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Friday, April 11, 2014

Valedictory Speech during the 62nd Commencement Exercises of San Beda College of Law Mendiola

I do not know Anjo David personally but I always see him in campus when I was still studying in Mendiola. Despite the fact that we are not acquainted with each other, I am a big fan of his accomplishments. He is a good debater and consistent honor student despite all his extra-curricular activities. Idol!/span>

Here is the Transcript of his speech. A lot of people were raving about his speech after the graduation ceremony that is why I was curious about it.  I was glad that some of my friends shared his speech when he posted it on his Facebook profile.

Without further adieu, here is the speech


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To our Rector-President, Very Rev. Fr. Aloysius Ma. Maranan, our beloved administrators, Dean Virgilio Jara, Vice Dean Marciano Delson, Prefect Risel Castillo-Taleon, our guest speaker, Atty. Enrique Perez, our dear members of the faculty, parents, guests, and fellow graduates, a pleasant afternoon.

Before I begin, I would like to inform you that I will not be delivering my Valedictory Address in English. I know that this is not usual practice. But please, lend me your ears, as I speak in our mother tongue.

Marahil nagtataka kayo kung bakit nasa wikang Filipino ang aking talumpati, samantalang Ingles ang lingua franca sa law school. Ang ating mga batas, court proceedings, pati na ang mga desisyon ng Korte Suprema ay nasa wikang Ingles. Nakasanayan natin na gamitin ang Ingles sa mga recitations at exams.

Gayunpaman, ang araw ng pagtatapos ay hindi lamang para sa atin. Bagkus, ang araw na ito ay pagkilala rin sa mga taong tumulong sa atin para marating ang ating kinalalagyan ngayon. Kabilang na rito ang aking mga kamag-anak at mga kasamang bisita, katulad ng aking lola na si nanay Andeng. Hindi sila bihasa sa wikang Ingles. Gayundin ang aking ama na si Joselito. Nais ko silang pasalamatan kaya naman ang aking talumpati ay nasa ating pambansang wika.

Laki sa hirap ang aking ama. Sa walong magkakapatid, iilan lamang silang nakatungtong ng kolehiyo. Sa katunayan, nagtrabaho pa bilang tricycle driver ang aking ama habang siya ay nag-aaral. Sa pamamagitan ng sipag at determinasyon, siya ay nagtapos bilang isang electrical engineer at nagtrabaho bilang isang government employee sa loob ng higit 20 taon.

Binigyang-diin ng aking ama ang halaga ng edukasyon. Kaya naman, labis-labis ang aking kasiyahan na nagtatapos ako ngayon.

Sa kasamaang palad, hindi natin kapiling ngayon ang aking ama. Pumanaw siya halos tatlong taon na ang nakalilipas dahil sa sakit na leukemia. Ako noon ay patungong second year pa lamang dito sa College of Law. Naaalala ko pa nga: sa ospital ako nagsulat ng case digests para sa klase nina Justice Lopez at Atty. Bruce, at doon ako nag-memorize ng provisions para kay Dean Ulan. Habang ang aking ama ay sumasailalim sa chemotherapy, sa ospital kami nag-Pasko at nag-Bagong Taon.

Lingid man sa kaalaman ng karamihan, muntik na akong tumigil sa pag-aaral ng Law dahil sa malalaking gastusin sa ospital at chemotherapy. Sa katunayan, maging ang aking kapatid na si Camille ay kinailangang ipagpaliban muna ang kanyang pag-aaral ng medicine.

At sa tuwing miss na miss ko si Papa, binabalikan ko ang huling text message niya sa akin. First year ako noon at kasama ako sa awarding ceremonies. Ang sabi niya sa akin, “Anak, mahal kita. Keep up the good work!” Pa, ito na ang bunga ng ating paghihirap. Sayang, hindi mo na nahintay.

Napakasakit mawalan ng isang magulang. Gayunpaman, alam ko rin na mas masakit mawalan ng isang asawa. Ang aking inang si Cecilia, sa kanyang edad na 48 years old, ay nagtatrabaho pa rin bilang isang call center agent. Gabi-gabi siyang pumapasok sa opisina para lang matustusan ang aming mga pangangailangan.

Bilang panganay na anak at nag-iisang lalaki sa tatlong magkakapatid, naisip ko noon na tumigil na lang sa pag-aaral. Tutal naman, mayroon na akong bachelor’s degree. Naghanap ako ng trabaho at desidido nang tumigil sa pag-aaral. Subalit dahil sa sakripisyo ni Mama, nandito ako ngayon bilang inyong Class Valedictorian.

Mama, maraming maraming salamat, at hindi ko man palaging sinasabi, ay mahal na mahal kita. Thank you, sa patuloy na pagtitiis mo para sa aming magkakapatid upang patuloy naming maabot ang aming mga pangarap. Hindi mo kami sinukuan. Kaya naman, pangako ko rin sa iyo at sa aking mga kapatid, Camille at Tricia, na hindi ko rin kayo susukuan.

