Professional Documents
Culture Documents
SYLLABUS
DECISION
"WHEREFORE, in view of all above, the complaint of On June 10, 1965, Lim doing business under the name
plaintiff Pioneer against defendants Bormaheco, the and style of SAL executed in favor of Pioneer as deed of
Cervanteses and Constancio B. Maglana, is dismissed. chattel mortgage as security for the latter’s suretyship in
Instead, plaintiff is required to indemnify the favor of the former. It was stipulated therein that Lim
defendants Bormaheco and the Cervanteses the transfer and convey to the surety the two aircrafts. The
amount of P20,000.00 as attorney’s fees and the deed (Exhibit D) was duly registered with the Office of the
amount of P4,379.21, per year from 1966 with legal Register of Deeds of the City of Manila and with the Civil
rate of interest up to the time it is paid. Aeronautics Administration pursuant to the Chattel
Mortgage Law and the Civil Aeronautics Law (Republic Act
No. 776), respectively.
"Furthermore, the plaintiff is required to pay Constancio
B. Maglana the amount of P20,000.00 as attorney’s fees
and costs. Lim defaulted on his subsequent installment payments
prompting JDA to request payments from the surety.
Pioneer paid a total sum of P298,626.12.
"No moral or exemplary damages is awarded against
plaintiff for this action was filed in good faith. The fact
that the properties of the Bormaheco and the Pioneer then filed a petition for the extrajudicial
Cervanteses were attached and that they were required foreclosure of the said chattel mortgage before the Sheriff
to file a counterbond in order to dissolve the of Davao City. The Cervanteses and Maglana, however,
attachment, is not an act of bad faith. When a man tries filed a third party claim alleging that they are co-owners
to protect his rights, he should not be saddled with of the aircrafts.
moral or exemplary damages. Furthermore, the rights
exercised were provided for in the Rules of Court, and it
was the court that ordered it, in the exercise of its On July 19, 1966, Pioneer filed an action for judicial
discretion. foreclosure with an application for a writ of preliminary
attachment against Lim and respondents, the
Cervanteses, Bormaheco and
"No damage is decided against Malayan Insurance Maglana.chanroblesvirtualawlibrary
Company, Inc., the third-party defendant, for it only
secured the attachment prayed for by the plaintiff
Pioneer. If an insurance company would be liable for In their Answers, Maglana, Bormaheco and the
damages in performing an act which is clearly within its Cervanteses filed cross-claims against Lim alleging that
power and which is the reason for its being, then they were not privies to the contracts signed by Lim and,
nobody would engage in the insurance business. No by way of counterclaim, sought for damages for being
further claim or counter-claim for or against anybody is exposed to litigation and for recovery of the sums of
declared by this Court." (Rollo — G.R. No. 24197, pp. money they advanced to Lim for the purchase of the
15-16) aircrafts in question.
defendants the amount in excess of P298,666.28 would
be tantamount to unjust enrichment as it has already
After trial on the merits, a decision was rendered
been paid by the reinsurance company of the amount
holding Lim liable to pay Pioneer but dismissed
plaintiff has paid to JDA as surety of defendant Lim vis-a-
Pioneer’s complaint against all other defendants.
vis defendant Lim’s liability to JDA. Well settled is the rule
that no person should unjustly enrich himself at the
As stated earlier, the appellate court modified the trial expense of another (Article 22, New Civil Code)." (Rollo-
court’s decision in that the plaintiffs complaint against 84197, pp. 24-25).
all the defendants was dismissed. In all other respects
the trial court’s decision was affirmed.
