Facts:
On June
22, 1992, respondent Lamberto T. Chua filed a complaint against petitioners,
Lilibeth Sunga Sunga Chan and Cecilia Sunga, daughter and wife, respectively of
the deceased Jacinto L. Sunga, for winding up of Partnership Affairs,
accounting, appraisal and recovery of Shares and Damages with Writ of
Preliminary Attachment with the Regional Trial Court, Branch 11, Zamboanga del
Norte.
Respondent
alleged that in 1977, he verbally entered into a partnership with Jacinto in
the distribution of Shellane Liquefied Petroleum Gas (LPG) in Manila with
initial capital contribution of Php100,000.00 each, with the intention that the
profits would be equally divided between them. For business convenience, respondent
and Jacinto agreed to register the business name of their partnership SHELLITE
GAS APPLIANCE CENTER under the name of Jacinto as sole proprietorship.
Petitioners
question the correctness of the finding of the Trial Court and the Court of
Appeals that a partnership existed in the absence of any written document to
show partnership between respondent and Jacinto from 1977 until Jacinto’s
death.
Issue:
Whether
or not respondent Lamberto Chua and Jacinto L. Sunga has entered into a
partnership?
Held:
Yes.
The court ruled that a partnership may be constituted in any form, except where
immovable property or real rights are contributed thereto, in which case a
public instrument shall be necessary. Also, Article 1772 of the Civil Code
requires that partnership with a capital of Php3,000.00 or more must register
with the Securities and Exchange Commission, however this registration
requirement is not mandatory. Article 1768 of the Civil Code explicitly
provides that the partnership retains its juridical personality even if it
fails register. The failure to register the contract of partnership does not
invalidate the same as among the partners, so long as the contract has the
essential requisites, because the main purpose of registration is to give notice
to third parties, and it can be assumed that the members themselves knew of the
contents of their contract.
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