Case

Related
rule and
law

Ortega vs
CA,
SEC
and Misa

Doctrines/Lessons

Facts (2-3 Sentence)

Issue (Corollary
to the PAT)

Ruling

Partnership that does not fix its term is a partnership at

will. The birth and life of a partnership at will is predicated
on the mutual desire and consent of the partners. The
right to choose with whom a person wishes to associate
himself is the very foundation and essence of that
partnership. Its continued existence is in turn dependent
on the constancy of that mutual resolve, along with each
partners capability to give it, and the absence of a cause
for dissolution provided by the law itself. Verily, any one of
the partners may, at his sole pleasure, dictate a
dissolution of the partnership at will. He must, however
act in good faith, not that the attendance of bad faith can
prevent the dissolution of the partnership but it can result
in a liability for damages.

This involves the dissolution of

the law firm Bito, Misa and
Lozada. The dissolution was
brought about by Atty. Misa
through a letter. Upon applying
the request for dissolution at
the SEC, the hearing officer
held that the withdrawal of
Atty. Misa did not dissolve the
partnership on the justifications
that the partnership has a
specific undertaking as stated
in their articles of partnership
and thus not a partnership at
will

Whether
partnership
dissolved

The
partnership
was
dissolved because it is a
partnership at will, the
dissolution
of
which
begins
upon
the
withdrawal of a partner in
a
partnership.
Neither

The issue stems from the

operation of the business
Geminise
Enterprises
a
business
involved
in
the

Whether Anay was a

partner and not an
employee

Neither would the presence of a period for its specific

duration or statement of a particular purpose for its
creation prevent the dissolution of any partnership by an
act or will of a partner.

the
was

would the presence of a

period
for
its
specific
duration or statement of a
particular purpose for its
creation
prevent
the
dissolution of any partnership
by an act or will of a partner.
The
purpose
of
the
partnership in the articles of
partnership is not the specific
undertaking referred to in the
law.
What
the
law
contemplates is a specific
undertaking or project which
has a definite or definable
period of completion. Among
partners,
mutual
agency
arises and the doctrine of
delectus personae allows
them to have the power,
although not necessarily the
right
to
dissolve
the
partnership.

Among partners, mutual agency arises and the doctrine of

delectus personae allows them to have the power,
although not necessarily the right to dissolve the
partnership.

Tacao
CA

vs

Proof of partnership (1) Voice in the management of the

affairs of the business (2) Share in the profits
An industrial partner had the right to demand for a formal

The Court held that Anay

was a partner and not an
employee. In this case,
the court held that she

accounting of the business and to receive her share in the

net profit
Unaccounted stock proves the existence of a partnership
A mere falling out or misunderstanding between partners
does not convert the partnership into a sham organization.
The partnership exists until dissolved under the law.
A partnership with not fixed terms is a partner at will and
can be dissolved by the will of a partner
An unjustified dissolution by a partner can subject him to
action for damages because by the mutual agency that
arises in a partnership, the doctrine of delectus personae
allows the partners to have the power, although not
necessarily the right to dissolve the partnership
A unilateral exclusion of one partner is an effective
withdrawal

distribution of cookwares. In
the business, Belo acted as
capitalist, Tacao as President
and General Manager, and
Anay as Head of Marketing and
VP for Sales. Facts show that
Anay had a say in the
management of the business
including the organization of
the sales force and was entitled
to receive annual profits for her
services. After a fallout, Anay
was
expelled
from
the
business. The case refers to a
complaint by Anay sum of
money against Tocao and Bello.
The case was filed at the RTC.
Tacao and Bello sought for
dismissal claiming that the
complaint should be lodged at
the
Department
of
Labor
claiming it was an employeremployee issue.

was an industrial partner

who
contributes
her
expertise in distribution to
the business. The court
further held that the proof
of her being a partner is
from the fact that (1) she
had
a
say
on
the
management
of
the
business and (2) she was
not entitled to any salary
except for representation
and
transportation
allowances and that she
was entitled to a division
of the profits.