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    TOCAO Vs CA PDF

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    Patricia Sanchez
    Marjorie Tocao, William Belo, and Nenita Anay agreed to an oral joint venture to import and distribute kitchen cookwares. Anay secured the distributorship and helped start the successful business Geminesse Enterprise. However, Tocao later advised that Anay was no longer part of the company. The Supreme Court ruled that an oral partnership was valid and existed between the parties since they intended to divide profits, fulfilling the requirements for a partnership. While Tocao attempted to exclude Anay, the partnership continued and Anay was entitled to her share as the managing partner who contributed her expertise.

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    TOCAO Vs CA PDF

    Uploaded by

    Patricia Sanchez
    135 views2 pages
    Marjorie Tocao, William Belo, and Nenita Anay agreed to an oral joint venture to import and distribute kitchen cookwares. Anay secured the distributorship and helped start the successful business Geminesse Enterprise. However, Tocao later advised that Anay was no longer part of the company. The Supreme Court ruled that an oral partnership was valid and existed between the parties since they intended to divide profits, fulfilling the requirements for a partnership. While Tocao attempted to exclude Anay, the partnership continued and Anay was entitled to her share as the managing partner who contributed her expertise.

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    302806896-TOCAO-vs-CA.pdf

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    Marjorie Tocao, William Belo, and Nenita Anay agreed to an oral joint venture to import and distribute kitchen cookwares. Anay secured the distributorship and helped start the successful business Geminesse Enterprise. However, Tocao later advised that Anay was no longer part of the company. The Supreme Court ruled that an oral partnership was valid and existed between the parties since they intended to divide profits, fulfilling the requirements for a partnership. While Tocao attempted to exclude Anay, the partnership continued and Anay was entitled to her share as the managing partner who contributed her expertise.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    135 views2 pages

    TOCAO Vs CA PDF

    Uploaded by

    Patricia Sanchez
    Marjorie Tocao, William Belo, and Nenita Anay agreed to an oral joint venture to import and distribute kitchen cookwares. Anay secured the distributorship and helped start the successful business Geminesse Enterprise. However, Tocao later advised that Anay was no longer part of the company. The Supreme Court ruled that an oral partnership was valid and existed between the parties since they intended to divide profits, fulfilling the requirements for a partnership. While Tocao attempted to exclude Anay, the partnership continued and Anay was entitled to her share as the managing partner who contributed her expertise.

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    © All Rights Reserved
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    Marjorie Tocao and William Belo vs.

    Court of Appeals and Nenita Anay


    G.R. No. 127405 - October 4, 2000

    FACTS:
    William Belo, then the Vice President for Operations of Ultra Clean Water
    Purifier, introduced Nenita Anay to Marjorie Tocao, who conveyed her desire to enter
    into a joint venture with her for the importation and local distribution of kitchen
    cookwares. The three agreed to form a joint venture for the sale of cooking wares. Belo
    volunteered to finance the venture. Tocao also contributed some cash, and she shall also
    act as president and general manager, and Anay shall be in charge of marketing. They
    agreed further that Anay shall receive th 10% share of annual net profits, 6% overriding
    commission for weekly sales, 30% of sales Anay will make herself, and 2% share for her
    demo services.

    The agreement was not reduced to writing and was based on Belo’s assurances
    that he was dependable and honest. Anay having secured the distributorship of
    cookware products from the West Bend Company and having organized the
    administrative staff and the sales force, the cookware business started successfully. They
    operated under the name Geminesse Enterprise, this name was however registered as a
    sole proprietorship with the Bureau of Domestic Trade under Tocao. However, the
    relationship between Anay and Tocao soured. One day, Tocao advised one of the branch
    managers that Anay was no longer a part of the company. Anay then demanded that the
    company be audited and her shares be given to her. Anay filed a complaint for sum of
    money with damages against Tocao and Belo before the RTC Makati, Branch 140. The
    trial court held that there was indeed an "oral partnership agreement between the
    plaintiff and the defendants. The Court of Appeals affirmed the lower court’s decision.

    ISSUE:
    Whether or not there is a partnership between the parties?

    RULING:
      Yes, even though it was not reduced to writing, for a partnership can be instituted
    in any form. The fact that it was registered as a sole proprietorship is of no moment for
    such registration was only for  the company’s trade name.

    The Supreme Court held that  to be considered a juridical personality, a partnership


    must fulfill these requisites:
    (1) two or more persons bind themselves to contribute money, property or industry to a
    common fund; and
    (2) intention on the part of the partners to divide the profits among themselves. It may
    be constituted in any form; a public instrument is necessary only where immovable
    property or real rights are contributed thereto. 

    This implies that since a contract of partnership is consensual, an oral contract of


    partnership is as good as a written one. Private respondent Anay contributed her
    expertise in the   business of distributorship of cookware to the partnership and hence,
    under the law, she was the industrial or managing    partner. Anay was not even an
    employee because when they ventured into the agreement, they explicitly agreed to
    profit sharing this is even though Anay was receiving commissions because this is only
    incidental to her efforts as a head marketer.

    In the case at hand, Belo acted as capitalist while Tocao as president and general
    manager, and Anay as head of the marketing department and later, vice-president for
    sales. Furthermore, Anay was entitled to a percentage of the net profits of the business.

    The partnership exists until dissolved under the law. Since the   partnership created by
    petitioners and private respondent has no fixed term and is therefore a partnership at
    will predicated on their mutual desire and consent, it may be dissolved by the will of a
    partner.Petitioners Tocao’s unilateral exclusion of private respondent from the
    partnership is shown by her memo to the Cubao office plainly stating that private
    respondent was, as of October 9, 1987, no longer the vice-president for sales of
    Geminesse Enterprise. By that memo, petitioner Tocao effected her own withdrawal
    from the partnership and considered herself as having ceased to be associated with
    the    partnership in the carrying on of the business. Nevertheless, the partnership was
    not terminated thereby; it continues until the winding up of the business.

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