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Estanislao, Jr. v. Court of Appeals, G.R. No. L-49982 (1988)

The document summarizes a court case between siblings who co-owned property that was leased to Shell to operate a gas station. They agreed to jointly invest 15,000 pesos from the lease payments to start the Estanislao Shell Service Station, managed by petitioner Eligio. Though the additional agreement with Shell named Eligio as the sole dealer, the court found evidence the siblings had a partnership agreement based on testimony they shared profits and accounting, and a written authorization from Eligio to his sister allowing her to audit the "common business" books. The court ruled the additional Shell agreement did not cancel their partnership, as it only served to resolve a date discrepancy and complied with Shell's policy of a

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Rianne Santos
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136 views2 pages

Estanislao, Jr. v. Court of Appeals, G.R. No. L-49982 (1988)

The document summarizes a court case between siblings who co-owned property that was leased to Shell to operate a gas station. They agreed to jointly invest 15,000 pesos from the lease payments to start the Estanislao Shell Service Station, managed by petitioner Eligio. Though the additional agreement with Shell named Eligio as the sole dealer, the court found evidence the siblings had a partnership agreement based on testimony they shared profits and accounting, and a written authorization from Eligio to his sister allowing her to audit the "common business" books. The court ruled the additional Shell agreement did not cancel their partnership, as it only served to resolve a date discrepancy and complied with Shell's policy of a

Uploaded by

Rianne Santos
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
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G.R. No.

L-49982 April 27, 1988

ELIGIO ESTANISLAO, JR., petitioner,

vs.

THE HONORABLE COURT OF APPEALS, REMEDIOS ESTANISLAO, EMILIO and LEOCADIO SANTIAGO,
respondents.

FACTS:

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

They agreed to help their brother, petitioner herein, by allowing him to 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.

private respondents filed a complaint in the Court of First Instance of Rizal against petitioner praying
among others 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

trial court, rendered judgment dismissing the complaint

ISSUE

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.

RULING
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. 4
Petitioner gave a written authority to private respondent Remedies Estanislao, his sister, to examine and
audit the books of their "common business' aming negosyo). 5 Respondent 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.6 The
sole dealership by the petitioner and the issuance of all 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.

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