Ito ang kwento ng aking paglalakbay sa San Beda College of Law. Mahirap at maraming lubak. Ilang ulit man akong nadapa ay natutunan kong bumangon para maabot ang aking mga pangarap. Ngunit hindi ko ito naabot mag-isa. Sa tulong ng aking mga kaibigan, blockmates at orgmates, na hindi ko na mababanggit pa isa-isa, ay nalagpasan ko ang law school. Maraming salamat din sa staff ng Dean’s Office, lalo na kay Kuya Jerome, sa pag-intindi sa amin sa apat o higit pang taon. Salamat din sa lahat ng bumubuo ng Alumni Association, lalo na kay Dr. Conrado Oca at Ms. Wilma, na tumulong sa akin mairaos ang apat na taon. At syempre, sa lahat ng mga magulang at kamag-anak natin na narito ngayon at tumulong sa atin, maraming salamat po.

Kung tutuusin, simple lang naman ang gusto nating lahat: maging abogado. Ngunit araw-araw ay sinusubukan ang ating dedikasyon – sa mga bokyang recitation kay Atty. Amurao at mahihirap na exams ni Dean Jara. Ito ay mga maliliit na pagsubok lamang. Ang ilan sa atin ay pamilyado na at hati ang oras sa pag-aaral, halimbawa sina Kat Naga at Kenneth Ng. Ang ilan naman sa atin ay nagtrabaho rin nang ilang taon katulad ni Lei Columna. Mayroon ding nagkasakit o kaya’y naospital sa gitna ng semestre, katulad nina Joy Intig at Ed Apaya. Ang iba sa atin ay nawalan din ng mga mahal sa buhay, katulad nina Maica Hautea, Iya Correa at Gelo Abella. At higit sa lahat, kasabay natin sa pag-martsa si Jokat Ledda, bar exam blast survivor at nagsisilbing inspirasyon sa ating lahat.

Marahil ang susi sa kwentong ito ng pagbangon ay ang paghahanap ng saysay o layon sa ating mga pangarap. Bakit natin ito ginagawa? Para kanino? Para saan?

Ipinagmamalaki natin na nagsimula tayo bilang 17 sections. Ngunit 6 sections na lamang tayo na nagsisipagtapos ngayon. Subalit ang mas malaking hamon sa bawat isa sa atin ay ito – ang bigyang saysay ang ating pag-aaral ng Law.

Kaugnay nito, isa pang dahilan kung bakit nasa wikang Filipino ang aking Valedictory Address, ay ang aking adhikain na ipasa, o ‘di kaya’y isalin, sa wikang Filipino ang ating mga batas, pati na ang mga court proceedings, decisions at court records.

Hindi ba’t nakakatawa na dayuhan tayo sa sarili nating mga batas? Mapalad tayong mga nakapag-aral dahil kaya nating paikut-ikutin ang wikang Ingles. Ngunit paano naman ang nakararami? Paano naman ang masa?

Halimbawa: kami sa Legal Aid Bureau, sa patnubay ni Atty. Peter-Joey Usita, ay nagtungo sa kanayunan para sa aming Streetlaw Projects. Dinayo namin ang probinsya ng Rizal, Quezon at Pangasinan. Doon ay nagbigay kami ng lectures tungkol sa Katarungang Pambarang Law. Doon din namin nalaman na karamihan sa mga opisyales ng barangay ay hindi pala naiintindihan ang nasabing batas.

Ignorantia legis non excusat. Ignorance of the law excuses no one from compliance therewith. Gayunpaman, paano natin maaasahan ang ating mga kababayan – lalo na ang masa – na ipatupad o dili kaya’y sundin ang batas na hindi naman nila naiintindihan? Hindi ito makatarungan.

Naging pilot project ng Supreme Court sa mga RTC ng Bulakan ang paggamit ng wikang Filipino. Iba’t iba ang naging pagtanggap ng mga tao sa nasabing eksperimento. Nakalulungkot na sa huli ay ginawa lamang opsyonal ang paggamit ng Filipino sa korte. Ngunit ayon sa pag-aaral ni Isabel Pefianco Martin, isang propesor mula sa Ateneo de Manila University, “until such time when the language of the Philippine legal system becomes truly transparent and genuinely available to all Filipinos, justice in the Philippines will remain elitist and elusive.”

Oo, tiyak na magastos, mahirap at matagal ang inaasam kong pagbabago. But we should never sacrifice justice for the sake of convenience. Ang ilan sa atin kayang i-recite ng pabaliktad ang kahulugan ng salitang social justice and “social justice is bringing about the greatest good for the greatest number”.

The law is a tool for nation-building. And according to Benedict Anderson, the nation is an imagined community. It is therefore incumbent upon us, those learned in the law, to imagine a new Filipino nation – one that brings about the greatest good for the greatest number.

