G.R. No. 17991; June 3, 1922
CALIXTO D. BERBARI, plaintiff-appellant, vs. ALFREDO CHICOTE, defendant-appellee.

FACTS

Plaintiff Calixto D. Berbari filed a complaint against defendant Alfredo Chicote based on two causes of action. First, he sought payment for 280 shares of stock in Compañia de Aceites de Manila, claiming a cash value plus additional amounts based on corporate resolutions. Second, he alleged the existence of a partnership between himself (as industrial partner) and Chicote (as capitalist partner) for purchasing lands and machinery for an oil factory, and sought half of the alleged profits or an accounting. The trial court dismissed the complaint. Berbari appealed, assigning errors regarding the court’s findings on the payment for his shares and the existence of the alleged partnership.

ISSUE

1. Whether Berbari agreed to accept shares of stock in The Oil Manufacturing Company as payment for his shares in Compañia de Aceites de Manila, instead of cash.
2. Whether a partnership existed between Berbari and Chicote for the purchase of lands and machinery, entitling Berbari to half of the profits.

RULING

1. Yes, Berbari agreed to accept shares in the new corporation. The Supreme Court found that the evidence, including a subscribed document (Exhibit 4) and Berbari’s subsequent acceptance of dividends and transfer of some of the new shares, showed he obligated himself to accept the shares like other signatories. His claim of a private understanding with Chicote for cash payment was not sufficiently proven.
2. No, a partnership did not exist. The only positive evidence for the partnership was Berbari’s testimony, contradicted by Chicote. Alleged documentary evidence (rough drafts and memoranda) were insufficient to prove the specific two-person partnership claimed by Berbari. The evidence did not establish the partnership’s existence.
The judgment of the trial court dismissing the complaint was affirmed.