1. Heirs of Tan Eng Kee vs.

CA, 341 SCRA 740

2. In the Matter of the Petition for Authority to Continue Use of Firm Name
“Sycip,Salazar, etc.”/“Ozaeta, Romulo, etc.” 92 SCRA

3. Estanislao, Jr. vs. Court of Appeals, 160 SCRA 830

GANCAYCO, J.:
By this petition for certiorari the Court is asked to determine if a partnership exists between members of the same family arising from their
joint ownership of certain properties.
Petitioner and private respondents are brothers and sisters who are co-owners of certain lots at the
corner of Annapolis and Aurora Blvd., QuezonCity which were then being leased to the Shell
Company of the Philippines Limited (SHELL). They agreed to open and operate a gas station thereat
to be known as Estanislao Shell Service Station with an initial investment of P 15,000.00 to be taken
from the advance rentals due to them from SHELL for the occupancy of the said lots owned in
common by them. A joint affidavit was executed by them on April 11, 1966 which was prepared
byAtty. Democrito Angeles   They agreed to help their brother, petitioner herein, by allowing him to
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operate and manage the gasoline service station of the family. They negotiated with SHELL. For
practical purposes and in order not to run counter to the company's policy of appointing only one
dealer, it was agreed that petitioner would apply for the dealership. Respondent Remedios helped in
managing the bussiness with petitioner from May 3, 1966 up to February 16, 1967.
On May 26, 1966, the parties herein entered into an Additional Cash Pledge Agreement with SHELL
wherein it was reiterated that the P 15,000.00 advance rental shall be deposited with SHELL to
cover advances of fuel to petitioner as dealer with a proviso that said agreement "cancels and
supersedes the Joint Affidavit dated 11 April 1966 executed by the co-owners."  2

For sometime, the petitioner submitted financial statements regarding the operation of the business
to private respondents, but therafter petitioner failed to render subsequent accounting. Hence
through Atty. Angeles, a demand was made on petitioner to render an accounting of the profits.
The financial report of December 31, 1968 shows that the business was able to make a profit of P
87,293.79 and that by the year ending 1969, a profit of P 150,000.00 was realized.  3