The petitioner contends that — (1) it is at a loss where
respondent court based its finding that petitioner was
We first resolve G.R. No. 84197. paid by its reinsurer in the aforesaid amount, as this
matter has never been raised by any of the parties herein
both in their answers in the court below and in their
Petitioner Pioneer Insurance and Surety Corporation respective briefs with respondent court; (Rollo, p. 11) (2)
avers that:chanrob1es virtual 1aw library even assuming hypothetically that it was paid by its
reinsurer, still none of the respondents had any interest in
the matter since the reinsurance is strictly between the
RESPONDENT COURT OF APPEALS GRIEVOUSLY ERRED petitioner and the re-insurer pursuant to section 91 of the
WHEN IT DISMISSED THE APPEAL OF PETITIONER ON Insurance Code; (3) pursuant to the indemnity
THE SOLE GROUND THAT PETITIONER HAD ALREADY agreements, the petitioner is entitled to recover from
COLLECTED THE PROCEEDS OF THE REINSURANCE ON respondents Bormaheco and Maglana; and (4) the
ITS BOND IN FAVOR OF THE JDA AND THAT IT CANNOT principle of unjust enrichment is not applicable
REPRESENT A REINSURER TO RECOVER THE AMOUNT considering that whatever amount he would recover from
FROM HEREIN PRIVATE RESPONDENTS AS DEFENDANTS the co-indemnitor will be paid to the reinsurer.
IN THE TRIAL COURT. (Rollo — G.R. No. 84197, p. 10)
"We find no merit in plaintiffs appeal. It is undisputed A cursory reading of the trial court’s lengthy decision
that plaintiff Pioneer had reinsured its risk of liability shows that two of the issues threshed out
under the surety bond in favor of JDA and subsequently were:chanrob1es virtual 1aw library
collected the proceeds of such reinsurance in the sum
of P295,000.00. Defendants’ alleged obligation to
Pioneer amounts to P295,000.00, hence, plaintiff’s x x x
instant action for the recovery of the amount of
P298,666.28 from defendants will no longer prosper.
Plaintiff Pioneer is not the real party in interest to
institute the instant action as it does not stand to be "1. Has Pioneer a cause of action against defendants
benefited or injured by the judgment. with respect to so much of its obligations to JDA as has
been paid with reinsurance money?
"The total amount paid by Pioneer to JDA is Nevertheless, the petitioner argues that the appeal as
P299,666.29. Since Pioneer has collected P295,000.00 regards the counter indemnitors should not have been
from the reinsurers, the uninsured portion of what it dismissed on the premise that the evidence on record
paid to JDA is the difference between the two amounts, shows that it is entitled to recover from the counter
or P3,666.28. This is the amount for which Pioneer may indemnitors. It does not, however, cite any grounds
sue defendants, assuming that the indemnity except its allegation that respondent "Maglana’s defense
agreement is still valid and effective. But since the and evidence are certainly incredible" (p. 12, Rollo) to
amount realized from the sale of the mortgaged back up its contention.
chattels are P35,000.00 for one of the airplanes and
P2,050.00 for a spare engine, or a total of P37,050.00,
Pioneer is still overpaid by P33,383.72. Therefore, On the other hand, we find the trial court’s findings on the
Pioneer has no more claim against defendants." ‘ matter replete with evidence to substantiate its finding
(Record on Appeal, pp. 360-363). that the counter-indemnitors are not liable to the
petitioner. The trial court stated:jgc:chanrobles.com.ph
SAL or Lim, having failed to pay the second to the eight "‘Art. 2079. An extension granted to the debtor by the
and last installments to JDA and Pioneer as surety creditor without the consent of the guarantor extinguishes
having made of the payments to JDA, the alternative the guaranty. The mere failure on the part of the creditor
remedies open to Pioneer were as provided in Article to demand payment after the debt has become due does
1484 of the New Civil Code, known as the Recto Law. not of itself constitute any extension of time referred to
herein, (New Civil Code).’"
2. That defendants are jointly liable to plaintiff for the following amounts,
subject to the modifications as hereinafter made by reason of the special and
unique facts and circumstances and the proceedings that transpired during the trial
of this case;
b. 12% interest per annum counted from date of plaintiff’s invoices and
computed on their respective amounts as follows:chanrob1es virtual 1aw library
It was established that Lim Tong Lim requested Peter Yao to engage in ii. Accrued interest of P27,904.02 on Invoice No. 14413 for P146,868.00
commercial fishing with him and one Antonio Chua. The three agreed to dated February 13, 1990;
purchase two fishing boats but since they do not have the money they
borrowed from one Jesus Lim (brother of Lim Tong Lim). They again iii. Accrued interest of P12,920.00 on Invoice No. 14426 for P68,000.00 dated
borrowed money and they agreed to purchase fishing nets and other fishing February 19, 1990;
equipments. Now, Yao and Chua represented themselves as acting in behalf of
“Ocean Quest Fishing Corporation” (OQFC) they contracted with Philippine c. P50,000.00 as and for attorney’s fees, plus P8,500.00 representing
Fishing Gear Industries (PFGI) for the purchase of fishing nets amounting to P500.00 per appearance in court;
more than P500k.
