G.R. No. 126881, 3 October 2000

FACTS:

Following the death of Tan Eng Kee on September 13, 1984, Matilde Abubo, the common-law spouse of the decedent, joined by their children Teresita, Nena, Clarita, Carlos, Corazon and Elpidio, collectively known as herein petitioners HEIRS OF TAN ENG KEE, filed suit against the decedent’s brother TAN ENG LAY on February 19, 1990. The complaint, docketed as Civil Case No. 1983-R in the Regional Trial Court of Baguio City was for accounting, liquidation and winding up of the alleged partnership formed after World War II between Tan Eng Kee and Tan Eng Lay.

On March 18, 1991, the petitioners filed an amended complaint impleading private respondent herein BENGUET LUMBER COMPANY, as represented by Tan Eng Lay. The amended complaint was admitted by the trial court in its Order dated May 3, 1991.

The amended complaint principally alleged that after the Second World War, Tan Eng Kee and Tan Eng Lay, pooling their resources and industry together, entered into a partnership engaged in the business of selling lumber and hardware and construction supplies. They named their enterprise “Benguet Lumber” which they jointly managed until Tan Eng Kee’s death. Petitioners herein averred that the business prospered due to the hard work and thrift of the alleged partners.

However, they claimed that in 1981, Tan Eng Lay and his children caused the conversion of the partnership “Benguet Lumber” into a corporation called “Benguet Lumber Company.” The incorporation was purportedly a ruse to deprive Tan Eng Kee and his heirs of their rightful participation in the profits of the business. Petitioners prayed for accounting of the partnership assets, and the dissolution, winding up and liquidation thereof, and the equal division of the net assets of Benguet Lumber.

The RTC ruled in favor of petitioners, declaring that Benguet Lumber is a joint venture which is akin to a particular partnership. The Court of Appeals rendered the assailed decision reversing the judgment of the trial court.

ISSUE:

Whether a partnership was established.

RULING:

No. It is obvious that there was no partnership whatsoever. Except for a firm name, there was no firm account, no firm letterheads submitted as evidence, no certificate of partnership, no agreement as to profits and losses, and no time fixed for the duration of the partnership. There was even no attempt to submit an accounting corresponding to the period after the war until Kee’s death in 1984. It had no business book, no written account nor any memorandum for that matter and no license mentioning the existence of a partnership.

Also, the trial court determined that Tan EngKee and Tan Eng Lay had entered into a joint venture, which it said is akin to a particular partnership. A particular partnership is distinguished from a joint adventure, to wit:

(a) A joint adventure (an American concept similar to our joint accounts) is a sort of informal partnership, with no firm name and no legal personality. In a joint account, the participating merchants can transact business under their own name, and can be individually liable therefor.

(b) Usually, but not necessarily a joint adventure is limited to a SINGLE TRANSACTION, although the business of pursuing to a successful termination maycontinue for a number of years; a partnership generally relates to a continuing business of various transactions of a certain kind.

A joint venture “presupposes generally a parity of standing between the joint co-ventures or partners, in which each party has an equal proprietary interest in the capital or property contributed, and where each party exercises equal rights in the conduct of the business. The evidence presented by petitioners falls short of the quantum of proof required to establish a partnership. In the absence of evidence, we cannot accept as an established fact that Tan EngKee allegedly contributed his resources to a common fund for the purpose of establishing a partnership. Besides, it is indeed odd, if not unnatural, that despite the forty years the partnership was allegedly in existence, Tan EngKee never asked for an accounting.

The essence of a partnership is that the partners share in the profits and losses. Each has the right to demand an accounting as long as the partnership exists. A demand for periodic accounting is evidence of a partnership. During his lifetime, Tan EngKee appeared never to have made any such demand for accounting from his brother, Tang Eng Lay. We conclude that Tan EngKee was only an employee, not a partner since they did not present and offer evidence that would show that Tan EngKee received amounts of money allegedly representing his share in the profits of the enterprise. There being no partnership, it follows that there is no dissolution, winding up or liquidation to speak of.

*Case Digest by Paul Jason G. Acasio, JD-IV, Andres Bonifacio Law School, SY 2019-2020