Thus, on August 25, 1970 private respondents filed a complaint in the Court of First Instance of Rizal
against petitioner praying among others that the latter be ordered:
1. to execute a public document embodying all the provisions of the partnership
agreement entered into between plaintiffs and defendant as provided in Article 1771
of the New Civil Code;
2. to render a formal accounting of the business operation covering the period from
May 6, 1966 up to December 21, 1968 and from January 1, 1969 up to the time the
order is issued and that the same be subject to proper audit;
 3. to pay the plaintiffs their lawful shares and participation in the net profits of the
business in an amount of no less than P l50,000.00 with interest at the rate of 1% per
month from date of demand until full payment thereof for the entire duration of the
business; and
4. to pay the plaintiffs the amount of P 10,000.00 as attorney's fees and costs of the
suit (pp. 13-14 Record on Appeal.)
After trial on the merits, on October 15, 1975, Hon. Lino Anover who was then the temporary
presiding judge of Branch IV of the trial court, rendered judgment dismissing the complaint and
counterclaim and ordering private respondents to pay petitioner P 3,000.00 attorney's fee and costs.
Private respondent filed a motion for reconsideration of the decision. On December 10, 1975, Hon.
Ricardo Tensuan who was the newly appointed presiding judge of the same branch, set aside the
aforesaid derision and rendered another decision in favor of said respondents.
The dispositive part thereof reads as follows:
WHEREFORE, the Decision of this Court dated October 14, 1975 is hereby
reconsidered and a new judgment is hereby rendered in favor of the plaintiffs and as
against the defendant:
(1) Ordering the defendant to execute a public instrument embodying all the
provisions of the partnership agreement entered into between plaintiffs and
defendant as provided for in Article 1771, Civil Code of the Philippines;
(2) Ordering the defendant to render a formal accounting of the business operation
from April 1969 up to the time this order is issued, the same to be subject to
examination and audit by the plaintiff,
(3) Ordering the defendant to pay plaintiffs their lawful shares and participation in the
net profits of the business in the amount of P 150,000.00, with interest thereon at the
rate of One (1%) Per Cent per month from date of demand until full payment thereof;
(4) Ordering the defendant to pay the plaintiffs the sum of P 5,000.00 by way of
attorney's fees of plaintiffs' counsel; as well as the costs of suit. (pp. 161-162. Record
on Appeal).
Petitioner then interposed an appeal to the Court of Appeals enumerating seven (7) errors allegedly
committed by the trial court. In due course, a decision was rendered by the Court of Appeals on
November 28,1978 affirming in toto the decision of the lower court with costs against petitioner. *
A motion for reconsideration of said decision filed by petitioner was denied on January 30, 1979. Not
satisfied therewith, the petitioner now comes to this court by way of this petition for certiorari alleging
that the respondent court erred:
1. In interpreting the legal import of the Joint Affidavit (Exh. 'A') vis-a-vis the
Additional Cash Pledge Agreement (Exhs. "B-2","6", and "L"); and
2. In declaring that a partnership was established by and among the petitioner and
the private respondents as regards the ownership and or operation of the gasoline
service station business.
Petitioner relies heavily on the provisions of the Joint Affidavit of April 11, 1966 (Exhibit A) and the
Additional Cash Pledge Agreement of May 20, 1966 (Exhibit 6) which are herein reproduced-
(a) The joint Affidavit of April 11, 1966, Exhibit A reads:
(1) That we are the Lessors of two parcels of land fully describe in Transfer
Certificates of Title Nos. 45071 and 71244 of the Register of Deeds of Quezon City,
in favor of the LESSEE - SHELL COMPANY OF THE PHILIPPINES LIMITED a
corporation duly licensed to do business in the Philippines;
(2) That we have requested the said SHELL COMPANY OF THE PHILIPPINE
LIMITED advanced rentals in the total amount of FIFTEEN THOUSAND PESOS (P
l5,000.00) Philippine Currency, so that we can use the said amount to augment our
capital investment in the operation of that gasoline station constructed ,by the said
 company on our two lots aforesaid by virtue of an outstanding Lease Agreement we
have entered into with the said company;
(3) That the and SHELL COMPANY OF THE PHILIPPINE LIMITED out of its
benevolence and desire to help us in aumenting our capital investment in the
operation of the said gasoline station, has agreed to give us the said amount of P
15,000.00, which amount will partake the nature of ADVANCED RENTALS;
(4) That we have freely and voluntarily agreed that upon receipt of the said amount of
FIFTEEN THOUSAND PESOS (P l6,000.00) from he SHELL COMPANY OF THE
PHILIPPINES LIMITED, the said sum as ADVANCED RENTALS to us be applied as
monthly rentals for the sai two lots under our Lease Agreement starting on the 25th
of May, 1966 until such time that the said of P 15,000.00 be applicable, which time to
our estimate and one-half months from May 25, 1966 or until the 10th of October,
1966 more or less;
(5) That we have likewise agreed among ourselves that the SHELL COMPANY OF
THE PHILIPPINES LIMITED execute an instrument for us to sign embodying our
conformity that the said amount that it will generously grant us as requested be
applied as ADVANCED RENTALS; and
(6) FURTHER AFFIANTS SAYETH NOT.,