d. P65,000.00 representing P5,000.00 monthly rental for storage charges
They were however unable to pay PFGI and so they were sued in their own on the nets counted from September 20, 1990 (date of attachment) to September
names because apparently OQFC is a non-existent corporation. Chua admitted 12, 1991 (date of auction sale);chanroblesvirtuallawlibrary
liability and asked for some time to pay. Yao waived his rights. Lim Tong Lim
however argued that he’s not liable because he was not aware that Chua and e. Cost of suit.
Yao represented themselves as a corporation; that the two acted without his
knowledge and consent. "With respect to the joint liability of defendants for the principal obligation or for
the unpaid price of nets and floats in the amount of P532,045.00 and P68,000.00,
ISSUE: Whether or not Lim Tong Lim is liable. respectively, or for the total amount of P600,045.00, this Court noted that these
items were attached to guarantee any judgment that may be rendered in favor of
HELD: Yes. From the factual findings of both lower courts, it is clear that the plaintiff but, upon agreement of the parties, and, to avoid further deterioration
Chua, Yao and Lim had decided to engage in a fishing business, which they of the nets during the pendency of this case, it was ordered sold at public auction
started by buying boats worth P3.35 million, financed by a loan secured from for not less than P900,000.00 for which the plaintiff was the sole and winning
Jesus Lim. In their Compromise Agreement, they subsequently revealed their bidder. The proceeds of the sale paid for by plaintiff was deposited in court. In
intention to pay the loan with the proceeds of the sale of the boats, and to effect, the amount of P900,000.00 replaced the attached property as a guaranty for
divide equally among them the excess or loss. These boats, the purchase and any judgment that plaintiff may be able to secure in this case with the ownership
the repair of which were financed with borrowed money, fell under the term and possession of the nets and floats awarded and delivered by the sheriff to
“common fund” under Article 1767. The contribution to such fund need not be plaintiff as the highest bidder in the public auction sale. It has also been noted that
cash or fixed assets; it could be an intangible like credit or industry. That the ownership of the nets [was] retained by the plaintiff until full payment [was] made
parties agreed that any loss or profit from the sale and operation of the boats as stipulated in the invoices; hence, in effect, the plaintiff attached its own
would be divided equally among them also shows that they had indeed formed properties. It [was] for this reason also that this Court earlier ordered the
a partnership. attachment bond filed by plaintiff to guaranty damages to defendants to be
cancelled and for the P900,000.00 cash bidded and paid for by plaintiff to serve as
Lim Tong Lim cannot argue that the principle of corporation by estoppels can its bond in favor of defendants.
only be imputed to Yao and Chua. Unquestionably, Lim Tong Lim benefited
from the use of the nets found in his boats, the boat which has earlier been "From the foregoing, it would appear therefore that whatever judgment the
proven to be an asset of the partnership. Lim, Chua and Yao decided to form a plaintiff may be entitled to in this case will have to be satisfied from the amount of
corporation. Although it was never legally formed for unknown reasons, this P900,000.00 as this amount replaced the attached nets and floats. Considering,
fact alone does not preclude the liabilities of the three as contracting parties in however, that the total judgment obligation as computed above would amount to
representation of it. Clearly, under the law on estoppel, those acting on behalf only P840,216.92, it would be inequitable, unfair and unjust to award the excess to
of a corporation and those benefited by it, knowing it to be without valid the defendants who are not entitled to damages and who did not put up a single
existence, are held liable as general partners. centavo to raise the amount of P900,000.00 aside from the fact that they are not
the owners of the nets and floats. For this reason, the defendants are hereby
THIRD DIVISION relieved from any and all liabilities arising from the monetary judgment obligation
enumerated above and for plaintiff to retain possession and ownership of the nets
[G.R. No. 136448. November 3, 1999.] and floats and for the reimbursement of the P900,000.00 deposited by it with the
Clerk of Court.
