G.R.
No. 183374, G.R. No. 183376 June 29, 2010
FACTS
Marsman Drysdale Land, Inc. and Gotesco
Properties, Inc entered into a Joint Venture for the construction and
development of an office building on a land owned by Marsman Drysdale in Makati
City. The joint venture engaged the
services of Philippine Geoanalytics, Inc. to provide subsurface soil
exploration, laboratory testing, seismic study and geotechnical engineering for
the project. PGI, was, however, able to drill only four of five boreholes
needed to conduct its subsurface soil exploration and laboratory testing,
justifying its failure to drill the remaining borehole to the failure on the
part of the joint venture partners to clear the area where the drilling was to
be made. PGI was able to complete its seismic study though.
PGI then billed the joint venture for P284,553.50 representing the cost of
partial subsurface soil exploration and for P250,800 representing the cost of
the completed seismic study. Despite repeated demands from PGI, the
joint venture failed to pay its obligations.
PGI subsequently filed a complaint for collection of sum of
money and damages at the RTC of Quezon City against Marsman Drysdale and
Gotesco. In
its Answer with Counterclaim and Cross-claim, Marsman Drysdale passed the
responsibility of paying PGI to Gotesco which, under the JVA, was solely liable
for the monetary expenses of the project.
ISSUE
Which between joint venturers Marsman
Drysdale and Gotesco bears the liability to pay PGI its unpaid claims
RULING
The Court finds Marsman Drysdale and
Gotesco jointly liable to PGI. PGI
executed a technical service contract with the joint venture and was never a
party to the JVA. While the JVA clearly spelled out, inter alia, the capital contributions of Marsman Drysdale (land) and
Gotesco (cash) as well as the funding and financing mechanism for the project,
the same cannot be used to defeat the lawful claim of PGI against the two joint
venturers-partners.
A joint venture being a form of partnership, it is to be
governed by the laws on partnership. Article 1797 of the Civil Code
provides that, “The losses and profits shall be
distributed in conformity with the agreement. If only the share of each partner in the profits has been agreed upon, the share of
each in the losses shall be in the same proportion.”
In the JVA, Marsman Drysdale and Gotesco agreed on a 50-50
ratio on the proceeds of the project. They did
not provide for the splitting of losses, however, applying the above-quoted
provision of Article 1797 then, the same ratio applies in splitting the P535,353.50 obligation-loss of the
joint venture.
Marsman Drysdale and Gotesco being jointly liable, there is
no need for Gotesco to reimburse Marsman Drysdale for 50% of the aggregate sum
due to PGI. Allowing
Marsman Drysdale to recover from Gotesco what it paid to PGI would not only be
contrary to the law on partnership on division of losses but would partake of a
clear case of unjust enrichment at Gotescos expense.
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