Kaugnay nito at bilang pagtatapos, nais kong sambitin ang mga salita ng pinaka-unang dekano ng San Beda College of Law na si Dean Feliciano Jover Ledesma. For him, the goal of San Beda is “to produce good Christian and highly principled lawyers, mentally and spiritually equipped to take their places among real apostles of Justice”. From the Greek word “apostolus,” apostle means “send forth”. From hereon, we are sent forth to deliver a message of justice.

San Beda College of Law is home to seven bar topnotchers. With us here is my close friend and idol, Atty. Katrine Paula Suyat, who placed 7th in the 2013 Bar Exams. We continue to be in the top three law schools in terms of passing percentage. Yet, our mission is to go beyond the numbers.

The business of other law schools is to teach law in the grand manner and to make great lawyers. However, let us aim to be more than just great lawyers. It is written in the stars that we are meant to be Bedan lawyers.

On behalf of the graduating class, I thank all of you, our dear teachers, for preparing us for a life-long journey of finding justice. You have made us strong to face not only the bar exams and the practice of law. We will soon be ready to take our place among real apostles of justice.

So, my fellow graduates, as we prepare to pass the 2014 bar exams; no, when we top the 2014 bar exams, let us strive towards a larger goal - to serve the people.

That in all things, God may be glorified!

Maraming salamat at mabuhay tayong lahat!

Friday, April 4, 2014

MUÑASQUE v. CA

MUÑASQUE v. CA
G.R. No. L-39780; November 11, 1985
Ponente: J. Gutierrez. Jr
FACTS:           


Elmo Muñasque filed a complaint for payment of sum of money and damages against respondents Celestino Galan, Tropical Commercial, Co., Inc. (Tropical) and Ramon Pons, alleging that the petitioner entered into a contract with respondent Tropical through its Cebu Branch Manager Pons for remodeling a portion of its building without exchanging or expecting any consideration from Galan although the latter was casually named as partner in the contract; that by virtue of his having introduced the petitioner to the employing company (Tropical), Galan would receive some kind of compensation in the form of some percentages or commission. 


Tropical agreed to give petitioner the amount of P7,000.00 soon after the construction began and thereafter the amount of P6,000.00 every fifteen (15) days during the construction to make a total sum of P25,000.00. 
On January 9, 1967, Tropical and/or Pons delivered a check for P7,000.00 not to the plaintiff but to a stranger to the contract, Galan, who succeeded in getting petitioner's indorsement on the same check persuading the latter that the same be deposited in a joint account.
 
On January 26, 1967, when the second check for P6,000.00 was due, petitioner refused to indorse said check presented to him by Galan but through later manipulations, respondent Pons succeeded in changing the payee's name to Galan and Associates, thus enabling Galan to cash the same at the Cebu Branch of the Philippine Commercial and Industrial Bank (PCIB) placing the petitioner in great financial difficulty in his construction business and subjecting him to demands of creditors to pay for construction materials, the payment of which should have been made from the P13,000.00 received by Galan.


Due to the unauthorized disbursement by respondents Tropical and Pons of the sum of P13,000.00 to Galan, petitioner demanded that said amount be paid to him by respondents under the terms of the written contract between the petitioner and respondent company.

ISSUE:           
Whether there was a breach of trust when Tropical disbursed the money to Galan instead of Muñasque


HELD:           


No, there was no breach of trust when Tropical disbursed the money to Galan instead of Muñasque.        

The Supreme Court held that there is nothing in the records to indicate that the partnership organized by the two men was not a genuine one. A falling out or misunderstanding between the partners does not convert the partnership into a sham organization. 

In the case at bar the respondent Tropical had every reason to believe that a partnership existed between the petitioner and Galan and no fault or error can be imputed against it for making payments to "Galan and Associates" and delivering the same to Galan because as far as it was concerned, Galan was a true partner with real authority to transact on behalf of the partnership with which it was dealing.          

SANTIAGO SYJUCO, INC v. CASTRO

SANTIAGO SYJUCO, INC v. CASTRO
G.R. No. 70403; July 7, 1989
Ponente: J. Narvasa


FACTS:

          Back in November 1964, the Lims, borrowed from petitioner Santiago Syjuco, Inc., the sum of P800,000.00. The loan was given on the security of a first mortgage on property registered in the names of said borrowers as owners in common under Transfer Certificates of Title Numbered 75413 and 75415 of the Registry of Deeds of Manila. Thereafter additional loans on the same security were obtained by the Lims from Syjuco, so that as of May 8, 1967, the aggregate of the loans stood at P2,460,000.00, exclusive of interest, and the security had been augmented by bringing into the mortgage other property, also registered as owned pro indiviso by the Lims under two titles: TCT Nos. 75416 and 75418 of the Manila Registry.

       On November 8, 1967, the Lims failed to pay it despite demands therefore; that Syjuco consequently caused extra-judicial proceedings for the foreclosure of the mortgage to be commenced by the Sheriff of Manila; and that the latter scheduled the auction sale of the mortgaged property on December 27, 1968.