LIM TONG LIM, Petitioner, v. PHILIPPINE FISHING GEAR INDUSTRIES,
INC, Respondent. SO ORDERED." 3chanroblesvirtuallawlibrary
PANGANIBAN, J.: On behalf of "Ocean Quest Fishing Corporation," Antonio Chua and Peter Yao
entered into a Contract dated February 7, 1990, for the purchase of fishing nets of
various sizes from the Philippine Fishing Gear Industries, Inc. (herein respondent).
A partnership may be deemed to exist among parties who agree to borrow They claimed that they were engaged in a business venture with Petitioner Lim
money to pursue a business and to divide the profits or losses that may arise Tong Lim, who however was not a signatory to the agreement. The total price of
therefrom, even if it is shown that they have not contributed any capital of their the nets amounted to P532,045. Four hundred pieces of floats worth P68,000 were
own to a "common fund." Their contribution may be in the form of credit or also sold to the Corporation. 4
industry, not necessarily cash or fixed assets. Being partners, they are all liable
The buyers, however, failed to pay for the fishing nets and the floats; hence,
for debts incurred by or on behalf of the partnership. The liability for a contract
entered into on behalf of an unincorporated association or ostensible private respondent filed a collection suit against Chua, Yao and Petitioner Lim
corporation may lie in a person who may not have directly transacted on its Tong Lim with a prayer for a writ of preliminary attachment. The suit was brought
against the three in their capacities as general partners, on the allegation that
behalf, but reaped benefits from that contract.chanroblesvirtuallawlibrary:red
"Ocean Quest Fishing Corporation" was a nonexistent corporation as shown by a
The Case Certification from the Securities and Exchange Commission. 5 On September 20,
1990, the lower court issued a Writ of Preliminary Attachment, which the sheriff
enforced by attaching the fishing nets on board F/B Lourdes which was then
In the Petition for Review on Certiorari before us, Lim Tong Lim assails the docked at the Fisheries Port, Navotas, Metro Manila.chanrobles law library : red
November 26, 1998 Decision of the Court of Appeals in CA-GR CV 41477, 1
which disposed as follows:jgc:chanrobles.com.ph Instead of answering the Complaint, Chua filed a Manifestation admitting his
liability and requesting a reasonable time within which to pay. He also turned over
"WHEREFORE, [there being] no reversible error in the appealed decision, the to respondent some of the nets which were in his possession. Peter Yao filed an
same is hereby affirmed." 2 Answer, after which he was deemed to have waived his right to cross-examine
witnesses and to present evidence on his behalf, because of his failure to appear in
The decretal portion of the Quezon City Regional Trial Court (RTC) ruling, subsequent hearings. Lim Tong Lim, on the other hand, filed an Answer with
which was affirmed by the CA, reads as follows:jgc:chanrobles.com.ph Counterclaim and Crossclaim and moved for the lifting of the Writ of Attachment.
6 The trial court maintained the Writ, and upon motion of private respondent,
"WHEREFORE, the Court rules:chanrob1es virtual 1aw library ordered the sale of the fishing nets at a public auction. Philippine Fishing Gear
Industries won the bidding and deposited with the said court the sales proceeds of
P900,000. 7
six months, with a monthly rental of P37,500 plus 25 percent of the gross catch of
On November 18, 1992, the trial court rendered its Decision, ruling that the boat.
