GR. No. 185592 June 15, 2015GEORGE C. FONG, Petitioner,vs. JOSE V. DUEÑAS, Respondent.Facts:Sometime in November 1996, Dueñas and Fong entered into a verbal joint venture contract toengage in food business and to incorporate a holding company under the name AllianceHoldings, Inc.They agreed that Fong would contribute (₱32.5 Million in cash while Dueñas would contributeall his Danton and Bakcom shares which he valued at₱32.5 Million. Fong required Dueñas tosubmit the financial documents supporting the valuation of these shares.Fong started remitting in tranches his share but later on sent a letter to Dueñas informing him ofhis decision to limit his total contribution from₱32.5 Million to₱5 Million. When the proposedcompany remained unincorporated by October 30, 1997, Fong cancelled the joint ventureagreement and demanded the return of his₱5 Million contribution. Dueñas could notimmediately return the₱5 Million since he had invested it in his two companies, not in Alliance.