1. Marsman Drysdale Land, Inc. vs. Philippine Geoanalytics, Inc. and Gotesco Properties, Inc.

Facts: Marsman and Gotesco entered into a joint venture agreement for the construction and development of an office
building on a land owned by Marsman. They agreed on a 50-50 ratio on the proceeds of the project, but did not agree on
how losses would be divided. The joint venture engaged the services of Philippine Geoanalytics, Inc. (PGI) to provide
subsurface soil exploration, seismic study and geotechnical engineering. PGI completed its seismic study but failed to
complete its subsurface soil exploration because the area where drilling was to be made had not been cleared. The
building project was subsequently shelved due to unfavorable economic conditions. PGI billed the joint venture for work
done, but was not paid despite its repeated demands. PGI, thus, filed a collection case against Marsman and Gotesco.
Marsman passed the obligation to Gotesco because under the joint venture agreement, Gotesco was solely liable for the
monetary expenses of the project, and Marsmans participation was limited to the land. Gotesco, on the other hand,
asserted that PGI had no cause of action against it as PGI had yet to complete the services in its contract, and it was
Marsmans failure to clear the property of debris which prevented PGI from completing its work.

Issue: Who between Marsman and Gotesco was liable to pay PGI its unpaid claims?

Held: Marsman and Gotesco are jointly liable to PGI. While the joint venture agreement clearly spelled out the capital
contributions of Marsman (land) and Gotesco (cash) and the funding mechanism, it cannot be used to defeat the lawful
claim of PGI against the two joint venturers partners. When there are two or more debtors, the obligation is presumed to
be joint unless the law or the obligation expressly states that the liability is solidary, or unless the nature of the obligation
requires solidary liability. In this case, since solidary liability was not required by law, or the contract, or by the nature of
the obligation, the obligation to PGI was presumed to be joint between Marsman and Gotesco. A joint venture being a
form of partnership, it is to be governed by the laws on partnership. Under the laws on partnership, particularly Article
1797 of the Civil Code, the losses and profits shall be distributed in accordance with the agreement

2. REALUBIT vs. PROSENCIO JASO and EDEN JASO

FACTS: Petitioner entered into a Joint Venture Agreement with Francis Eric Amaury Biondo, a French national, for the
operation of an ice manufacturing business. With Josefina as the industrial partner and Biondo as the capitalist partner,
the parties agreed that they would each receive 40% of the net profit, with the remaining 20% to be used for the payment
of the ice making machine which was purchased for the business. However, Biondo subsequently executed a Deed of
Assignment transferring all his rights and interests in the business in favor of respondent Eden Jaso, the wife of
respondent Prosencio Jaso. With Biondos eventual departure from the country, the Spouses Jaso caused their lawyer to
send Josefina a letter apprising her of their acquisition of said share in the business and formally demanding an
accounting and inventory thereof as well as the remittance of their portion of its profits. Faulting Josefina with unjustified
failure to heed their demand, the Spouses Jaso commenced the instant suit for specific performance, accounting,
examination, audit and inventory of assets and properties, dissolution of the joint venture, appointment of a receiver and
damages. The said complaint alleged that the Spouses Realubit had no gainful occupation or business prior to their joint
venture with Biondo and that aside from appropriating for themselves the income of the business, they have fraudulently
concealed the funds and assets thereof thru their relatives, associates or dummies. The Spouses Realubit claimed that
they have been engaged in the tube ice trading business under a single proprietorship even before their dealings with
Biondo.

ISSUES
1. Whether there was a valid assignment or rights to the joint venture
2. Whether the joint venture is a contract of partnership
RULING
1. Yes. As a public document not only enjoys a presumption of regularity but is also considered prima facie evidence of
the facts therein stated. A party assailing the authenticity and due execution of a notarized document is, consequently,
required to present evidence that is clear, convincing and more than merely preponderant.

2. Yes. Generally understood to mean an organization formed for some temporary purpose, a joint venture is likened
to a particular partnership or one which has for its object determinate things, their use or fruits, or a specific undertaking,
or the exercise of a profession or vocation. The rule is settled that joint ventures are governed by the law on
partnerships which are, in turn, based on mutual agency or delectus personae.