Philippine Fishing Gear Industries was entitled to the Writ of Attachment and
that Chua, Yao and Lim, as general partners, were jointly liable to pay We are not persuaded by the arguments of petitioner. The facts as found by the
Respondent. 8 two lower courts clearly showed that there existed a partnership among Chua, Yao
and him, pursuant to Article 1767 of the Civil Code which
The trial court ruled that a partnership among Lim, Chua and Yao existed based provides:jgc:chanrobles.com.ph
(1) on the testimonies of the witnesses presented and (2) on a Compromise
Agreement executed by the three 9 in Civil Case No. 1492-MN which Chua "ARTICLE 1767. By the contract of partnership, two or more persons bind
and Yao had brought against Lim in the RTC of Malabon, Branch 72, for (a) a themselves to contribute money, property, or industry to a common fund, with the
declaration of nullity of commercial documents; (b) a reformation of contracts; intention of dividing the profits among themselves." chanrobles lawlibrary :
(c) a declaration of ownership of fishing boats; (d) an injunction and (e) rednad
damages. 10 The Compromise Agreement provided:chanroblesvirtualawlibrary
Specifically, both lower courts ruled that a partnership among the three existed
"a) That the parties plaintiffs & Lim Tong Lim agree to have the four based on the following factual findings: 15
(4) vessels sold in the amount of P5,750,000.00 including the fishing net. This
P5,750,000.00 shall be applied as full payment for P3,250,000.00 in favor of (1) That Petitioner Lim Tong Lim requested Peter Yao who was engaged in
JL Holdings Corporation and/or Lim Tong Lim; commercial fishing to join him, while Antonio Chua was already Yao’s partner;
"b) If the four (4) vessel[s] and the fishing net will be sold at a higher (2) That after convening for a few times, Lim Chua, and Yao verbally
price than P5,750,000.00 whatever will be the excess will be divided into 3: agreed to acquire two fishing boats, the FB Lourdes and the FB Nelson for the
1/3 Lim Tong Lim; 1/3 Antonio Chua; 1/3 Peter Yao; sum of P3.35 million;
"c) If the proceeds of the sale the vessels will be less than (3) That they borrowed P3.25 million from Jesus Lim, brother of Petitioner
P5,750,000.00 whatever the deficiency shall be shouldered and paid to JL Lim Tong Lim, to finance the venture.
Holding Corporation by 1/3 Lim Tong Lim; 1/3 Antonio Chua; 1/3 Peter Yao."
11 (4) That they bought the boats from CMF Fishing Corporation, which
executed a Deed of Sale over these two (2) boats in favor of Petitioner Lim Tong
The trial court noted that the Compromise Agreement was silent as to the Lim only to serve as security for the loan extended by Jesus Lim;
nature of their obligations, but that joint liability could be presumed from the
equal distribution of the profit and loss. 12 (5) That Lim, Chua and Yao agreed that the refurbishing , re-equipping,
repairing, dry docking and other expenses for the boats would be shouldered by
Lim appealed to the Court of Appeals (CA) which, as already stated, affirmed Chua and Yao;
the RTC.
(6) That because of the "unavailability of funds," Jesus Lim again
Ruling of the Court of Appeals extended a loan to the partnership in the amount of P1 million secured by a check,
because of which, Yao and Chua entrusted the ownership papers of two other
boats, Chua’s FB Lady Anne Mel and Yao’s FB Tracy to Lim Tong
In affirming the trial court, the CA held that petitioner was a partner of Chua Lim.chanroblesvirtual|awlibrary
and Yao in a fishing business and may thus be held liable as such for the
fishing nets and floats purchased by and for the use of the partnership. The (7) That in pursuance of the business agreement, Peter Yao and Antonio
appellate court ruled:jgc:chanrobles.com.ph Chua bought nets from Respondent Philippine Fishing Gear, in behalf of "Ocean
Quest Fishing Corporation," their purported business name.
"The evidence establishes that all the defendants including herein appellant
Lim Tong Lim undertook a partnership for a specific undertaking, that is for (8) That subsequently, Civil Case No. 1492-MN was filed in the Malabon
commercial fishing . . . . Obviously, the ultimate undertaking of the defendants RTC, Branch 72 by Antonio Chua and Peter Yao against Lim Tong Lim for (a)
was to divide the profits among themselves which is what a partnership declaration of nullity of commercial documents; (b) reformation of contracts; (c)
essentially is . . . . By a contract of partnership, two or more persons bind declaration of ownership of fishing boats; (4) injunction; and (e) damages.
themselves to contribute money, property or industry to a common fund with
the intention of dividing the profits among themselves (Article 1767, New (9) That the case was amicably settled through a Compromise Agreement
Civil Code)." 13chanroblesvirtual|awlibrary executed between the parties-litigants the terms of which are already enumerated
above.