The attempt to foreclose triggered off a legal battle that has dragged on for more than twenty years now, fought through five (5) cases in the trial courts,  two (2) in the Court of Appeals,  and three (3) more in the Supreme Court.

        One of the complaints filed by the Lims was filed not in their individual names, but in the name of a partnership of which they themselves were the only partners: "Heirs of Hugo Lim." The complaint advocated the theory that the mortgage which they, together with their mother, had individually constituted (and thereafter amended during the period from 1964 to 1967) over lands standing in their names in the Property Registry as owners pro indiviso, in fact no longer belonged to them at that time, having been earlier deeded over by them to the partnership, "Heirs of Hugo Lim," more precisely, on March 30, 1959, hence, said mortgage was void because executed by them without authority from the partnership.

 ISSUE:
          Whether the mortgage executed by the Lims be attributable to their partnership

HELD:

          Yes, the mortgage executed by the Lims is attributable to their partnership.

The Supreme Court held that the legal fiction of a separate juridical personality and existence will not shield it from the conclusion of having such knowledge which naturally and irresistibly flows from the undenied facts. It would violate all precepts of reason, ordinary experience and common sense to propose that a partnership, as such, cannot be held accountable with knowledge of matters commonly known to all the partners or of acts in which all of the latter, without exception, have taken part, where such matters or acts affect property claimed as its own by said partnership.

The silence and failure of the partnership to impugn said mortgage within a reasonable time, let alone a space of more than seventeen years, brought into play the doctrine of estoppel to preclude any attempt to avoid the mortgage as allegedly unauthorized.

There is no reason to distinguish between the Lims, as individuals, and the partnership itself, since the former constituted the entire membership of the latter. In other words, despite the concealment of the existence of the partnership, for all intents and purposes and consistently with the Lims' own theory, it was that partnership which was the real party in interest in all the actions; it was actually represented in said actions by all the individual members thereof, and consequently, those members' acts, declarations and omissions cannot be deemed to be simply the individual acts of said members, but in fact and in law, those of the partnership.



LA COMPAÑIA MARITIMA v. MUÑOZ

LA COMPAÑIA MARITIMA v. MUÑOZ
G.R. No. L-3704; December 12, 1907
Ponente: J. Willard

FACTS:
         
On the 31st day of March, 1905, the defendants Francisco Muñoz, Emilio Muñoz, and Rafael Naval formed on ordinary general mercantile partnership under the name of Francisco Muñoz & Sons for the purpose of carrying on the mercantile business in the Province of Albay which had formerly been carried on by Francisco Muñoz.

In the articles of partnership, it is expressly stated that they have agreed to form, and do form, an ordinary, general mercantile partnership. The object of the partnership, as stated in the fourth paragraph of the articles, is a purely mercantile one and all the requirements of the Code of Commerce in reference to such partnership were complied with. The articles of partnership were recorded in the mercantile registry in the Province of Albay.

Rafael Naval was entitled by the articles of agreement to a fixed salary of P2,500 as long as he was in charge of the branch office established at Ligao

The argument of the appellees seems to be that, because no yearly or monthly salary was assigned to Emilio Muñoz, he contributed nothing to the partnership and received nothing from it.

ISSUE:
          Whether Muñoz is liable to third person even if he is an industrial partner

HELD:

          Yes, Muñoz is liable to third persons even if he is an industrial partner.

The Supreme Court held that in limited partnership, the Code of Commerce recognizes a difference between general and special partners, but in a general partnership there is no such distinction — all the members are general partners. The fact that some may be industrial and some capitalist partners does not make the members of either of these classes alone such general partners.
         
Our construction of the article is that it relates exclusively to the settlement of the partnership affairs among the partners themselves and has nothing to do with the liability of the partners to third persons; that each one of the industrial partners is liable to third persons for the debts of the firm; that if he has paid such debts out of his private property during the life of the partnership, when its affairs are settled he is entitled to credit for the amount so paid, and if it results that there is not enough property in the partnership to pay him, then the capitalist partners must pay him.

Our conclusion is upon this branch of the case that neither on principle nor on authority can the industrial partner be relieved from liability to third persons for the debts of the partnership







PNB v. LO

PNB v. LO
G.R. No. 26937; October 5, 1927
Ponente: J. Villamor

FACTS:

          The appellants Severo Eugenio Lo and Ng Khey Ling, together with J. A. Say Lian Ping, Ko Tiao Hun, On Yem Ke Lam and Co Sieng Peng formed a commercial partnership under the name of "Tai Sing & Co.," with a capital of P40,000 contributed by said partners. In the articles of partnership, it appears that the partnership was to last for five years from and after the date of its organization, and that its purpose was to do business in the City of Iloilo, Province of Iloilo, or in any other part of the Philippine Islands the partners might desire, under the name of "Tai Sing & Co.," for the purchase and sale of merchandise, goods, and native, as well as Chinese and Japanese, products, and to carry on such business and speculations as they might consider profitable
         
General manager A. Say Lian Ping executed a power of attorney in favor of A. Y. Kelam, authorizing him to act in his stead as manager and administrator of "Tai Sing & Co." A. Y. Kelam, acting under such power of attorney, applied for, and obtained a loan of P8,000 in current account from the plaintiff. As security for said loan, he mortgaged certain personal property of Tai Sing & Co.This credit was renewed several times.

