from the appropriation of the partnership business and goodwill. An innocent partner
thus possesses pecuniary interest in every existing contract that was incomplete and in
the trade name of the co-partnership and assets at the time he was wrongfully expelled.
Petitioners appeal to the Court of Appeals[11] was dismissed, but the amount of
damages awarded by the trial court were reduced to P50,000.00 for moral damages
and P50,000.00 as exemplary damages. Their Motion for Reconsideration was denied
by the Court of Appeals for lack of merit.[12] Petitioners Belo and Marjorie Tocao are now
before this Court on a petition for review on certiorari, asserting that there was no
business partnership between them and herein private respondent Nenita A. Anay who
is, therefore, not entitled to the damages awarded to her by the Court of Appeals.
Petitioners Tocao and Belo contend that the Court of Appeals erroneously held that
a partnership existed between them and private respondent Anay because Geminesse
Enterprise came into being exactly a year before the alleged partnership was formed,
and that it was very unlikely that petitioner Belo would invest the sum of P2,500,000.00
with petitioner Tocao contributing nothing, without any memorandum whatsoever
regarding the alleged partnership.[13]
The issue of whether or not a partnership exists is a factual matter which are within
the exclusive domain of both the trial and appellate courts. This Court cannot set aside
factual findings of such courts absent any showing that there is no evidence to support
the conclusion drawn by the court a quo.[14] In this case, both the trial court and the
Court of Appeals are one in ruling that petitioners and private respondent established a
business partnership. This Court finds no reason to rule otherwise.
To be considered a juridical personality, a partnership must fulfill these requisites:
(1) two or more persons bind themselves to contribute money, property or industry to a
common fund; and (2) intention on the part of the partners to divide the profits among
themselves.[15] It may be constituted in any form; a public instrument is necessary only
where immovable property or real rights are contributed thereto. [16] This implies that
since a contract of partnership is consensual, an oral contract of partnership is as good
as a written one. Where no immovable property or real rights are involved, what matters
is that the parties have complied with the requisites of a partnership. The fact that there
appears to be no record in the Securities and Exchange Commission of a public
instrument embodying the partnership agreement pursuant to Article 1772 of the Civil
Code[17] did not cause the nullification of the partnership. The pertinent provision of the
Civil Code on the matter states:
Art. 1768. The partnership has a juridical personality separate and distinct from that of
each of the partners, even in case of failure to comply with the requirements of article
1772, first paragraph.
Petitioners admit that private respondent had the expertise to engage in the
business of distributorship of cookware. Private respondent contributed such expertise
to the partnership and hence, under the law, she was the industrial or managing
partner. It was through her reputation with the West Bend Company that the partnership
was able to open the business of distributorship of that companys cookware products; it