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Tocao and Belo vs Court of Appeals and Anay though Anay was receiving commissions because this is only

incidental to her efforts as a head marketer.

The Supreme Court also noted that a partner who is excluded
Business Organization – Partnership, Agency, Trust – Dissolution of wrongfully from a partnership is an innocent partner. Hence, the
the Partnership guilty partner must give him his due upon the dissolution of the
William Belo introduced Nenita Anay to his girlfriend, Marjorie Tocao. partnership as well as damages or share in the profits “realized from
The three agreed to form a joint venture for the sale of cooking the appropriation of the partnership business and goodwill.” An
wares. Belo was to contribute P2.5 million; Tocao also contributed innocent partner thus possesses “pecuniary interest in every existing
some cash and she shall also act as president and general manager; contract that was incomplete and in the trade name of the co-
and Anay shall be in charge of marketing. Belo and Tocao partnership and assets at the time he was wrongfully expelled.”
specifically asked Anay because of her experience and connections An unjustified dissolution by a partner can subject him to action for
as a marketer. They agreed further that Anay shall receive the damages because by the mutual agency that arises in a partnership,
following: the doctrine of delectus personae allows the partners to have
the power, although not necessarily the right to dissolve the
1. 10% share of annual net profits partnership.
2. 6% overriding commission for weekly sales Tocao’s unilateral exclusion of Anay from the partnership is shown
3. 30% of sales Anay will make herself by her memo to the Cubao office plainly stating that Anay was, as of
4. 2% share for her demo services October 9, 1987, no longer the vice-president for sales of Geminesse
Enterprise. By that memo, petitioner Tocao effected her own
They operated under the name Geminesse Enterprise, this name withdrawal from the partnership and considered herself as having
was however registered as a sole proprietorship with the Bureau of ceased to be associated with the partnership in the carrying on of the
Domestic Trade under Tocao. The joint venture agreement was not business. Nevertheless, the partnership was not terminated thereby;
reduced to writing because Anay trusted Belo’s assurances. it continues until the winding up of the business.
The venture succeeded under Anay’s marketing prowess.
But then the relationship between Anay and Tocao soured. One day, NOTE: Motion for Reconsideration filed by Tocao and Belo decided
Tocao advised one of the branch managers that Anay was no longer by the SC on September 20, 2001.
a part of the company. Anay then demanded that the company be
audited and her shares be given to her. Belo is not a partner. Anay was not able to prove that Belo in fact
received profits from the company. Belo merely acted as a
guarantor. His participation in the business meetings was not as a
ISSUE: Whether or not there is a partnership. partner but as a guarantor. He in fact had only limited partnership.
Tocao also testified that Belo received nothing from the profits. The
Supreme Court also noted that the partnership was yet to be
HELD: Yes, even though it was not reduced to writing, for a registered in the Securities and Exchange Commission. As such, it
partnership can be instituted in any form. The fact that it was was understandable that Belo, who was after all petitioner Tocao’s
registered as a sole proprietorship is of no moment for such good friend and confidante, would occasionally participate in the
registration was only for the company’s trade name. affairs of the business, although never in a formal or official capacity.

Anay was not even an employee because when they ventured into
the agreement, they explicitly agreed to profit sharing this is even