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JOSE MIGUEL ANTON v. SPS. ERNESTO OLIVA

FACTS:

The case of Jose Miguel Anton v. Spouses Ernesto and Corazon Oliva involves an action for accounting and specific performance with damages. In this case, the Olivas filed a lawsuit against the Antons, claiming that they had entered into three Memoranda of Agreement (MOA) with the Antons to establish a business partnership for three fast food stores called "Pinoy Toppings" in various SM malls. According to the MOAs, the Olivas were entitled to a share of the net profits from these stores. However, the Olivas alleged that the Antons failed to give them their share of the net profits from the SM Cubao store and eventually stopped giving them their share altogether. The Olivas requested an accounting of the partnership funds, but the Antons terminated the partnership agreements instead. On the other hand, the Antons argued that they did not form any partnership with the Olivas but merely borrowed money from them to finance the opening of the stores. They claimed that they had already remitted the amounts due to the Olivas even after the loans had been fully paid, and if an accounting was necessary, it should only be to confirm the correctness of these payments.

ISSUES:

  1. Whether or not a partnership existed between the parties based on the Memoranda of Agreement (MOA) they entered into

  2. Whether or not the Antons are obligated to give their share in the net profits of the SM Cubao store to the Olivas

  3. Whether or not Jose Miguel is obliged to render an account of the operations of the three stores

RULING:

  1. The Supreme Court declared that no partnership existed between the parties based on the MOAs. The terms of the agreement do not establish a relationship of partnership, but rather a loan agreement. Therefore, the Antons are not bound by a partnership obligation.

  2. Since no partnership exists, the Antons are not obligated to give their share in the net profits of the SM Cubao store to the Olivas.

  3. Jose Miguel is not obliged to render an account of the operations of the three stores, as there was no partnership and thus no fiduciary relationship that requires him to do so.

PRINCIPLES:

  • The existence of a partnership requires the presence of a mutual contribution and a joint interest in the profits (Asiatrust Development Bank v. Filwriters Guaranty Assurance Corporation, 709 Phil. 493, 502-503).

  • The intention of the parties is important in determining whether a partnership has been established (Matienzo v. Apostol, 330 Phil. 607, 615).

  • A loan agreement is different from a partnership agreement, and the terms of the agreement should be interpreted accordingly (Supervisor Development Corporation v. Jalandoni, 454 Phil. 868, 876-877).