,000.00 should
have been registered with the Securities and Exchange Commission (SEC) since
registration is mandated by the Civil Code, True, Article 1772 of the Civil
Code requires that partnerships with a capital of P3,000.00 or more must
register with the SEC, however, this registration requirement is not mandatory.
Article 1768 of the Civil Code explicitly provides that the
partnership retains its juridical personality even if it fails to register. The
failure to register the contract of partnership does not invalidate the same as
among the partners, so long as the contract has the essential requisites,
because the main purpose of registration is to give notice to third parties,
and it can be assumed that the members themselves knew of the contents of their
contract. In the case at
bar, non-compliance with this directory provision of the law will not
invalidate the partnership considering that the totality of the evidence proves
that respondent and Jacinto indeed forged the partnership in question.
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