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Republic of the Philippines

SECOND DIVISION

G.R. No. 178782 September 21, 2011

JOSEFINA P. REALUBIT, Petitioner,

DECISION

PEREZ, J.:

The validity as well as the consequences of an assignment of rights in a joint venture are at issue in this petition for
review filed pursuant to Rule 45 of the 1997 Rules of Civil Procedure,1 assailing the 30 April 2007 Decision2
rendered by the Court of Appeals’ (CA) then Twelfth Division in CA-G.R. CV No. 73861,3 the dispositive portion of
which states:

WHEREFORE, the Decision appealed from is SET ASIDE and we order the dissolution of the joint venture between
defendant-appellant Josefina Realubit and Francis Eric Amaury Biondo and the subsequent conduct of accounting,
liquidation of assets and division of shares of the joint venture business.

Let a copy hereof and the records of the case be remanded to the trial court for appropriate proceedings.4

The Facts

On 17 March 1994, petitioner Josefina Realubit (Josefina) entered into a Joint Venture Agreement with Francis Eric
Amaury Biondo (Biondo), a French national, for the operation of an ice manufacturing business. With Josefina as
the industrial partner and Biondo as the capitalist partner, the parties agreed that they would each receive 40% of
the net profit, with the remaining 20% to be used for the payment of the ice making machine which was purchased
for the business.5 For and in consideration of the sum of ₱500,000.00, however, Biondo subsequently executed a
Deed of Assignment dated 27 June 1997, transferring all his rights and interests in the business in favor of
respondent Eden Jaso (Eden), the wife of respondent Prosencio Jaso.6 With Biondo’s eventual departure from the
country, the Spouses Jaso caused their lawyer to send Josefina a letter dated 19 February 1998, apprising her of
their acquisition of said Frenchman’s share in the business and formally demanding an accounting and inventory
thereof as well as the remittance of their portion of its profits.7

Faulting Josefina with unjustified failure to heed their demand, the Spouses Jaso commenced the instant suit with
the filing of their 3 August 1998 Complaint against Josefina, her husband, Ike Realubit (Ike), and their alleged
dummies, for specific performance, accounting, examination, audit and inventory of assets and properties,
dissolution of the joint venture, appointment of a receiver and damages. Docketed as Civil Case No. 98-0331 before
respondent Branch 257 of the Regional Trial Court (RTC) of Parañaque City, said complaint alleged, among other
matters, that the Spouses Realubit had no gainful occupation or business prior to their joint venture with Biondo; that
with the income of the business which earned not less than ₱3,000.00 per day, they were, however, able to acquire
the two-storey building as well as the land on which the joint venture’s ice plant stands, another building which they
used as their office and/or residence and six (6) delivery vans; and, that aside from appropriating for themselves the
income of the business, the Spouses Realubit have fraudulently concealed the funds and assets thereof thru their
relatives, associates or dummies.8

Served with summons, the Spouses Realubit filed their Answer dated 21 October 1998, specifically denying the
material allegations of the foregoing complaint. Claiming that they have been engaged in the tube ice trading
business under a single proprietorship even before their dealings with Biondo, the Spouses Realubit, in turn,
averred that their said business partner had left the country in May 1997 and could not have executed the Deed of
Assignment which bears a signature markedly different from that which he affixed on their Joint Venture Agreement;
that they refused the Spouses Jaso’s demand in view of the dubious circumstances surrounding their acquisition of
Biondo’s share in the business which was established at Don Antonio Heights, Commonwealth Avenue, Quezon
City; that said business had already stopped operations on 13 January 1996 when its plant shut down after its
power supply was disconnected by MERALCO for non-payment of utility bills; and, that it was their own tube ice
trading business which had been moved to 66-C Cenacle Drive, Sanville Subdivision, Project 6, Quezon City that
the Spouses Jaso mistook for the ice manufacturing business established in partnership with Biondo.9

The issues thus joined and the mandatory pre-trial conference subsequently terminated, the RTC went on to try the
case on its merits and, thereafter, to render its Decision dated 17 September 2001, discounting the existence of
sufficient evidence from which the income, assets and the supposed dissolution of the joint venture can be
adequately reckoned. Upon the finding, however, that the Spouses Jaso had been nevertheless subrogated to
Biondo’s rights in the business in view of their valid acquisition of the latter’s share as capitalist partner,10 the RTC
disposed of the case in the following wise:

