1. CONCEPT OF PARTNERSHIP EE.M.
DELACRUZ, DMD
AND ITS CLASSIFICATION
ART. 1773
1. G.R. No. 27939, October 30, 1928
FORTUNATA SOLIS, PLAINTIFF AND APPELLEE, VS. MAXIMA
BARROSO ET AL., DEFENDANTS AND APPELLANTS.
Facts:
The spouses Juan Lambino and Maria A. Barroso begot three
children named Alejo, Eugenia and Marciana Lambino. On June
2, 1919 said spouses made a donation of propter nuptias of the
lands described in the complaint in favor of their son Alejo
Lambino and Fortunata Solis in a private document in
consideration of the marriage which the latter were about to enter
into. One of the conditions of this donation is that in case of the
donees, one-half of these lands thus donated would revert to the
donors while the surviving donee would retain the other half.
On the 8th of the said month of June 1919, Alejo Lambino and
Fortunata Solis were married and immediately thereafter the
donors delivered the possession of the donated lands to them. On
August 3,1919 donee Alejo Lambino died. In the same year donor
Juan Lambino also died. After the latter's death, his wife, Maxima
Barroso recovered possession the donated lands.
The surviving donee Fortunata Solis filed the action against the
surviving donor Maxima Barroso and Eugenia And Marcelina
Lambino, heirs of the deceased donor Juan Lambino, with their
respective husbands, demanding of the defendants the execution
of the proper deed of donation according to law, transferring one-
half of the donated property, and moreover, to "proceed to the
partition of the donated property and its fruits.
Issue:
Whether or not there was a valid donation of proper nuptias that
will vest the plaintiff a legal title to the part of donated land
assigned to her in the original donation?
Held:
No. The Court held that Article 1279 of the Civil Code, relating to
contracts, is not applicable to the present case. Donation propter
nuptias, which, according to article 1328 of the Civil Code, must
be governed by the rules on donations of the Civil Code. Article
633 provides that in order that a donation of real property may be
valid, it must be made in a public instrument. This is the article
applicable to donation propter nuptias in so far as its formal
validity is concerned.
The donation propter nuptias in this case is not valid and did not
create any right, since it was not made in a public instrument, and
hence, article 1279 of the Civil Code which the lower court applied
is not applicable thereto. The latter article provides that, should
the law require the execution of an instrument or any other special
form in order to make the obligations of a contract effective, the
contracting parties may compel each other to comply with such
formality from the moment that consent has been given, and the
other requirements for the validity of the contract exist.
Donations for valuable consideration, as may be inferred from
Article 619 of the Civil Code, are such as compensate services
which constitute debts recoverable from the donor, or which
impose a charge equal to the amount of the donation upon the
donee, neither of which exists in the present donation, which was
made only in consideration of marriage.
The marriage is really a consideration but not in the sense of
being necessary to give birth to the obligation. This may be clearly
inferred from Article 1333, which makes the fact that the marriage
did not take place a cause for the revocation of such donations,
1. CONCEPT OF PARTNERSHIP EE.M.DELACRUZ, DMD
AND ITS CLASSIFICATION
ART. 1773
thus taking it for granted that there may be a valid donation
propter nuptias, even without marriage, since a thing that has not
existed cannot be revoked. Such valid donation would be forever
valid, even if the marriage never took place. This is because the
marriage in a donation propter nuptias is rather a resolutory
condition which, as such, presupposes the existence of the
obligation which may be resolved or revoked, and it is not a
condition necessary for the birth of the obligation.
2. Torres vs. Court of Appeals
320 SCRA 428 | December 9, 1999
Ponente: PANGANIBAN,J.
FACTS:
Petitioners Antonia Torres and Emeteria Baring entered into a
"joint venture agreement" with Respondent Manuel Torres for the
development of a parcel of land into a subdivision.Pursuant to the
contract, they executed a Deed of Sale covering the said parcel of
land in favor of Manuel Torres, who then had it registered in his
name and obtained from Equitable Bank a loan ofP40,000 which
was to be used for the development of the subdivision. All three of
them also agreed to share the proceeds from the sale of the
subdivided lots.