(b) The Additional Cash Pledge Agreement of May 20,1966, Exhibit 6, is as follows:
WHEREAS, under the lease Agreement dated 13th November, 1963 (identified as
doc. Nos. 491 & 1407, Page Nos. 99 & 66, Book Nos. V & III, Series of 1963 in the
Notarial Registers of Notaries Public Rosauro Marquez, and R.D. Liwanag,
respectively) executed in favour of SHELL by the herein CO-OWNERS and another
Lease Agreement dated 19th March 1964 . . . also executed in favour of SHELL by
CO-OWNERS Remedios and MARIA ESTANISLAO for the lease of adjoining
portions of two parcels of land at Aurora Blvd./ Annapolis, Quezon City, the CO
OWNERS RECEIVE a total monthly rental of PESOS THREE THOUSAND THREE
HUNDRED EIGHTY TWO AND 29/100 (P 3,382.29), Philippine Currency;
WHEREAS, CO-OWNER Eligio Estanislao Jr. is the Dealer of the Shell Station
constructed on the leased land, and as Dealer under the Cash Pledge Agreement
dated llth May 1966, he deposited to SHELL in cash the amount of PESOS TEN
THOUSAND (P 10,000), Philippine Currency, to secure his purchase on credit of
Shell petroleum products; . . .
WHEREAS, said DEALER, in his desire, to be granted an increased the limit up to P
25,000, has secured the conformity of his CO-OWNERS to waive and assign to
SHELL the total monthly rentals due to all of them to accumulate the equivalent
amount of P 15,000, commencing 24th May 1966, this P 15,000 shall be treated as
additional cash deposit to SHELL under the same terms and conditions of the
aforementioned Cash Pledge Agreement dated llth May 1966.
NOW, THEREFORE, for and in consideration of the foregoing premises,and the
mutual covenants among the CO-OWNERS herein and SHELL, said parties have
agreed and hereby agree as follows:
l. The CO-OWNERS dohere by waive in favor of DEALER the monthly rentals due to
all CO-OWNERS, collectively, under the above describe two Lease Agreements, one
dated 13th November 1963 and the other dated 19th March 1964 to enable DEALER
to increase his existing cash deposit to SHELL, from P 10,000 to P 25,000, for such
purpose, the SHELL CO-OWNERS and DEALER hereby irrevocably assign to
SHELL the monthly rental of P 3,382.29 payable to them respectively as they fall
due, monthly, commencing 24th May 1966, until such time that the monthly rentals
accumulated, shall be equal to P l5,000.
 2. The above stated monthly rentals accumulated shall be treated as additional cash
deposit by DEALER to SHELL, thereby in increasing his credit limit from P 10,000 to
P 25,000. This agreement, therefore, cancels and supersedes the Joint affidavit
dated 11 April 1966 executed by the CO-OWNERS.
3. Effective upon the signing of this agreement, SHELL agrees to allow DEALER to
purchase from SHELL petroleum products, on credit, up to the amount of P 25,000.
4. This increase in the credit shall also be subject to the same terms and conditions
of the above-mentioned Cash Pledge Agreement dated llth May 1966. (Exhs. "B-2,"
"L," and "6"; emphasis supplied)
In the aforesaid Joint Affidavit of April 11, 1966 (Exhibit A), it is clearly stipulated by the parties that
the P 15,000.00 advance rental due to them from SHELL shall augment their "capital investment" in
the operation of the gasoline station, which advance rentals shall be credited as rentals from May
25, 1966 up to four and one-half months or until 10 October 1966, more or less covering said P
15,000.00.
In the subsequent document entitled "Additional Cash Pledge Agreement" above reproduced
(Exhibit 6), the private respondents and petitioners assigned to SHELL the monthly rentals due them
commencing the 24th of May 1966 until such time that the monthly rentals accumulated equal P
15,000.00 which private respondents agree to be a cash deposit of petitioner in favor of SHELL to
increase his credit limit as dealer. As above-stated it provided therein that "This agreement,
therefore, cancels and supersedes the Joint Affidavit dated 11 April 1966 executed by the CO-
OWNERS."
Petitioner contends that because of the said stipulation cancelling and superseding that previous
Joint Affidavit, whatever partnership agreement there was in said previous agreement had thereby
been abrogated. We find no merit in this argument. Said cancelling provision was necessary for the
Joint Affidavit speaks of P 15,000.00 advance rentals starting May 25, 1966 while the latter
agreement also refers to advance rentals of the same amount starting May 24, 1966. There is,
therefore, a duplication of reference to the P 15,000.00 hence the need to provide in the subsequent
document that it "cancels and supersedes" the previous one. True it is that in the latter document, it
is silent as to the statement in the Joint Affidavit that the P 15,000.00 represents the "capital
investment" of the parties in the gasoline station business and it speaks of petitioner as the sole
dealer, but this is as it should be for in the latter document SHELL was a signatory and it would be
against its policy if in the agreement it should be stated that the business is a partnership with
private respondents and not a sole proprietorship of petitioner.
Moreover other evidence in the record shows that there was in fact such partnership agreement
between the parties. This is attested by the testimonies of private respondent Remedies Estanislao
and Atty. Angeles. Petitioner submitted to private respondents periodic accounting of the
business.   Petitioner gave a written authority to private respondent Remedies Estanislao, his sister,
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to examine and audit the books of their "common business' aming negosyo).   Respondent