WHEREFORE, defendants are ordered to submit to plaintiffs a complete accounting and inventory of the assets and
liabilities of the joint venture from its inception to the present, to allow plaintiffs access to the books and accounting
records of the joint venture, to deliver to plaintiffs their share in the profits, if any, and to pay the plaintiffs the amount
of ₱20,000. for moral damages. The claims for exemplary damages and attorney’s fees are denied for lack of
basis.11

On appeal before the CA, the foregoing decision was set aside in the herein assailed Decision dated 30 April 2007,
upon the following findings and conclusions: (a) the Spouses Jaso validly acquired Biondo’s share in the business
which had been transferred to and continued its operations at 66-C Cenacle Drive, Sanville Subdivision, Project 6,
Quezon City and not dissolved as claimed by the Spouses Realubit; (b) absent showing of Josefina’s knowledge
and consent to the transfer of Biondo’s share, Eden cannot be considered as a partner in the business, pursuant to
Article 1813 of the Civil Code of the Philippines; (c) while entitled to Biondo’s share in the profits of the business,
Eden cannot, however, interfere with the management of the partnership, require information or account of its
transactions and inspect its books; (d) the partnership should first be dissolved before Eden can seek an accounting
of its transactions and demand Biondo’s share in the business; and, (e) the evidence adduced before the RTC do
not support the award of moral damages in favor of the Spouses Jaso.12

The Spouses Realubit’s motion for reconsideration of the foregoing decision was denied for lack of merit in the CA’s
28 June 2007 Resolution,13 hence, this petition.

The Issues

The Spouses Realubit urge the reversal of the assailed decision upon the negative of the following issues, to wit:

A. WHETHER OR NOT THERE WAS A VALID ASSIGNMENT OF RIGHTS TO THE JOINT VENTURE.

B. WHETHER THE COURT MAY ORDER PETITIONER [JOSEFINA REALUBIT] AS PARTNER IN THE
JOINT VENTURE TO RENDER [A]N ACCOUNTING TO ONE WHO IS NOT A PARTNER IN SAID JOINT
VENTURE.

C. WHETHER PRIVATE RESPONDENTS [SPOUSES JASO] HAVE ANY RIGHT IN THE JOINT VENTURE
AND IN THE SEPARATE ICE BUSINESS OF PETITIONER[S].14

The Court’s Ruling

We find the petition bereft of merit.

The Spouses Realubit argue that, in upholding its validity, both the RTC and the CA inordinately gave premium to
the notarization of the 27 June 1997 Deed of Assignment executed by Biondo in favor of the Spouses Jaso. Calling
attention to the latter’s failure to present before the RTC said assignor or, at the very least, the witnesses to said
document, the Spouses Realubit maintain that the testimony of Rolando Diaz, the Notary Public before whom the
same was acknowledged, did not suffice to establish its authenticity and/or validity. They insist that notarization did
not automatically and conclusively confer validity on said deed, since it is still entirely possible that Biondo did not
execute said deed or, for that matter, appear before said notary public.15 The dearth of merit in the Spouses
Realubit’s position is, however, immediately evident from the settled rule that documents acknowledged before
notaries public are public documents which are admissible in evidence without necessity of preliminary proof as to
their authenticity and due execution.16

It cannot be gainsaid that, as a public document, the Deed of Assignment Biondo executed in favor of Eden not only
enjoys a presumption of regularity17 but is also considered prima facie evidence of the facts therein stated.18 A
party assailing the authenticity and due execution of a notarized document is, consequently, required to present
evidence that is clear, convincing and more than merely preponderant.19 In view of the Spouses Realubit’s failure to
discharge this onus, we find that both the RTC and the CA correctly upheld the authenticity and validity of said Deed
of Assignment upon the combined strength of the above-discussed disputable presumptions and the testimonies
elicited from Eden20 and Notary Public Rolando Diaz.21 As for the Spouses’ Realubit’s bare assertion that Biondo’s
signature on the same document appears to be forged, suffice it to say that, like fraud,22 forgery is never presumed
and must likewise be proved by clear and convincing evidence by the party alleging the same.23 Aside from not
being borne out by a comparison of Biondo’s signatures on the Joint Venture Agreement24 and the Deed of
Assignment,25 said forgery is, moreover debunked by Biondo’s duly authenticated certification dated 17 November
1998, confirming the transfer of his interest in the business in favor of Eden.26

