Realubit v. Jaso
REITERATIONFacts
The Antecedents: Josefina Realubit (Josefina) entered into a Joint Venture Agreement with Francis Eric Amaury Biondo (Biondo) for an ice manufacturing business, with Josefina as industrial partner and Biondo as capitalist partner. Biondo later executed a Deed of Assignment dated June 27, 1997, transferring all his rights and interests in the business to Eden Jaso (Eden) for ₱500,000.00. After Biondo's departure from the country, the Spouses Jaso informed Josefina of their acquisition and demanded an accounting and remittance of profits. Josefina failed to heed the demand. Procedural History: The Spouses Jaso filed a complaint against the Spouses Realubit for specific performance, accounting, dissolution of the joint venture, and damages. The Regional Trial Court (RTC) ordered the defendants to submit a complete accounting and inventory, allow access to books, deliver profits, and pay moral damages. On appeal, the Court of Appeals (CA) set aside the RTC decision, ordering the dissolution of the joint venture between Josefina and Biondo, and subsequent accounting and liquidation. The CA found that while the Spouses Jaso validly acquired Biondo's share, Eden could not be considered a partner without Josefina's knowledge and consent, and thus could not interfere in management or demand an accounting until dissolution. The CA also ruled against the award of moral damages. The Petition: The Spouses Realubit filed a petition for review, questioning the validity of the assignment of rights, the order for Josefina to render an accounting to a non-partner, and the Spouses Jaso's rights in the joint venture.
Issue(s)
Whether there was a valid assignment of rights to the joint venture. Whether the Court may order a partner to render an accounting to one who is not a partner in said joint venture. Whether the private respondents have any right in the joint venture and in the separate ice business of the petitioners.
Ruling
The petition is denied for lack of merit, and the assailed Court of Appeals Decision dated April 30, 2007, is affirmed in toto.
Ratio Decidendi
On the validity of the assignment of rights to the joint venture: The Court held that documents acknowledged before notaries public are public documents, enjoying a presumption of regularity and are prima facie evidence of the facts stated therein. The party assailing the authenticity and due execution of such a notarized document must present clear, convincing, and more than merely preponderant evidence. The Spouses Realubit failed to discharge this onus. Furthermore, Biondo's duly authenticated certification dated November 17, 1998, confirmed the transfer of his interest in the business in favor of Eden, debunking the claim of forgery. On whether the Court may order a partner to render an accounting to one who is not a partner in said joint venture: The Court reiterated the principle that a conveyance by a partner of his whole interest in the partnership does not, in itself, dissolve the partnership. It does not entitle the assignee, during the continuance of the partnership, to interfere in the management or require an accounting of partnership transactions. The assignee is merely entitled to receive the profits to which the assigning partner would otherwise be entitled. While the CA correctly ruled that the Spouses Jaso are entitled to Biondo's share in the profits, Eden did not become a partner and could not demand an accounting until dissolution. On whether the private respondents have any right in the joint venture and in the separate ice business of the petitioners: The Court affirmed the CA's finding that the Spouses Jaso validly acquired Biondo's share in the business, which had been transferred and continued its operations. The CA correctly granted Eden's prayer for the dissolution of the joint venture, conformably with the right granted to the purchaser of a partner's interest under Article 1831 of the Civil Code. The Court also noted that questions of fact, such as the supposed dissolution of the joint venture and the nature of the business at the specific address, are not proper subjects of an appeal by certiorari under Rule 45, as this mode of appeal is confined to questions of law. The findings of fact of the CA are binding and conclusive upon the Supreme Court, absent any of the recognized exceptions, none of which were present in this case.
Main Doctrine
A conveyance by a partner of his whole interest in the partnership does not itself dissolve the partnership, nor, in the absence of agreement, entitle the assignee to interfere in the management or require an accounting during the partnership's continuance; it merely entitles the assignee to receive the profits to which the assigning partner would otherwise be entitled. However, in case of fraud, the assignee may avail of usual remedies. In case of dissolution, the assignee is entitled to the assignor's interest and may require an account from the date of the last agreed account.