Anda di halaman 1dari 1

SANTOS VS REYES

G.R. No. 135813 October 25, 2001 FERNANDO SANTOS, petitioner, vs. SPOUSES ARSENIO and
NIEVES REYES, respondents. FACTS: In June 1986, Fernando Santos (70%), Nieves Reyes (15%), and
Melton Zabat (15%) orally instituted a partnership with them as partners. Their venture is to set up a
lending business where it was agreed that Santos shall be financier and that Nieves and Zabat shall
contribute their industry. **The percentages after their names denote their share in the profit. Later,
Nieves introduced Cesar Gragera to Santos. Gragera was the chairman of a corporation. It was agreed
that the partnership shall provide loans to the employees of Grageras corporation and Gragera shall earn
commission from loan payments. In August 1986, the three partners put into writing their verbal
agreement to form the partnership. As earlier agreed, Santos shall finance and Nieves shall do the daily
cash flow more particularly from their dealings with Gragera, Zabat on the other hand shall be a loan
investigator. But then later, Nieves and Santos found out that Zabat was engaged in another lending
business which competes with their partnership hence Zabat was expelled. The two continued with the
partnership and they took with them Nieves husband, Arsenio, who became their loan investigator. Later,
Santos accused the spouses of not remitting Grageras commissions to the latter. He sued them for
collection of sum of money. The spouses countered that Santos merely filed the complaint because he did
not want the spouses to get their shares in the profits. Santos argued that the spouses, insofar as the
dealing with Gragera is concerned, are merely his employees. Santos alleged that there is a distinct
partnership between him and Gragera which is separate from the partnership formed between him, Zabat
and Nieves. The trial court as well as the Court of Appeals ruled against Santos and ordered the latter to
pay the shares of the spouses. ISSUE: Whether or not the spouses are partners. HELD: Yes. Though it is
true that the original partnership between Zabat, Santos and Nieves was terminated when Zabat was
expelled, the said partnership was however considered continued when Nieves and Santos continued
engaging as usual in the lending business even getting Nieves husband, who resigned from the Asian
Development Bank, to be their loan investigator who, in effect, substituted Zabat. There is no separate
partnership between Santos and Gragera. The latter being merely a commission agent of the partnership.
This is even though the partnership was formalized shortly after Gragera met with Santos (Note that
Nieves was even the one who introduced Gragera to Santos exactly for the purpose of setting up a
lending agreement between the corporation and the partnership). HOWEVER, the order of the Court of
Appeals directing Santos to give the spouses their shares in the profit is premature. The accounting made
by the trial court is based on the total income of the partnership. Such total income calculated by the trial
court did not consider the expenses sustained by the partnership. All expenses incurred by the moneylending enterprise of the parties must first be deducted from the total income in order to arrive at the net
profit of the partnership. The share of each one of them should be based on this net profit and not from
the gross income or total income.

Anda mungkin juga menyukai