Generally understood to mean an organization formed for some temporary purpose, a joint venture is likened to a
particular partnership or one which "has for its object determinate things, their use or fruits, or a specific
undertaking, or the exercise of a profession or vocation."27 The rule is settled that joint ventures are governed by
the law on partnerships28 which are, in turn, based on mutual agency or delectus personae.29 Insofar as a partner’s
conveyance of the entirety of his interest in the partnership is concerned, Article 1813 of the Civil Code provides as
follows:

Art. 1813. A conveyance by a partner of his whole interest in the partnership does not itself dissolve the partnership,
or, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the
partnership, to interfere in the management or administration of the partnership business or affairs, or to require any
information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the
assignee to receive in accordance with his contracts the profits to which the assigning partners would otherwise be
entitled. However, in case of fraud in the management of the partnership, the assignee may avail himself of the
usual remedies.

In the case of a dissolution of the partnership, the assignee is entitled to receive his assignor’s interest and may
require an account from the date only of the last account agreed to by all the partners.

From the foregoing provision, it is evident that "(t)he transfer by a partner of his partnership interest does not make
the assignee of such interest a partner of the firm, nor entitle the assignee to interfere in the management of the
partnership business or to receive anything except the assignee’s profits. The assignment does not purport to
transfer an interest in the partnership, but only a future contingent right to a portion of the ultimate residue as the
assignor may become entitled to receive by virtue of his proportionate interest in the capital."30 Since a partner’s
interest in the partnership includes his share in the profits,31 we find that the CA committed no reversible error in
ruling that the Spouses Jaso are entitled to Biondo’s share in the profits, despite Juanita’s lack of consent to the
assignment of said Frenchman’s interest in the joint venture. Although Eden did not, moreover, become a partner as
a consequence of the assignment and/or acquire the right to require an accounting of the partnership business, the
CA correctly granted her prayer for 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.32 1âwphi1

Considering that they involve questions of fact, neither are we inclined to hospitably entertain the Spouses
Realubit’s insistence on the supposed fact that Josefina’s joint venture with Biondo had already been dissolved and
that the ice manufacturing business at 66-C Cenacle Drive, Sanville Subdivision, Project 6, Quezon City was merely
a continuation of the same business they previously operated under a single proprietorship. It is well-entrenched
doctrine that questions of fact are not proper subjects of appeal by certiorari under Rule 45 of the Rules of Court as
this mode of appeal is confined to questions of law.33 Upon the principle that this Court is not a trier of facts, we are
not duty bound to examine the evidence introduced by the parties below to determine if the trial and the appellate
courts correctly assessed and evaluated the evidence on record.34 Absent showing that the factual findings
complained of are devoid of support by the evidence on record or the assailed judgment is based on
misapprehension of facts, the Court will limit itself to reviewing only errors of law.35

Based on the evidence on record, moreover, both the RTC36 and the CA37 ruled out the dissolution of the joint
venture and concluded that the ice manufacturing business at the aforesaid address was the same one established
by Juanita and Biondo. As a rule, findings of fact of the CA are binding and conclusive upon this Court,38 and will
not be reviewed or disturbed on appeal39 unless the case falls under any of the following recognized exceptions: (1)
when the conclusion is a finding grounded entirely on speculation, surmises and conjectures; (2) when the inference
made is manifestly mistaken, absurd or impossible; (3) where there is a grave abuse of discretion; (4) when the
judgment is based on a misapprehension of facts; (5) when the findings of fact are conflicting; (6) when the CA, in
making its findings, went beyond the issues of the case and the same is contrary to the admissions of both appellant
and appellee; (7) when the findings are contrary to those of the trial court; (8) when the findings of fact are
conclusions without citation of specific evidence on which they are based; (9) when the facts set forth in the petition
as well as in the petitioners' main and reply briefs are not disputed by the respondents; and, (10) when the findings
of fact of the CA are premised on the supposed absence of evidence and contradicted by the evidence on record.40
Unfortunately for the Spouses Realubit’s cause, not one of the foregoing exceptions applies to the case.

WHEREFORE, the petition is DENIED for lack of merit and the assailed CA Decision dated 30 April 2007 is,
accordingly, AFFIRMED in toto.

SO ORDERED.

JOSE PORTUGAL PEREZ

WE CONCUR:

PRESBITERO J. VELASCO, JR.*

ROBERTO A. ABAD***
ARTURO D. BRION**
Associate Justice
Associate Justice
Acting Chairperson

MARIA LOURDES P. A. SERENO

ATTE STATI O N

I attest that the conclusions in the above Decision were reached in consultation before the case was assigned to the
writer of the opinion of the Court’s Division.