This mortgage was again renewed on April 16, 1920, and A. Y. Kelam, as attorney-in-fact of Tai Sing & Co., executed another chattel mortgage for the said sum of P20,000 in favor of the plaintiff bank.

On April 20, 1920, Yap Seng, Severo Eugenio Lo, A. Y. Kelam and Ng Khey Ling, the latter represented by M. Pineda Tayenko, executed a power of attorney in favor of Sy Tit by virtue of which Sy Tit, representing Tai Sing & Co. obtained a credit of P20,000 from plaintiff bank on January 7, 1921, executing a chattel mortgage on certain personal property belonging to Tai Sing & Co.

Defendant Eugenio Lo sets up, as a general defense, that Tai Sing & Co., was not a general partnership, and that the commercial credit in current account which Tai Sing & Co. obtained from the plaintiff bank had not been authorized by the board of directors of the company, nor was the person who subscribed said contract authorized to make the same, under the articles of copartnership.

 ISSUE:
         
 Whether anomalous adoption of a firm name affect the liability of the general partners to third persons

HELD:
         
          No, anomalous adoption of a firm name does not affect the liability of the general partners to third persons

The Supreme Court held that the object of the Code of Commerce in requiring a general partnership to transact business under the name of all its members, of several of them, or of one only, is to protect the public from imposition and fraud; it is for the protection of the creditors rather than of the partners themselves. It is unenforceable as between the partners and at the instance of the violating party, but not in the sense of depriving innocent parties of their rights who may have dealt with the offenders in ignorance of the latter having violated the law; and that contracts entered into by a partnership firm defectively organized are valid when voluntarily executed by the parties, and the only question is whether or not they complied with the agreement.

Therefore, Lo cannot invoke in his defense the anomaly in the firm name which they themselves adopted



RAMNANI v. CA

RAMNANI v. CA
196 scra 731; May 7, 1991
Ponente: J. Gancayco

FACTS:
         
Ishwar, Choithram and Navalrai, all surnamed Jethmal Ramnani, are brothers of the full blood. Ishwar and his spouse Sonya had their main business based in New York. Realizing the difficulty of managing their investments in the Philippines they executed a general power of attorney on January 24, 1966 appointing Navalrai and Choithram as attorneys-in-fact, empowering them to manage and conduct their business concern in the Philippines

On February 1, 1966 and on May 16, 1966, Choithram entered into two agreements for the purchase of two parcels of land located in Barrio Ugong, Pasig, Rizal, from Ortigas & Company, Ltd. Partnership. A building was constructed thereon by Choithram in 1966. Three other buildings were built thereon by Choithram through a loan of P100,000.00 obtained from the Merchants Bank as well as the income derived from the first building.

Sometime in 1970 Ishwar asked Choithram to account for the income and expenses relative to these properties during the period 1967 to 1970. Choithram failed and refused to render such accounting. Thereafter, Ishwar revoked the general power of attorney. Choithram and Ortigas were duly notified of such revocation on April 1, 1971 and May 24, 1971, respectively. Said notice was also registered with the Securities and Exchange Commission on March 29, 1971 and was published in the April 2, 1971 issue of The Manila Times for the information of the general public. 

Nevertheless, Choithram, transferred all rights and interests of Ishwar and Sonya in favor of his daughter-in-law, Nirmla Ramnani, on February 19, 1973.

On October 6, 1982, Ishwar and Sonya filed a complaint against Choitram and/or spouses Nirmla and Moti and Ortigas for reconveyance of said properties or payment of its value and damages.

ISSUE:
         
          Whether Ishram can recover the entire properties subject in the ligitation

HELD:
         
          No, Ishram cannot recover the entire properties subject.

          The Supreme Court held that despite the fact that Choithram, et al., have committed acts which demonstrate their bad faith and scheme to defraud spouses Ishwar and Sonya of their rightful share in the properties in litigation, the Court cannot ignore the fact that Choithram must have been motivated by a strong conviction that as the industrial partner in the acquisition of said assets he has as much claim to said properties as Ishwar, the capitalist partner in the joint venture.
         
Choithram in turn decided to invest in the real estate business. He bought the two (2) parcels of land in question from Ortigas as attorney-in-fact of Ishwar. Instead of paying for the lots in cash, he paid in installments and used the balance of the capital entrusted to him, plus a loan, to build two buildings. Although the buildings were burned later, Choithram was able to build two other buildings on the property. He rented them out and collected the rentals. Through the industry and genius of Choithram, Ishwar's property was developed and improved into what it is now.
    
         Justice and equity dictate that the two share equally the fruit of their joint investment and efforts. Perhaps this Solomonic solution may pave the way towards their reconciliation. Both would stand to gain. No one would end up the loser. After all, blood is thicker than water.

