Tocao vs CA

Facts: William Belo introduced Nenita Anay to Marjorie Tocao. The three agreed to form a joint venture for the
sale of cooking wares. Belo was to contribute P.! million" Tocao also contributed some cash and she shall also
act as #resident and general manager" and Anay shall be in charge of marketing. Belo and Tocao s#ecifically
asked Anay because of her e$#erience and connections as a marketer. They agreed further that Anay shall
receive the following%
1. &'( share of annual net #rofits
2. )( overriding commission for weekly sales
3. *'( of sales Anay will make herself
4. ( share for her demo services
They o#erated under the name +eminesse ,nter#rise- this name was however registered as a sole
#ro#rietorshi# with the Bureau of .omestic Trade under Tocao. The joint venture agreement was not reduced to
writing because Anay trusted Belo/s assurances.
The venture succeeded under Anay/s marketing #rowess.
But then the relationshi# between Anay and Tocao soured. 0ne day- Tocao advised one of the branch managers
that Anay was no longer a #art of the com#any. Anay then demanded that the com#any be
audited and her shares be given to her.
ISSUE: Whether or not there is a #artnershi#.
HELD: 1es- even though it was not reduced to writing- for a #artnershi# can be instituted in any form. The fact
that it was registered as a sole #ro#rietorshi# is of no moment for such registration was only for the com#any/s
trade name.
Anay was not even an em#loyee because when they ventured into the agreement- they e$#licitly agreed to #rofit
sharing this is even though Anay was receiving commissions because this is only incidental to her efforts as a
head marketer.
The 2u#reme 3ourt also noted that a #artner who is e$cluded wrongfully from a #artnershi# is an innocent
#artner. 4ence- the guilty #artner must give him his due u#on the dissolution of the #artnershi# as well as
damages or share in the #rofits 5reali6ed from the a##ro#riation of the #artnershi# business and goodwill.7 An
innocent #artner thus #ossesses 5#ecuniary interest in every e$isting contract that was incom#lete and in the
trade name of the co8#artnershi# and assets at the time he was wrongfully e$#elled.7
An unjustified dissolution by a #artner can subject him to action for damages because by the mutual agency that
arises in a #artnershi#- the doctrine of delectus personae allows the #artners to have the power, although not
necessarily the right to dissolve the #artnershi#.
Tocao/s unilateral e$clusion of Anay from the #artnershi# is shown by her memo to the 3ubao office #lainly
stating that Anay was- as of 0ctober 9- &9:;- no longer the vice8#resident for sales of +eminesse ,nter#rise. By
that memo- #etitioner Tocao effected her own withdrawal from the #artnershi# and considered herself as having
ceased to be associated with the #artnershi# in the carrying on of the business. Nevertheless- the #artnershi#
was not terminated thereby" it continues until the winding u# of the business.