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Remedios assisted in the running of the business. There is no doubt that the parties hereto formed a
partnership when they bound themselves to contribute money to a common fund with the intention of
dividing the profits among themselves.  The sole dealership by the petitioner and the issuance of all
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government permits and licenses in the name of petitioner was in compliance with the afore-stated
policy of SHELL and the understanding of the parties of having only one dealer of the SHELL
products.
Further, the findings of facts of the respondent court are conclusive in this proceeding, and its
conclusion based on the said facts are in accordancewith the applicable law.
WHEREFORE, the judgment appealed from is AFFIRMED in toto with costs against petitioner. This
decision is immediately executory and no motion for extension of time to file a motion for
reconsideration shag beentertained.
SO ORDERED.
 4. Ngo Tian Tek vs. Phil. Education Co., 78 Phil 275
NGO TIAN TEK and NGO HAY, petitioner,
vs.
PHILIPPINE EDUCATION CO., INC., respondent.
Tansinsin and Yatco for petitioner.
Marcial Esposo for respondent.
PARAS, J .:
The plaintiff, Philippine Education Co., Inc., instituted in the Court of First Instance of Manila an
action against the defendants, Vicente Tan alias Chan Sy and the partnership of Ngo Tian Tek and
Ngo Hay, for the recovery of some P16,070.14, unpaid cost of merchandise purchased by Lee Guan
Box Factory from the plaintiff and five other corporate entities which, though not parties to the action,
had previously assigned their credits to the plaintiff, together with attorney's fees, interest and
costs. /by agreement of the parties, the case was heard before a referee, Attorney Francisco
Dalupan, who in due time submitted his report holding the defendants jointly and severally liable to
the plaintiff for the sum of P16,070.14 plus attorney's fees and interest at the rates specified in the
report. On March 6, 1939, the Court of First Instance of Manila rendered judgment was affirmed by
the Court of Appeals in its decision of January 31, 1941, now the subject of our review at the
instance of the partnership Ngo Tian Tek and Ngo Hay, petitioner herein.
"It appears that," quoting from the decision of the Court of Appeals whose findings of fact are
conclusive, "as far back as the year 1925, the Modern Box Factory was established at 603
Magdalena Street, Manila. It was at first owned by Ngo Hay, who three years later was joined by
Ngo Tian Tek as a junior partner. The modern Box Factory dealt in pare and similar merchandise
and purchased goods from the plaintiff and its assignors in the names of the Modern Box Factory,
Ngo Hay and Co., Go Hay Box Factory, or Go Hay. Then about the year 1930, the Lee Guan Box
Factory was established a few meters from the Modern Box Factory, under the management of
Vicente Tan. When that concern, through Vicente Tan, sought credit with the plaintiff and its
assignors, Ngo Hay, in conversations and interviews with their officers and employees, represented
that he was the principal owner of such factory, that the Lee Guan Box Factory and the Modern Box
Factory belonged to the same owner, and that the Lee Guan Box Factory was a subsidiary of the
Modern Box Factory. There is evidence that many goods purchased in the name of the Lee Guan
Box Factory were delivered to the Modern Box Factory by the employees of the plaintiff and its
assignors upon the express direction of Vicente Tan. There is also evidence that the collectors of the
sellers were requested by Vicente Tan to collect — and did collect — from the Modern Box Factory
the bills against the Lee Guan Box Factory. In the fact the record shows many checks signed by Ngo
Hay or Ngo Tian Tek in payment of accounts of the Lee Guan Box Factory. Furthermore, — and this
seems to be conclusive-Ngo Hay, testifying for the defense, admitted that 'he' was the owner of the
Lee Guan Box Factory in and before the year 1934, but that in January, 1935, 'he' sold it, by the
contract of sale Exhibit 7, to Vicente Tan, who had been his manager of the business. Tan declared
also that before January, 1935, the Lee Guan Box Factory pertained to Ngo Hay and Ngo Tian Tek.
The contract Exhibit 7 was found by the referee, to be untrue and simulated, for various convincing
reasons that need no repetition here. And the quoted statements serve effectively to confirm the
evidence for the plaintiff that it was Ngo Hay's representations of ownership of, and responsibility for,
Lee Guan Box Factory that induced them to open credit for that concern. It must be stated that in
this connection — to answer appellant's fitting observation — that the plaintiff and the assignors
have considered Ngo Hay, the Modern Box Factory and Ngo Hay and Co. as one and the same,
through the acts of the partners themselves, and that the proof as to Ngo Hay's statements
regarding the ownership of Lee Guan Box Factory must be taken in that view. Ngo Hay was wont to
say 'he' owned the Modern Box Factory, meaning that he was the principal owner, his other partner
being Ngo Tian Tek. Now, it needs no demonstration — for appellant does not deny it — that the
obligations of the Lee Guan Box Factory must rest upon its known owner. And that owner in Ngo
Tian Tek and Ngo Hay."
We must overrule petitioner's contention that the Court of Appeals erred in holding that Lee Guan
Box Factory was a subsidiary of the Modern Box Factory and in disregarding the fact that the