Hence, petitioner brought this recourse before this Court. 14
From the factual findings of both lower courts, it is clear that Chua, Yao and Lim
The Issues had decided to engage in a fishing business, which they started by buying boats
worth P3.35 million, financed by a loan secured from Jesus Lim who was
petitioner’s brother. In their Compromise Agreement, they subsequently revealed
In his Petition and Memorandum, Lim asks this Court to reverse the assailed their intention to pay the loan with the proceeds of the sale of the boats, and to
Decision on the following grounds:jgc:chanrobles.com.ph divide equally among them the excess or loss. These boats, the purchase and the
repair of which were financed with borrowed money, fell under the term "common
"I THE COURT OF APPEALS ERRED IN HOLDING, BASED ON fund" under Article 1767. The contribution to such fund need not be cash or fixed
A COMPROMISE AGREEMENT THAT CHUA, YAO AND PETITIONER assets; it could be an intangible like credit or industry. That the parties agreed that
LIM ENTERED INTO IN A SEPARATE CASE, THAT A PARTNERSHIP any loss or profit from the sale and operation of the boats would be divided
AGREEMENT EXISTED AMONG THEM. equally among them also shows that they had indeed formed a partnership.
"II SINCE IT WAS ONLY CHUA WHO REPRESENTED THAT HE Moreover, it is clear that the partnership extended not only to the purchase of the
WAS ACTING FOR OCEAN QUEST FISHING CORPORATION WHEN HE boat, but also to that of the nets and the floats. The fishing nets and the floats, both
BOUGHT THE NETS FROM PHILIPPINE FISHING, THE COURT OF essential to fishing, were obviously acquired in furtherance of their business. It
APPEALS WAS UNJUSTIFIED IN IMPUTING LIABILITY TO would have been inconceivable for Lim to involve himself so much in buying the
PETITIONER LIM AS WELL. boat but not in the acquisition of the aforesaid equipment, without which the
business could not have proceeded.chanroblesvirtual|awlibrary
"III THE TRIAL COURT IMPROPERLY ORDERED THE SEIZURE
AND ATTACHMENT OF PETITIONER LIM’S GOODS."cralaw virtua1aw Given the preceding facts, it is clear that there was, among petitioner, Chua and
library Yao, a partnership engaged in the fishing business. They purchased the boats,
which constituted the main assets of the partnership, and they agreed that the
In determining whether petitioner may be held liable for the fishing nets and proceeds from the sales and operations thereof would be divided among them.
floats purchased from respondent, the Court must resolve this key issue:
whether by their acts, Lim, Chua and Yao could be deemed to have entered into We stress that under Rule 45, a petition for review like the present case should
a partnership.chanroblesvirtuallawlibrary involve only questions of law. Thus, the foregoing factual findings of the RTC and
the CA are binding on this Court, absent any cogent proof that the present action is
This Court’s Ruling embraced by one of the exceptions to the rule. 16 In assailing the factual findings
of the two lower courts, petitioner effectively goes beyond the bounds of a petition
for review under Rule 45.
The Petition is devoid of merit.
Compromise Agreement Not the Sole Basis of Partnership
First and Second Issues:chanrob1es virtual 1aw library
Petitioner argues that the appellate court’s sole basis for assuming the existence of
Existence of a Partnership and Petitioner’s Liability a partnership was the Compromise Agreement. He also claims that the settlement
was entered into only to end the dispute among them, but not to adjudicate their
In arguing that he should not be held liable for the equipment purchased from preexisting rights and obligations. His arguments are baseless. The Agreement was
respondent, petitioner controverts the CA finding that a partnership existed but an embodiment of the relationship extant among the parties prior to its
between him, Peter Yao and Antonio Chua. He asserts that the CA based its execution.
finding on the Compromise Agreement alone. Furthermore, he disclaims any
direct participation in the purchase of the nets, alleging that the negotiations A proper adjudication of claimants’ rights mandates that courts must review and
were conducted by Chua and Yao only, and that he has not even met the thoroughly appraise all relevant facts. Both lower courts have done so and have
representatives of the respondent company. Petitioner further argues that he found, correctly, a preexisting partnership among the parties. In implying that the
was a lessor, not a partner, of Chua and Yao, for the "Contract of Lease" dated lower courts have decided on the basis of one piece of document alone, petitioner
February 1, 1990, showed that he had merely leased to the two the main asset fails to appreciate that the CA and the RTC delved into the history of the
of the purported partnership — the fishing boat F/B Lourdes. The lease was for document and explored all the possible consequential combinations in harmony
with law, logic and fairness. Verily, the two lower courts’ factual findings decided to form a corporation. Although it was never legally formed for unknown
mentioned above nullified petitioner’s argument that the existence of a reasons, this fact alone does not preclude the liabilities of the three as contracting
partnership was based only on the Compromise Agreement.chanrobles law parties in representation of it. Clearly, under the law on estoppel, those acting on
library behalf of a corporation and those benefited by it, knowing it to be without valid
existence, are held liable as general partners.
