G.R. No. 155639 - Rivera vs. United Laboratories, Inc.

In November 2000, petitioner Merian B. Santiago was enticed by respondent Edna L. Garcia to invest in Edna’s unregistered lending business with a promise of 5%–8% monthly interest and return of principal upon demand.
No written contract was executed; terms were alleged orally and evidenced by subsequent remittances.

From November 15, 2000 to June 30, 2003, Merian invested an aggregate of ₱1,569,000, of which Edna paid ₱877,000 as interest.
In December 2003, Edna defaulted on interest payments; Merian demanded return of her principal by letter dated January 20, 2004.
On the same day, Edna paid Merian ₱20,000 (₱15,000 cash, ₱5,000 gift cheque) as “partial payment from the principal,” acknowledged in a receipt prepared by Edna.
On February 12, 2004, Merian filed a complaint for sum of money with prayer for preliminary attachment.

RTC Decision: Held that a capitalist–industrial partnership existed; dismissed Merian’s complaint and awarded moral damages, attorney’s fees, and costs in favor of the Garcias.
CA Decision (Jan. 26, 2016): Rejected partnership finding, characterized the transaction as an investment contract entailing business risk, found no cause of action to recover principal upon business losses, and dismissed the complaint (deleted damages awards).
CA Resolution (Nov. 11, 2016): Denied Merian’s motion for partial reconsideration; prompted this Rule 45 petition.

Whether the contractual relation between Merian and Edna is an investment contract that entails business risk, thus barring recovery of the principal.
Whether Edna is nonetheless obligated to return the invested principal upon demand under the parties’ stipulations.