3. Heirs of Tan Eng Kee vs Court of Appeals

FACTS: Benguet Lumber has been around even before World War II but during the war, its stocks were confiscated by the
Japanese. After the war, the brothers Tan Eng Lay and Tan Eng Kee pooled their resources in order to revive the business.
In 1981, Tan Eng Lay caused the conversion of Benguet Lumber into a corporation called Benguet Lumber and Hardware
Company, with him and his family as the incorporators. In 1983, Tan Eng Kee died. Thereafter, the heirs of Tan Eng Kee
demanded for an accounting and the liquidation of the partnership.
Tan Eng Lay denied that there was a partnership between him and his brother. He said that Tan Eng Kee was merely an
employee of Benguet Lumber. He showed evidence consisting of Tan Eng Kees payroll; his SSS as an employee and
Benguet Lumber being the employee. As a result of the presentation of said evidence, the heirs of Tan Eng Kee filed a
criminal case against Tan Eng Lay for allegedly fabricating those evidence. Said criminal case was however dismissed for
lack of evidence.
ISSUE: Whether or not Tan Eng Kee is a partner.
HELD: No. There was no partnership between the brothers. In determining whether a partnership exists, these rules shall
apply:
(1) Except as provided by Article 1825, persons who are not partners as to each other are not partners as to third persons;
(2) Co-ownership or co-possession does not of itself establish a partnership, whether such co-owners or co-possessors do
or do not share any profits made by the use of the property;
(3) The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a
joint or common right or interest in any property which the returns are derived;
(4) The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the
business, but no such inference shall be drawn if such profits were received in payment:
(a) As a debt by installment or otherwise;
(b) As wages of an employee or rent to a landlord;
(c) As an annuity to a widow or representative of a deceased partner;
(d) As interest on a loan, though the amount of payment vary with the profits of the business;
(e) As the consideration for the sale of a goodwill of a business or other property by installments or otherwise.
VILLAREAL V. RAMIREZ

Facts:

In 1984, Villareal, Carmelito Jose and Jesus Jose formed a partnership with a capital of P750,000for the operation of a
restaurant and catering business. Respondent Ramirez joined as a partner in the business with the capital contribution of
P250,000. In 1987, Jesus Jose withdrew from the partnership and within the same time, Villareal and Carmelito Jose,
petitioners closed the business without prior knowledge of respondents In March 1987, respondents wrote a letter to
petitioners stating that they were no longer interested in continuing the partnership and that they were accepting the
latters offer to return their capital contribution. This was left unheeded by the petitioners, and by reason of which
respondents filed a complaint in the RTC.RTC ruled that the parties had voluntarily entered into a partnership, which
could be dissolved at any time, and this dissolution was showed by the fact that petitioners stopped operating the
restaurant. On appeal, CA upheld RTCs decision that the partnership was dissolved and it added that respondents had no
right to demand the return of their capital contribution. However since petitioners did not give the proper accounting for
the liquidation of the partnership, the CA took it upon itself to compute their liabilities and the amount that is proper to
the respondent. The computation of which was:(capital of the partnership outstanding obligation) / remaining partners
=amount due to private respondent

Issue: WON petitioners are liable to respondents for the latters share in the partnership

Ruling: The partnership has a juridical personality separate and distinct from that of each of the partners. Since the capital
was contributed to the partnership, not to petitioners, it is the partnership that must refund the equity of the retiring
partners. However, before the partners can be paid their shares, the creditors of the partnership must first be
compensated.

5. Cuenco v. Vda. De Manguerra

FACTS:Concepcion (respondent) filed the initiatory complaint herein for specific performance against her uncle
Miguel Cuenco. Concepcions father and Miguel Cuenco formed the Cuenco and Cuenco law offices. They served as
lawyers in two cases involving a dispute among relatives over ownership of a lot. Records of said cases indicate the name
of the Miguel alone as counsel of record, but in truth and in fact the real lawyer behind the success of said cases was the
influential Don Mariano Jesus Cuenco. After winning the said cases, Mariano Cuenco entrusted the lot to Miguel.
Miguel was able to obtain in his own name a title for the said lot. Miguel was under the obligation to hold the title in trust
for his brother Marianos children by first marriage.

ISSUE: WON Partnership exists between the parties

HELD: A trust is a legal relationship between one having an equitable ownership in a property and another having legal
title to it. Trust relations between parties may either be express or implied. Express trusts are created by the direct and
positive acts of the parties, indicated through some writing, deed, will, or words evidencing an intention to create a trust.
On the other hand, implied trusts are those that, without being express, are deducible from the nature of the transaction
as matters of intent or which are super induced on the transaction by operation of law as a matter of equity,
independently of the particular intention of the parties. Implied trusts may either be resulting or constructive trusts, both
coming into being by operation of law. Resulting trusts are presumed to have been contemplated by the parties and are
based on the equitable doctrine that valuable consideration, not legal title, determines the equitable title or
interest. These trusts arise from the nature of or the circumstances involved in a transaction, whereby legal title becomes
vested in one person, who is obligated in equity to hold that title for the benefit of another. Constructive trusts are
created by the construction of equity in order to satisfy the demands of justice and prevent unjust enrichment. They arise
contrary to intention against one who, by fraud, duress or abuse of confidence, obtains or holds the legal right to property
which he ought not, in equity and good conscience, to hold.