Partnership
Information Technology v. COMELEC, G.R. No. 159139, January 13, 2004
FACTS:
On January 24, 2003, President Gloria Macapagal-Arroyo issued Executive Order No. 172, which
allocated the sum of P2.5 billion to fund the automated election system (AES) for the May 10, 2004
elections. Upon the request of Comelec, she authorized the release of an additional P500 million.
On May 29, 2003, five individuals and entities (including the herein Petitioners Information
Technology Foundation of the Philippines, represented by its president, Alfredo M. Torres; and Ma.
Corazon Akol) wrote a letter to Comelec Chairman Benjamin Abalos Sr. They protested the award of the
Contract to Respondent MPC "due to glaring irregularities in the manner in which the bidding process
had been conducted." Citing therein the noncompliance with eligibility as well as technical and
procedural requirements (many of which have been discussed at length in the Petition), they sought a rebidding.
In a letter-reply dated June 6, 2003, the Comelec chairman -- speaking through Atty. Jaime Paz,
his head executive assistant -- rejected the protest and declared that the award "would stand up to the
strictest scrutiny."
ISSUE:
Whether the enforcement of liabilities under the Civil Code is possible
RULING:
NO. In any event, it is claimed that Comelec may still enforce the liability of the "consortium"
members under the Civil Code provisions on partnership, reasoning that MPEI et al. represented
themselves as partners and members of MPC for purposes of bidding for the Project. They are,
therefore, liable to the Comelec to the extent that the latter relied upon such representation. Their
liability as partners is solidary with respect to everything chargeable to the partnership under certain
conditions.
The Court has two points to make with respect to this argument. First, it must be recalled that SK
C&C, WeSolv, Election.com and ePLDT never represented themselves as partners and members of MPC,
whether for purposes of bidding or for something else. It was MPEI alone that represented them to be
members of a "consortium" it supposedly headed. Thus, its acts may not necessarily be held against the
other "members."
Second, this argument of the OSG in its Memorandum might possibly apply in the absence of a
joint venture agreement or some other writing that discloses the relationship of the "members" with
one another. But precisely, this case does not deal with a situation in which there is nothing in writing to
serve as reference, leaving Comelec to rely on mere representations and therefore justifying a falling
back on the rules on partnership. For, again, the terms and stipulations of the MOAs entered into by
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Partnership
MPEI with SK C&C and WeSolv, as well as the Teaming Agreements of MPEI with Election.com and ePLDT
(copies of which have been furnished the Comelec) are very clear with respect to the extent and the
limitations of the firms’ respective liabilities.
In the case of WeSolv and SK C&C, their MOAs state that their liabilities, while joint and several
with MPEI, are limited only to the particular areas of work wherein their services are engaged or their
products utilized. As for Election.com and ePLDT, their separate "Teaming Agreements" specifically
ascribe to them the role of subcontractor vis-à-vis MPEI as contractor and, based on the terms of their
particular agreements, neither Election.com nor ePLDT is, with MPEI, jointly and severally liable to
Comelec. It follows then that in the instant case, there is no justification for anyone, much less Comelec,
to resort to the rules on partnership and partners’ liabilities.
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