Estanislao, Jr.

vs CA
G.R. No. L-49982
April 27, 1988
Facts:
Petitioner and private respondents are brothers and sisters who are coowners of certain lots which were then being leased to the Shell.
They agreed to open and operate a gas station thereat to be known as
Estanislao Shell Service Station with an initial investment of P 15,000 to
be taken from the advance rentals due to them from SHELL for the
occupancy of the said lots.
A joint affidavit was executed where they agreed that their brother, Eligio
Estanislao, petitioner herein, will operate and manage the gasoline
service station of the family.
When they negotiated with Shell, it was agreed that petitioner would
apply for the dealership as per Shells policy.
The parties entered into an Additional Cash Pledge Agreement with Shell
wherein it was agreed that the P 15,000 advance rental shall be deposited
with Shell to cover for fuel advances to petitioner as dealer with a proviso
that said agreement "cancels and supersedes the Joint Affidavit executed
by the co-owners."
For sometime, the petitioner submitted financial statements regarding the
operation of the business to private respondents, but thereafter petitioner
failed to render subsequent accounting. Hence, a demand was made on
petitioner to render an accounting of the profits.
The financial report showed that the business was able to make a profit.
Thus, private respondents filed a complaint praying for the petitioner to:
(1) execute a public document embodying all the provisions of the
partnership agreement entered into between plaintiffs and defendant; (2)
render a formal accounting of the business operation; (3) pay the plaintiffs
their shares in the net profits of the business.
The temporary presiding judge of the trial court dismissed the complaint.
However, the newly appointed presiding judge rendered a favourable
decision to the motion for reconsideration.
The CA affirmed the decision of the trial court, and denied the MR.
Petitioner contended that whatever partnership agreement there was in
the Joint Affidavit was revoked by virtue of a stipulation in the Additional
Cash Pledge Agreement cancelling and superseding that previous Joint
Affidavit.
Issue:
Is there a partnership that existed between members of the same family
arising from their joint ownership of certain properties? YES.

Held:
Said cancelling provision was necessary for the Joint Affidavit speaks of P
15,000 advance rentals while the latter agreement also refers to advance
rentals of the same amount.
There is, therefore, a duplication of reference to the P 15,000 hence
the need to provide in the subsequent document that it "cancels and
supersedes" the previous one.
Although the latter document is silent as to the statement in the Joint
Affidavit that the P15,000 represents the "capital investment" of the parties
and it speaks of petitioner as the sole dealer, such arrangement was done to
comply with Shells policy of appointing only one dealer.
This is as it should be for in the latter document Shell was a signatory
and it would be against its policy if in the agreement it should be
stated that the business is a partnership with private respondents and
not a sole proprietorship of petitioner.
There was a partnership agreement between the parties.
Petitioner submitted to private respondents periodic accounting of the
business.
Petitioner gave a written authority to private respondent Remedios
Estanislao, his sister, to examine and audit the books of their "common
business (aming negosyo).
Respondent Remedios assisted in the running of the business. There is
no doubt that the parties formed a partnership when they bound
themselves to contribute money to a common fund with the intention
of dividing the profits among themselves.
The sole dealership by the petitioner and the issuance of all
government permits and licenses in the name of petitioner was in
compliance with the afore-stated policy of Shell and the understanding
of the parties of having only one dealer of the Shell products.