Petitioner Was a Partner, Not a Lessor
Technically, it is true that petitioner did not directly act on behalf of the
We are not convinced by petitioner’s argument that he was merely the lessor of corporation. However, having reaped the benefits of the contract entered into by
the boats to Chua and Yao, not a partner in the fishing venture. His argument persons with whom he previously had an existing relationship, he is deemed to be
allegedly finds support in the Contract of Lease and the registration papers part of said association and is covered by the scope of the doctrine of corporation
showing that he was the owner of the boats, including F/B Lourdes where the by estoppel. We reiterate the ruling of the Court in Alonso v. Villamor:
nets were found. 19chanrobles.com.ph : virtual law library
His allegation defies logic. In effect, he would like this Court to believe that he "A litigation is not a game of technicalities in which one, more deeply schooled
consented to the sale of his own boats to pay a debt of Chua and Yao, with the and skilled in the subtle art of movement and position, entraps and destroys the
excess of the proceeds to be divided among the three of them. No lessor would other. It is, rather, a contest in which each contending party fully and fairly lays
do what petitioner did. Indeed, his consent to the sale proved that there was a before the court the facts in issue and then, brushing aside as wholly trivial and
preexisting partnership among all three. indecisive all imperfections of form and technicalities of procedure, asks that
justice be done upon the merits. Lawsuits, unlike duels, are not to be won by a
Verily, as found by the lower courts, petitioner entered into a business rapier’s thrust. Technicality, when it deserts its proper office as an aid to justice
agreement with Chua and Yao, in which debts were undertaken in order to and becomes its great hindrance and chief enemy, deserves scant consideration
finance the acquisition and the upgrading of the vessels which would be used from courts. There should be no vested rights in technicalities."cralaw virtua1aw
in their fishing business. The sale of the boats, as well as the division among library
the three of the balance remaining after the payment of their loans, proves
beyond cavil that F/B Lourdes, though registered in his name, was not his own Third Issue:chanrob1es virtual 1aw library
property but an asset of the partnership. It is not uncommon to register the
properties acquired from a loan in the name of the person the lender trusts, who Validity of Attachment
in this case is the petitioner himself. After all, he is the brother of the creditor,
Jesus Lim.chanrobles.com.ph : virtual law library Finally, petitioner claims that the Writ of Attachment was improperly issued
against the nets. We agree with the Court of Appeals that this issue is now moot
We stress that it is unreasonable — indeed, it is absurd — for petitioner to sell and academic. As previously discussed, F/B Lourdes was an asset of the
his property to pay a debt he did not incur, if the relationship among the three partnership and that it was placed in the name of petitioner, only to assure
of them was merely that of lessor-lessee, instead of partners. payment of the debt he and his partners owed. The nets and the floats were
specifically manufactured and tailor-made according to their own design, and
Corporation by Estoppel were bought and used in the fishing venture they agreed upon. Hence, the issuance
of the Writ to assure the payment of the price stipulated in the invoices is proper.
Petitioner argues that under the doctrine of corporation by estoppel, liability Besides, by specific agreement, ownership of the nets remained with Respondent
can be imputed only to Chua and Yao, and not to him. Again, we disagree. Philippine Fishing Gear, until full payment thereof.
Section 21 of the Corporation Code of the Philippines WHEREFORE, the Petition is DENIED and the assailed Decision AFFIRMED.
provides:jgc:chanrobles.com.ph Costs against petitioner.chanrobles virtual lawlibrary
Unquestionably, petitioner benefited from the use of the nets found inside F/B
Lourdes, the boat which has earlier been proven to be an asset of the
partnership. He in fact questions the attachment of the nets, because the Writ
has effectively stopped his use of the fishing vessel.
It is difficult to disagree with the RTC and the CA that Lim, Chua and Yao