ARTURO D. BRION
Associate Justice
Acting Chairperson, Second Division

C E RTI F I CATI O N

Pursuant to Section 13, Article VIII of the Constitution, and the Division Chairperson’s Attestation, it is hereby
certified that the conclusions in the above Decision were reached in consultation before the case was assigned to
the writer of the opinion of the Court’s Division.

RENATO C. CORONA
Chief Justice

Footnotes
*
Associate Justice Presbitero J. Velasco, Jr. is designated Additional Member as per Special Order No. 1084
dated 13 September 2011.
**
Associate Justice Arturo D. Brion is designated as Acting Chairperson per Special Order No. 1083 dated 13
September 2011.
***
Associate Justice Roberto A. Abad is designated Additional Member per Raffle dated 19 September 2011.

1 Rollo, pp. 8-17, Realubit’s 9 August 2007 Petition.

2
Penned by Justice Apolinario D. Bruselas, Jr. and concurred in by Justices Bienvenido L. Reyes and Aurora
Santiago-Lagman

3 Record, CA-G.R. CV No. 178782, CA’s 30 April 2007 Decision, pp. 124-134.

4 Id. at 133.

5
Exhibits "B" and "1," record, Civil Case No. 98-0331, 17 March 1994 Joint Venture Agreement, p. 210.
6 Exhibits "A" and "2," 27 June 1997 Deed of Assignment, id. at 207.
7 Exhibit "C," 19 February 1998 Demand Letter, id. at 211.

8
Spouses Jaso’s 3 August 1998 Complaint, id. at 2-7.
9 Spouses Realubit’s 21 October 1998 Answer, id. at 24-32.

10 RTC’s 17 September 2001 Decision, id at 427-431.

11
Id. at 431.
12 CA rollo, CA-G.R. C.V. No. 73861, CA’s 30 April 2007 Decision, pp. 124-134.

13 Id. at 177-178.

14
Rollo, pp. 11-13.
15 Id. at 131-133.

16 Cavile v. Heirs of Clarita Cavile, 448 Phil. 302, 315 (2003).

17
Potenciano v. Reynoso, 449 Phil. 396, 408 (2003).
18 Spouses Caoili v. Court of Appeals, 373 Phil. 122, 139 (1999).

19 Manongsong v. Estimo, 452 Phil. 862, 877-878 (2003).

20
TSN, 22 September 1999, pp. 3-5.
21 TSN, 12 January 2000, pp. 4-8.

22 Maestrado v. Court of Appeals, 384 Phil. 418, 435 (2000).

23
Aloria v. Clemente, 518 Phil. 764, 776 (2006).
24 Exhibit "1-A," record, Civil Case No. 98-0331, p. 210.

25
Exhibits "A-3" and "2-A," id. at 207.
26 Exhibit "D-1," id. at 215.

27 Art. 1783, Civil Code of the Philippines.

28
Heirs of Tan Eng Kee v. Court of Appeals, 396 Phil. 68, 80-81(2000).
29 Tocao v. Court of Appeals, 396 Phil. 166, 184 (2000).

30 Tolentino, Civil Code of the Philippines, 1959 ed., Vol. V, pp. 297-298.

31
Art. 1812, Civil Code of the Philippines.
32 Art. 1831. On application by or for a partner, the court shall decree a dissolution x x x

xxx

On the application of the purchaser of a partner’s interest under Article 1813 or 1814:

(1) After the termination of the specified term or particular undertaking;

(2) At any time if the partnership was a partnership at will when the interest was assigned or when the
charging order was issued.

33 Goyena v. Ledesma-Gustilo, 443 Phil. 150, 158 (2003).

35
Tsai v. Court of Appeals, 418 Phil. 606, 617 (2001).
36 Record, Civil Case No. 98-0331, p. 430.

37 Record, CA-G.R. CV No. 73861, pp. 163-164.

38
Spouses Batingal v. Court of Appeals, 403 Phil. 780, 788 (2001)
39 Bank of the Phil. Islands v. Leobrera, 461 Phil. 461, 465 (2003).

40 Spouses Sevilla v. Court of Appeals, G.R. No. 150284, 22 November 2010, 635 SCRA 508, 514-515.

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