Note: Article 1828 ( dissolution of a partnership is the change in the relation of the partners cause by any partner ceasing to be

associated…) Article 1830 (1)

Marjorie Tacao and William Belo, petitioners

vs. Issues

1.) WON the partnership exist.

Court of Appeals and Nenita Anay, respondents.
2.) WON Anay is entitled to damages
Facts:

William Belo introduced Nenita Anay to his girlfriend, Marjorie Held:

Tocao. The three agreed to form a joint venture for the sale of
kitchen cooking wares. Belo was the capitalist to contribute 1.) Affirmative. This is a partnership at will since
P2.5 million; Tocao also contributed some cash and she shall the partnership created by the parties has no
also act as president and general manager; and Anay shall be fixed term.
in charge of marketing. Belo and Tocao specifically asked
Anay because of her experience and connections as a The court cannot set aside the factual findings of
marketer. They agreed further that Anay shall receive the
the RTC and CA. In this case, both the trial and
following:
• 10% share of annual net profits the CA are one in ruling that petitioners and
• 6% overriding commission for weekly sales private respondent established a business
• 30% of sales Anay will make herself partnership. This Court finds no reason to rule
• 2% share for her demo services otherwise.

They operated under the name Geminesse Enterprise, this

Facts have shown that petitioners admitted
name was however registered as a sole proprietorship with
the Bureau of Domestic Trade under Tocao. The joint venture private respondent, because of her expertise in
agreement was not reduced to writing because Anay trusted engaging in the business of distribution of
Belo’s assurances. cookware. Anay then contributed such expertise,
thus under the law, she was an industrial partner
The venture succeeded under Anay’s marketing prowess. or managing partner.
But then the relationship between Anay and Tocao soured.
She received a note from one of the marketing managers that
Bello on the other hand, cannot claim that he is
Tocao barred Anay from holding office and conducting
demonstrations in Makati and Cubao offices. Anay attempeted merely a guarantor. Under the Civil code, 2055
to contact Belo and demanded her overriding commission and guaranty must be express. Bello failed to provide
audit of the company to determine her shareint he net profits. a documentary evidence to prove that he is
However, her letters were never answered. Thus, she merely a guarantor. Given this, it the facts have
instituted an action for sum of money and damages against shown that petitioners served as the capitalist
petitioners. partners since they merged their respective
capital and infused the amount into the
Petitioners contend that:
1.) There was no partnership, since the “alleged partnership of distributing cookware with Anay as
agreement” with Anay was neither reduced in writing managing partner.
nor ratified was either unenforceable or void or
inexistent. While it is true that the receipt of a percentage of
2.) Given such, the RTC has no jurisdiction and the net profits constitutes only prima facie evidence,
complaint should be lodged in the Department of
the evidence in the case at bar controverts an
Labor instead.
employer-employee relationship between te
The RTC ruled that: parties for the following reasons:
1.) There was indeed an oral partnership based on the a. Anay had a voice in the management of the
following: (a) there was an intent to create a affairs of the cookware distributorship
partnership; (b) a common fund was established; and b. Tocao had admitted that she and Anay
(c) there was a joint interest in the profit received only commissions and
2.) Also, the court ruled that it did not matter that the
transportation and not a fixed salary. If
agreement was not in writing because article 1771
provides that partnership may be constituted in any indeed Tocao was Anay’s employer, it is
form. difficult to believe that they shall receive the
3.) The court also held that a partner who is excluded same income in the business.
wrongfully from a partnership is an innocent partner.
Hence the guilty partner must give him his due upon
the dissolution of the partnership as well as damages
or sharing in the profits.

Petitioners; appealed to the CA. however, the CA

affirmed the ruling of the RTC and dismissed the
petition.
Note: Article 1828 ( dissolution of a partnership is the change in the relation of the partners cause by any partner ceasing to be
associated…) Article 1830 (1)

2.) Affirmative. Since it is a partnership at will, the

partnership may be dissolved by the will of a
partner provided that he acted in bad faith.
Otherwise, the partner is liable for damages.

In the case at bar, Tocao’s unilateral exclusion of

Anay from the partnership effected her own
withdrawal from the partnership and considered
herself as having ceased to be associated with
the partnership in the carrying on of the business.
However, the partnership was not terminated;
thereby it continues until the winding up of the
business.

Such withdrawal of Tocao’s dissolved the

partnership. She however, is liable for damages
since she acted in bad faith.

Tocao unilaterally excluded Anay from the

partnership to reap for herself and or for
petitioner Belo financial gains resulting from
Anay;s effort to make the business venture a
success.