Below is a comprehensive discussion of legal remedies and considerations pertaining to a partnership without a written agreement under Philippine law. This overview draws primarily from the Civil Code of the Philippines (especially Articles 1767 to 1837) and relevant Supreme Court jurisprudence.

1. Basic Concepts and Formation of a Partnership

1.1 Definition of a Partnership

Article 1767 of the Civil Code defines a partnership as:

"By the contract of partnership two or more persons bind themselves to contribute money, property, or industry to a common fund, with the intention of dividing the profits among themselves."

Even without a formal written contract, once these essential elements exist, the relationship can be deemed a partnership. Philippine jurisprudence has consistently recognized de facto partnerships—partnerships proven by conduct and factual circumstances rather than a formal written instrument.

1.2 Essential Elements

Regardless of form, the following elements must be present:

Consent and mutual agreement among the parties;
Contribution of money, property, or industry to a common fund;
Intent to divide profits and losses proportionately.

The intention to form a partnership is usually implied if parties show joint contributions and a sharing of profits (and usually, of losses, unless specifically agreed otherwise).

1.3 Formalities vs. Existence

Formal Registration: While partnerships with a capital of more than ₱3,000 are required under the Civil Code (Article 1772) to appear in a public instrument and be registered with the Securities and Exchange Commission (SEC), failure to comply with these formalities does not automatically invalidate the partnership among the partners themselves. It may affect enforceability against third parties and certain aspects of the partnership’s separate juridical personality, but it does not necessarily negate its existence.
Lack of a Written Agreement: A partnership can exist merely by the conduct of the parties and the fulfillment of the above elements, even if no written agreement was executed.

2. Proving the Existence of a Partnership Without a Written Agreement

2.1 Evidentiary Issues

When no formal document exists, the existence (or non-existence) of a partnership often becomes a question of fact. Courts look into:

Contributions (whether in money, property, or services/industry) made by the parties.
Profit-sharing arrangements, as evidenced by distributions or records.
Declarations made by the parties in written communications, emails, text messages, or oral statements.
Conduct that shows they operated under a common business name or shared control over business operations.

2.2 Relevant Jurisprudence

Philippine Supreme Court decisions (e.g., Heirs of Tan Eng Kee v. Court of Appeals) underscore that sharing in gross returns alone is not conclusive proof of a partnership; rather, a partner must have a stake in the profits or losses. The totality of evidence—financial records, testimonies, business documents—often determines whether a partnership truly exists.

3. Obligations and Liabilities Among Partners

3.1 Fiduciary Duties

Partners owe one another the duty of loyalty and good faith. Article 1770 of the Civil Code underscores that partnerships are based on mutual confidence. Partners must:

Account to the firm for any benefit derived from the use of its property, name, or connections.
Avoid engaging in competing ventures against the partnership’s best interest.
Disclose to co-partners all material facts related to the business.

3.2 Liability to Third Parties

Even without a written agreement, once a partnership is established in fact:

Each partner can bind the partnership in transactions within the scope of the business, subject to the usual limitations under the law (Articles 1818–1822).
Partners may be held solidarily liable with the partnership for obligations contracted under the name of the partnership, depending on the circumstances (especially for tortious or quasi-delictual liability under Article 1822).

4. Common Legal Remedies When No Written Partnership Agreement Exists

When disputes arise in an unwritten partnership, parties typically resort to the following legal remedies:

4.1 Action for Declaration of Existence (or Non-Existence) of a Partnership

If one party denies that a partnership exists (often to avoid liabilities or obligations), the other party may file a civil action to judicially declare that a partnership indeed exists. Conversely, a party can also seek a judicial declaration that no partnership was ever formed.

4.2 Dissolution of the Partnership

Once a court confirms that a partnership exists, or if there is an irreconcilable conflict among partners, a dissolution action can be instituted. Grounds for dissolution (Article 1830) include:

Expiration of the partnership term (if any) or completion of the venture.
Mutual agreement of all partners.
Death, insolvency, or incapacity of a partner, if it renders the partnership untenable.
Any event that makes it unlawful for the business to continue.

4.3 Accounting and Liquidation

Upon dissolution, partners have the right to an accounting and liquidation of partnership assets:

Accounting determines the share of each partner in the profits or losses, based on their contributions, distributions taken, and any liabilities they have incurred on behalf of the partnership.
Liquidation entails marshaling and selling the partnership assets, paying off liabilities, and distributing whatever remains among the partners. If a partner has advanced more funds or property than another, that partner may be credited accordingly.

4.4 Specific Performance or Damages

If a partner has breached fiduciary duties or contractual obligations:

An action for specific performance might be filed if the partnership’s business can continue despite the breach, and a court order is needed to compel the breaching partner to fulfill an obligation.
An action for damages can be pursued if a partner’s breach caused harm to the partnership or to the other partners individually.

4.5 Judicial Intervention in Management Disputes

When there is a deadlock in management or a serious conflict among partners (especially in an unwritten setup where roles are not clearly spelled out), a court can be asked to:

Appoint a receiver to safeguard assets during litigation (Article 1836).
Determine respective rights and obligations on a provisional basis, pending final resolution or dissolution.

5. Practical Considerations for Unwritten Partnerships

Evidence Preservation: In a dispute, proving the existence of a partnership without a written agreement largely depends on documentary evidence (bank records, invoices, receipts, text messages, emails, and other communications) and witness testimony. Keeping good records is critical.
SEC Registration and Public Instrument: Even though the lack of formal registration does not negate the partnership among the partners themselves, registering with the SEC and executing a public instrument can minimize disputes and clarify responsibilities.
Risk of Personal Liability: Without the protections offered by registering a formal partnership or another business entity, the partners may expose themselves to greater personal liability.
Tax Compliance: Partners in an unregistered partnership may face complications regarding taxes, bookkeeping, and regulatory compliance.
Exit Strategies: In the absence of a written agreement, there is frequently no clear mechanism for a partner who wishes to withdraw or for continuing the business in case of a partner’s death. This often leads to disputes that require judicial intervention.

6. Summary and Recommendations

A partnership can exist even in the absence of a written agreement if the essential elements under Philippine law are fulfilled.
Legal remedies for disputes in such an unwritten partnership typically include (1) an action for declaration of partnership, (2) dissolution, (3) accounting and liquidation, and (4) claims for damages or specific performance.
Proving a partnership’s existence relies on evidence of mutual contributions, profit-sharing arrangements, and shared control of the business.
Fiduciary duties remain strictly imposed on partners, including the duty to account for benefits and avoid conflicts of interest.
Formalizing the arrangement via a written partnership agreement and SEC registration is strongly advisable to minimize legal uncertainties, clarify management roles, and provide a roadmap for dispute resolution or partner withdrawal.

In all cases, partners who find themselves in a dispute—especially when there is no written agreement—are well-advised to seek professional legal counsel. An attorney will help navigate the complexities of partnership law, gather the requisite evidence, and pursue appropriate remedies, whether that is continuing the business under clarified terms or dissolving the partnership and dividing its assets.