The project did not push through, and the land was
subsequently foreclosed by the bank.
According to Antonia Torres and Emeteria Baring, the project
failed because of Manuel Torres lack of funds or means and skills
and that Manuel Torres used the loan in furtherance of his own
company.
On the other hand, Manuel Torres alleged that he used the
loan to implement the Agreement.For a total expense ofP85,000,
he was able to effect the survey and the subdivision of the lots,
secure the Lapu Lapu City Councils approval of the project which
he advertised in a local newspaper, develop the roads, the curbs
and the gutters of the subdivision and enter into a contract to
construct low-cost housing units on the property.
Manuel Torres claimed that the subdivision project failed
because Antonia Torres and Emeteria Baring and their relatives
had separately caused the annotations of adverse claims on the
title to the land, which eventually scared away prospective
buyers. Despite his requests, petitioners refused to cause the
clearing of the claims, thereby forcing him to give up on the
project.
Subsequently, Antonia Torres and Emeteria Baring filed a
case for estafa against Manuel Torres and his wife, who were
however acquitted. Thereafter, they filed a civil case which was
later dismissed by the trial court and affirmed by the CA. The
Court of Appeals held that the parties had formed a partnership
for the development of the subdivision and invoked Article 1797 of
the Civil Cod. Thus, they must bear the loss suffered by the
partnership in the same proportion as their share in the profits
stipulated in the contract
Hence, this Petition.
ISSUES:
1) Whether or not the transaction between the petitioners
Antonia Torres and Emeteria Baring and respondent Manuel
Torres was that of a joint venture/partnership?
2) Whether or not the Petitioners contention that the Joint
Venture Agreement is void under Article 1773 of the Civil Code
is correct?
RULING:
1. CONCEPT OF PARTNERSHIP EE.M.DELACRUZ, DMD
AND ITS CLASSIFICATION
ART. 1773
1.) The transaction between the petitioners Antonia Torres and partnership is void, whenever immovable property is contributed
Emeteria Baring and respondent Manuel Torres was that of a thereto, if an inventory of said property is not made, signed by the
partnership. parties, and attached to the public instrument. This was intended
primarily to protect third persons. Arturo M. Tolentino states that
A reading of the terms embodied in the Agreement
under the aforecited provision which is a complement of Article
indubitably shows the existence of a partnership pursuant to
1771, the execution of a public instrument would be useless if
Article 1767 of the Civil Code, which provides By the contract of
there is no inventory of the property contributed, because without
partnership two or more persons bind themselves to contribute
its designation and description, they cannot be subject to
money, property, or industry to a common fund, with the intention
inscription in the Registry of Property, and their contribution
of dividing the profits among themselves.
cannot prejudice third persons. This will result in fraud to those
Under the Agreement, Antonia Torres and Emeteria Baring who contract with the partnership in the belief [in] the efficacy of
would contribute property to the partnership in the form of land the guaranty in which the immovables may consist. Thus, the
which was to be developed into a subdivision; while Manuel contract is declared void by the law when no such inventory is
Torres would give, in addition to his industry, the amount needed made.
for general expenses and other costs. Furthermore, the income
The case at bar does not involve third parties who may be
from the said project would be divided according to the stipulated
prejudiced.
percentage. Clearly, the contract manifested the intention of the
parties to form a partnership.
It should be stressed that the parties implemented the
contract. Thus, Antonia Torres and Emeteria Baring transferred
the title to the land to facilitate its use in the name of the Manuel
Torres.On the other hand, Manuel Torres caused the subject land
to be mortgaged, the proceeds of which were used for the survey
and the subdivision of the land.As noted earlier, he developed the
roads, the curbs and the gutters of the subdivision and entered
into a contract to construct low-cost housing units on the property.
Manuel Torres actions clearly belie Antonia Torres and
Emeteria Baring contention that he made no contribution to the
partnership. Under Article 1767 of the Civil Code, a partner may
contribute not only money or property, but also industry.

2.) No. The Petitioners contention that the Joint Venture

Agreement is void under Article 1773 of the Civil Code is not
correct. Under Article 1773 of the Civil Code, a contract of