Case Digest (G.R. No. 127405)
Facts:
In Marjorie Tocao and William T. Belo v. Court of Appeals and Nenita A. Anay, decided on October 4, 2000 under the 1987 Constitution, private respondent Nenita Anay, a seasoned marketing adviser, met petitioner William Belo in Bangkok and was introduced to petitioner Marjorie Tocao with whom she agreed to form a joint venture for importing and distributing cookware. Belo provided financing, Tocao served as president and general manager of the enterprise styled Geminesse Enterprise, and Anay headed marketing and later became vice-president for sales. While the business operated as a sole proprietorship registered in Tocao’s name, the parties orally agreed that Anay would receive 10% of net profits, 6% overriding commission on weekly production, 30% of her personal sales and 2% for demonstrations. After successful initial operations and trips to the U.S. as West Bend distributors, Anay was suddenly barred from her office in October 1987 and ceased to receive her overriding commissCase Digest (G.R. No. 127405)
Facts:
- Formation of the Joint Venture
- Parties and roles
- Petitioners: William T. Belo (capitalist) and Marjorie D. Tocao (president and general manager)
- Private respondent: Nenita A. Anay (marketing head, later vice-president for sales)
- Agreement terms (oral)
- Use of Anay’s name to secure West Bend distributorship; Belo’s name omitted
- Anay entitled to: 10% of net profits; 6% overriding commission on weekly production; 30% of her sales; 2% for demonstrations
- Business Operations
- Securing and organizing
- Anay obtained West Bend distributorship and built administrative staff and sales force
- Enterprise registered as “Geminesse Enterprise,” a sole proprietorship under Tocao
- Performance and further arrangements
- Belo financed capital commitments; enterprise thrived
- Anay invited to West Bend meetings; Tocao supported visa application
- Belo’s October 7, 1987 memo granted Anay 37% commission on personal sales apart from profit share
- Breakdown and Litigation
- Exclusion of Anay
- October 9–10, 1987: Tocao’s letter and note barred Anay from office and demonstrations
- Anay’s demands for overdue commissions and audit ignored
- She received overriding commissions only through December 1987
- Civil Case No. 88-509
- Anay sued for: P32,000 unpaid commission; audit for 10% net-profit share; P100,000 moral and P100,000 exemplary damages; 5% commission on 150 sets
- Petitioners’ defenses: no enforceable partnership (sole proprietorship), employment dispute for Labor Dept., counterclaim for damages
- Trial court findings and award
- Existence of oral partnership based on contributions of capital and industry and profit-sharing intent
- Ordered formal accounting (Art. 1809, Civil Code), payment of commissions, P100,000 moral and P100,000 exemplary damages, P50,000 attorney’s fees, P20,000 costs
- Court of Appeals decision
- Affirmed partnership; reduced moral and exemplary damages to P50,000 each; denied petitioners’ reconsideration
Issues:
- Whether the parties formed a valid partnership or merely an employment arrangement.
- Whether an oral partnership without written instrument is enforceable under the Civil Code.
- Whether private respondent is entitled to commissions, profit share, and damages awarded by the courts below.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)