contracts evidencing the debts in question were signed by Vicente Tan alias Chan Sy, without any
indication that tended to involve the Modern Box Factory or the petitioner. In the first place, we are
concluded by the finding of the Court of Appeals regarding the ownership by the petitioner of Lee
Guan Box Factory. Secondly, the circumstances that Vicente Tan alias Chan Sy acted in his own
name cannot save the petitioner, in view of said ownership, and because contracts entered into by a
factor of a commercial establishment known to belong to a well known enterprise or association,
shall be understood as made for the account of the owner of such enterprise or association, even
when the factor has not so stated at the time of executing the same, provided that such contracts
involve objects comprised in the line and business of the establishment. (Article 286, Code of
Commerce.) The fact that Vicente Tan did not have any recorded power of attorney executed by the
petitioner will not operate to prejudice third persons, like the respondent Philippine Education Co.,
Inc., and its assignors. (3 Echavarri, 133.)
Another defense set up by the petitioner is that prior to the transactions which gave rise to this suit,
Vicente Tan had purchased Lee Guan Box Factory from Ngo Hay under the contract, Exhibit 7; and
the petitioner assails, under the second assignment of error, the conclusion of the Court of Appeals
that said contract is simulated. This contention is purely factual and must also be overruled.
The petitioner questions the right of the respondent Philippine Education Co., Inc., to sue for the
credits assigned by the five entities with which Lee Guan Box Factory originally contracted, it being
argued that the assignment, intended only for purposes of collection, did not make said respondent
the real party in interest. The petitioner has cited 5 Corpus Juris, section 144, page 958, which
points out that "under statutes authorizing only a bona fide assignee of choses in action to sue
thereon in his own name, an assignee for collection merely is not entitled to sue in his own name."
The finding of the Court of Appeals that there is nothing "simulated in the assignment," precludes us
from ruling that respondent company is not a bona fide assignee. Even assuming, however, that said
assignment was only for collection, we are not prepared to say that, under section 114 of the Code
of Civil Procedure, in force at the time this action was instituted, ours is not one of those jurisdictions
following the rule that "when a choose, capable of legal assignment, is assigned absolutely to one,
but the assignment is made for purpose of collection, the legal title thereto vests in the assignee, and
it is no concern of the debtor that the equitable title is in another, and payment to the assignee
discharges the debtor." (5 C. J., section 144, p. 958.) No substantial right of the petitioner could
indeed be prejudiced by such assignment, because section 114 of the Code of Civil Procedure
reserves to it "'any set-off or other defense existing at the time of or before notice of the
assignment.'"
Petitioner's allegation that "fraud in the inception of the debt is personal to the contracting parties
and does not follow assignment," and that the contracts assigned to the respondent company "are
immoral and against public policy and therefore void," constitute defenses on the merits, but do not
affect the efficacy of the assignment. It is obvious that, apart from the fact that the petitioner can not
invoke fraud of its authorship to evade liability, the appealed decision is founded on an obligation
arising, not from fraud, but from the very contracts under which merchandise had been purchased by
Lee Guan Box Factory.
The fourth and fifth assignments of error relate to the refusal of the Court of Appeals to hold that the
writ of attachment is issued at the commencement of this action by the Court of First Instance is
illegal, and to award in favor of the petitioner damages for such wrongful attachment. For us to
sustain petitioner's contention will amount to an unauthorized reversal of the following conclusion of
fact of the Court of Appeals: "The stereotyped manner in which defendants obtained goods on credit
from the six companies, Vicente Tan's sudden disappearance, the execution of the fake sale Exhibit
7 to throw the whole responsibility upon the absent or otherwise insolvent Tan, defendant's mercurial
and unbelievable theories as to the ownership of the Modern Box Factory and Lee Guan Box
Factory — obviously adopted in a vain effort to meet or explain away the evidentiary force of
plaintiff's documentary evidence — are much too significant to permit a declaration that the
attachment was not justified."
Regarding the suggestion in petitioner's memorandum that this case should be dismissed because
of the death of Ngo Hay, it is sufficient to state that the petitioner Ngo Tian Tek and Ngo Hay is sued
as a partnership possessing a personality distinct from any of the partners.
The appealed decision is affirmed, with costs against the petitioner. So ordered.
Moran, CJ, Pablo, Perfecto, Hilado, Briones, Hontiveros, and Tuason, JJ., Concur.

5. Ang Pue & Co. vs. Sec. of Commerce and Industry, 5 SCRA 645

6. Pascual vs. Commission of Internal Revenue, 166 SCRA 560

7. Ona vs. Commissioner of Internal Revenue, 45 SCRA 74

8. Sardane vs. Court of Appeals, 167 SCRA 524

9. Kiel vs. Estate of Sabert, 46 Phil. 198

10. Agad vs. Mabolo, 23 SCRA 1223

11. Auerbach vs. Sanitary Wares, 180 SCRA 350