EVANGELISTA & CO. v. ABAD SANTOS

EVANGELISTA & CO. v. ABAD SANTOS
G.R. No. L-31684; June 28, 1973
Ponente: J. Makalintal

FACTS:

          On October 9, 1954 a co-partnership was formed under the name of "Evangelista & Co." On June 7, 1955 the Articles of Co-partnership were amended so as to include herein respondent, Estrella Abad Santos, as industrial partner, with herein petitioners Domingo C. Evangelista, Jr., Leonarda Atienza Abad Santos and Conchita P. Navarro, the original capitalist partners, remaining in that capacity, with a contribution of P17,500 each

          On December 17, 1963 herein respondent filed suit against the three other partners, alleging that the partnership, which was also made a party-defendant, had been paying dividends to the partners except to her; and that notwithstanding her demands the defendants had refused and continued to refuse to let her examine the partnership books or to give her information regarding the partnership affairs or to pay her any share in the dividends declared by the partnership

          The defendants, in their answer, denied ever having declared dividends or distributed profits of the partnership; denied likewise that the plaintiff ever demanded that she be allowed to examine the partnership books; and by way of affirmative defense alleged that the amended Articles of Co-partnership did not express the true agreement of the parties, which was that the plaintiff was not an industrial partner; that she did not in fact contribute industry to the partnership.

ISSUE:
         
          Whether Abad Santos is entitled to see the partnership books because she is an industrial partner in the partnership

HELD:

          Yes, Abad Santos is entitled to see the partnership books.

The Supreme Court ruled that according to

ART. 1299. Any partner shall have the right to a formal account as to partnership affairs:

(1)If he is wrongfully excluded from the partnership business or possession of its property by his co-partners;
(2)If the right exists under the terms of any agreement;
(3)As provided by article 1807;
(4)Whenever other circumstances render it just and reasonable."

In the case at hand, the company is estopped from denying Abad Santos as an industrial partner because it has been 8 years and the company never corrected their agreement in order to show their true intentions. The company never bothered to correct those up until Abad Santos filed a complaint.

LIWANAG v. CA

LIWANAG v. CA
G.R. No. 114398; October 24, 1997
Ponente: J. Romero

FACTS:

          Petitioner Carmen Liwanag and a certain Thelma Tabligan went to the house of complainant Isidora Rosales (Rosales) and asked her to join them in the business of buying and selling cigarettes. Convinced of the feasibility of the venture, Rosales readily agreed. Under their agreement, Rosales would give the money needed to buy the cigarettes while Liwanag and Tabligan would act as her agents, with a corresponding 40% commission to her if the goods are sold; otherwise the money would be returned to Rosales. Consequently, Rosales gave several cash advances to Liwanag and Tabligan amounting to P633,650.00
         
Alarmed that Liwanag was no longer visiting her regarding their business and believing that the amounts she advanced were being misappropriated, Rosales filed a case of estafa against Liwanag.

Liwanag advances the theory that the intention of the parties was to enter into a contract of partnership, wherein Rosales would contribute the funds while she would buy and sell the cigarettes, and later divide the profits between them.  She also argues that the transaction can also be interpreted as a simple loan, with Rosales lending to her the amount stated on an installment basis.      RTC found Liwanag guilty for the crime of estafa. The Court of Appeals affirmed the lower court’s decision

ISSUE:

          Whether Liwanag can be acquitted from the crime of estafa because she and Rosales formed a partnership

HELD:

          No, Liwanag could not be acquitted from the crime of estafa.

          The Supreme Court held that Estafa is a crime committed by a person who defrauds another causing him to suffer damages, by means of unfaithfulness or abuse of confidence, or of false pretenses or fraudulent acts.

          In the case at hand, even assuming that a contract of partnership was indeed entered into by and between the parties, we have ruled that when money or property have been received by a partner for a specific purpose (such as that obtaining in the instant case) and he later misappropriated it, such partner is guilty of estafa.


GATCHALIAN v. COMMISSIONER OF INTERNAL REVENUE

GATCHALIAN v. COMMISSIONER OF INTERNAL REVENUE
G.R. No. 45425; April 29, 1939
Ponente: J. Imperial

FACTS:
          On December 15, 1934, the plaintiffs, all 15 of them, each contributed in order to buy a sweepstakes ticket worth Php 2.00.

           That immediately thereafter but prior to December 16, 1934, plaintiffs purchased, in the ordinary course of business, from one of the duly authorized agents of the National Charity Sweepstakes Office one ticket bearing No. 178637 for the sum of two pesos (P2) and that the said ticket was registered in the name of Jose Gatchalian and Company.
          
          The above-mentioned ticket bearing No. 178637 won one of the third prizes in the amount of P50,000 and that the corresponding check covering the above-mentioned prize of P50,000 was drawn by the National Charity Sweepstakes Office in favor of Jose Gatchalian & Company against the Philippine National Bank, which check was cashed during the latter part of December, 1934 by Jose Gatchalian & Company
          
          Thereafter, Jose Gatchalian was required by income tax examiner Alfredo David to file the corresponding income tax return covering the prize won by Jose Gatchalian & Company and that on December 29, 1934
          
            The defendant made an assessment against Jose Gatchalian & Company requesting the payment of the sum of P1,499.94 to the deputy provincial treasurer of Pulilan, Bulacan. Tthe plaintiffs requested exemption from the payment of the income tax but it was rejected. The plaintiffs paid in protest the tax assessment given to them.

ISSUE:
Whether the plaintiffs formed a partnership, thus not exempted from paying income tax

HELD:

          Yes, the plaintiffs formed a partnership
   
       The Supreme Court held that according to the stipulated facts the plaintiffs organized a partnership of a civil nature because each of them put up money to buy a sweepstakes ticket for the sole purpose of dividing equally the prize which they may win, as they did in fact in the amount of P50,000.

         The partnership was not only formed, but upon the organization thereof and the winning of the prize, Jose Gatchalian personally appeared in the office of the Philippine Charity Sweepstakes, in his capacity as co-partner, as such collected the prize, the office issued the check for P50,000 in favor of Jose Gatchalian and company, and the said partner. in the same capacity, collected the said check.

          Having organized and constituted a partnership of a civil nature, the said entity is the one bound to pay the income tax which the defendant collected under the aforesaid section 10 (a) of Act No. 2833, as amended by section 2 of Act No. 3761.


OÑA V. COMMISSIONER OF INTERNAL REVENUE

OÑA V. COMMISSIONER OF INTERNAL REVENUE
G.R. No. L-19342; May 25, 1972
Ponente: J. BARREDO


FACTS:
         
Julia Buñales died on March 23, 1944, leaving as heirs her surviving spouse, Lorenzo T. Oña and her five children

Because three of the heirs, namely Luz, Virginia and Lorenzo, Jr., all surnamed Oña, were still minors when the project of partition was approved, Lorenzo T. Oña, their father and administrator of the estate, filed a petition in Civil Case No. 9637 of the Court of First Instance of Manila for appointment as guardian of said minors. On November 14, 1949, the Court appointed him guardian of the persons and property of the aforenamed minors.

The project of partition shows that the heirs have undivided one-half (1/2) interest in ten parcels of land with a total assessed value of P87,860.00, six houses with a total assessed value of P17,590.00 and an undetermined amount to be collected from the War Damage Commission.

Although the project of partition was approved by the Court on May 16, 1949, no attempt was made to divide the properties therein listed. Instead, the properties remained under the management of Lorenzo T. Oña who used said properties in business by leasing or selling them and investing the income derived therefrom and the proceeds from the sales thereof in real properties and securities. As a result, petitioners' properties and investments gradually increased from P105,450.00 in 1949 to P480,005.20 in 1956.

From said investments and properties petitioners derived such incomes as profits from installment sales of subdivided lots, profits from sales of stocks, dividends, rentals and interests The said incomes are recorded in the books of account kept by Lorenzo T. Oña, where the corresponding shares of the petitioners in the net income for the year are also known

On the basis of the foregoing facts, respondent (Commissioner of Internal Revenue) decided that petitioners formed an unregistered partnership and therefore, subject to the corporate income tax.


ISSUE:
Whether the petitioners formed an unregistered partnership

HELD:
         
Yes, the petitioners formed an unregistered partnership.
         
The Supreme Court held that that instead of actually distributing the estate of the deceased among themselves pursuant to the project of partition approved in 1949, "the properties remained under the management of Lorenzo T. Oña who used said properties in business by leasing or selling them and investing the income derived therefrom and the proceeds from the sales thereof in real properties and securities. It is thus incontrovertible that petitioners did not, contrary to their contention, merely limit themselves to holding the properties inherited by them. Indeed, it is admitted that during the material years herein involved, some of the said properties were sold at considerable profit, and that with said profit, petitioners engaged, thru Lorenzo T. Oña, in the purchase and sale of corporate securities. It is likewise admitted that all the profits from these ventures were divided among petitioners proportionately in accordance with their respective shares in the inheritance.

As already indicated, for tax purposes, the co-ownership of inherited properties is automatically converted into an unregistered partnership the moment the said common properties and/or the incomes derived therefrom are used as a common fund with intent to produce profits for the heirs in proportion to their respective shares in the inheritance as determined in a project partition either duly executed in an extrajudicial settlement or approved by the court in the corresponding testate or intestate proceeding.


HEIRS OF TAN ENG KEE v. CA

HEIRS OF TAN ENG KEE v. CA
G.R. No. 126881; October 3, 2000
Ponente: J. De Leon Jr.

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 was for accounting, liquidation and winding up of the alleged partnership formed after World War II between Tan Eng Kee and Tan Eng Lay.
         
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.

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.

The RTC ruled in favor of the Heirs of Tan Eng Kee. However, the Court of Appeals reversed and set aside the lower court’s decision.

ISSUE:
          Whether Tan Eng Kee and Tan Eng Lay were partners in Benguet Lumber


HELD:

          No, Tan Eng Lay and Tan Eng Kee were not partners in Benguet Lumber

The Supreme Court held that in order to constitute a partnership, it must be established that (1) two or more persons bound themselves to contribute money, property, or industry to a common fund, and (2) they intend to divide the profits among themselves. Undoubtedly, the best evidence would have been the contract of partnership itself, or the articles of partnership but there is none.

In the case at hand, there is no evidence that Tan Eng Kee contributed his resources to a common fund for the purpose of establishing a partnership. Moreover, it is indeed odd, if not unnatural, that despite the forty years the partnership was allegedly in existence, Tan Eng Kee never asked for an accounting. The essence of a partnership is that the partners share in the profits and losses.

          Therefore, Tan Eng Kee and Tan Eng lay were not partners in Benguet Lumber



TOCAO v. CA

TOCAO V. CA
G.R. No. 127405; October 4, 2000
Ponente: J. Ynares-Santiago

FACTS:

Private respondent Nenita A. Anay met petitioner William T. Belo, then the vice-president for operations of Ultra Clean Water Purifier, through her former employer in Bangkok. Belo introduced Anay to petitioner Marjorie Tocao, who conveyed her desire to enter into a joint venture with her for the importation and local distribution of kitchen cookwares

Under the joint venture, Belo acted as capitalist, Tocao as president and general manager, and Anay as head of the marketing department and later, vice-president for sales

The parties agreed that Belo's name should not appear in any documents relating to their transactions with West Bend Company. Anay having secured the distributorship of cookware products from the West Bend Company and organized the administrative staff and the sales force, the cookware business took off successfully. They operated under the name of Geminesse Enterprise, a sole proprietorship registered in Marjorie Tocao's name.


The parties agreed further that Anay would be entitled to: 
(1) ten percent (10%) of the annual net profits of the business; 
(2) overriding commission of six percent (6%) of the overall weekly production; 
(3) thirty percent (30%) of the sales she would make; and 
(4) two percent (2%) for her demonstration services. The agreement was not reduced to writing on the strength of Belo's assurances that he was sincere, dependable and honest when it came to financial commitments.

On October 9, 1987, Anay learned that Marjorie Tocao had signed a letter addressed to the Cubao sales office to the effect that she was no longer the vice-president of Geminesse Enterprise.

Anay attempted to contact Belo. She wrote him twice to demand her overriding commission for the period of January 8, 1988 to February 5, 1988 and the audit of the company to determine her share in the net profits.

Anay still received her five percent (5%) overriding commission up to December 1987. The following year, 1988, she did not receive the same commission although the company netted a gross sales of P 13,300,360.00.

On April 5, 1988, Nenita A. Anay filed Civil Case No. 88-509, a complaint for sum of money with damages against Marjorie D. Tocao and William Belo before the Regional Trial Court of 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 the parties formed a partnership

HELD:

          Yes, the parties involved in this case formed a partnership

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.

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.

Therefore, the parties formed a partnership.


HOW IT MET YOUR EXPECTATIONS....

The world wide web was buzzing after the season finale of hit show "How I Met Your Mother" or HIMYM (for brevity)

However, the excitement of some people went down the drain as the 1 hour finale, amptly named Last Forever, failed their expectations.

The reason why I think some people were slightly disappointed or even felt violated about the last episode is simply because their expectations were not met.

Based on my observation, when we watch movies or any tv shows, we would have certain expectations regarding the show.

More often than not, if the movie or tv show exceeded your expectations, you would rave about it non-stop in the social media or to our friends.  This also includes the proverbial "Hop into the bandwagon" in convincing your friends to watch the show.

On the other hand, if the your expectations with the movie is at par with the quality of the show/movie, then you would say that the plot is predictable and it was patterned or akin to an earlier show/movie which you already watched.

Lastly, when your expectations were not met at all, then producers of the show should *brace themselves* because your rants in the social media are coming. You would go extra-critical even with the tiny little flaws the movie/show.

Going back, some avid fans of the show were satisfied with the ending simply because their expectation was Barney and Robin would end up together in the end. This is because leading up to the finale, the plot was conditioning the minds of its viewers that such would be the case. However, their silent prayer of having a happy ending with Ted-Robin was somewhat heard and answered by the producers and writers of the show. Hence, some fans were pleasantly surprised with the ending.

Personally, I did not like the finale. Simply because my expectations were not met.

Nonetheless, I am glad I get watched a very entertaining TV series. What amazes me the most is how the show could weave or connect all the past episodes (flashbacks) with the current one. Not to mention, the dream sequences of each character. Imagine all the man-hours spent in putting together the show.

Kudos to Carter Bays and Craig Thomas and the rest of the cast of the show for putting smiles in our faces for the past 9 seasons. It was LEGEN-wait for it-DARY!