Business law - arts.
(1800’s - 1810)
Art. 1800
The partner who has been appointed manager in the articles of partnership may
execute all acts of administration despite the opposition of his partners unless he should
act in bad faith, and his power is irrevocable without just or lawful cause. The vote of
the partners representing the controlling interest shall be necessary for such revocation
of power.
A power granted after the partnership has been constituted may be revoked at any
time. (1692a)
Now, there are instances where there are two or more partners have been entrusted
with the management of the partnership without specification of their respective duties,
or without a stipulation that one of them shall not act without the consent of all the
others. In either case, as stated in Article 1801 of the Civil Code of the Philippines, each
one may separately execute all acts of administration. If any one of the partners
opposes the acts of the others, the decision of the majority shall prevail. In case of a tie,
the matter shall be decided by the partners owning the controlling interest.
On the other hand, in case it should have been stipulated that none of the managing
partners shall act without the consent of the others, the concurrence of all shall be
necessary for the validity of the acts. Also, when the management has not been agreed
upon, the following rules shall be observed:
All the partners shall be considered agents and whatever any one of them may do alone
shall bind the partnership, without prejudice to article 1801 as mentioned above.
None of the partners may, without the consent of the others, make any important
alteration in the immovable property of the partnership, even if it may be useful to the
partnership. But if the refusal of consent by the other partners is manifestly prejudicial
to the interest of the partnership, the court’s intervention may be sought.
Furthermore, partners shall render on-demand true and full information of all things
affecting the partnership to any partner or the legal representative of any deceased
partner or any partner under legal disability. In addition, every partner must account to
the partnership for any benefit, and hold as trustee for it any profits derived by him
without the consent of the other partners from any transaction connected with the
formation, conduct, or liquidation of the partnership or from any use by him of its
property.
Moreover, the capitalist partners cannot engage for their own account in any operation
which is of the kind of business in which the partnership is engaged unless there is a
stipulation to the contrary. Should a capitalist partner violate this prohibition, he shall
bring to the common funds any profits accruing to him from his transaction, and shall
personally bear all the losses.
Any capitalist partner violating this prohibition shall bring to the common funds any
profits accruing to him from his transactions, and shall personally bear all the losses.
Art. 1801
If two or more partners have been entrusted with the management of the partnership
without specification of their respective duties, or without a stipulation that one of
them shall not act without the consent of all the others, each one may separately
execute all acts of administration, but if any of them should oppose the acts of the
others, the decision of the majority shall prevail. In case of a tie, the matter shall be
decided by the partners owning the controlling interest. (1693a)
Art. 1802
In case it should have been stipulated that none of the managing partners shall act
without the consent of the others, the concurrence of all shall be necessary for the
validity of the acts, and the absence or disability of any one of them cannot be alleged
unless there is imminent danger of grave or irreparable injury to the partnership. (1694)
Art. 1803
When the manner of management has not been agreed upon, the following rules shall
be observed:
(1) All the partners shall be considered agents and whatever any one of them may do
alone shall bind the partnership, without prejudice to the provisions of Article 1801.
(2) None of the partners may, without the consent of the others, make any important
alteration in the immovable property of the partnership, even if it may be useful to the
partnership. But if the refusal of consent by the other partners is manifestly prejudicial
to the interest of the partnership, the court's intervention may be sought. (1695a)
Art. 1804
Every partner may associate another person with him in his share, but the association
shall not be admitted into the partnership without the consent of all the other partners,
even if the partner having an associate should be a manager. (1696)
Art. 1805
The partnership books shall be kept, subject to any agreement between the partners, at
the principal place of business of the partnership, and every partner shall at any
reasonable hour have access to and may inspect and copy any of them.
Art. 1806
Partners shall render-demanded true and full information of all things affecting the
partnership to any partner or the legal representative of any deceased partner or any
partner under legal disability.
Art. 1807
Every partner must account to the partnership for any benefit, and hold as trustee for it
any profits derived by him without the consent of the other partners from any
transaction connected with the formation, conduct, or liquidation of the partnership or
from any use by him of its property.
Art. 1808
The capitalist partners cannot engage for their account in any operation which is of the
kind of business in which the partnership is engaged unless there is a stipulation to the
contrary.
Any capitalist partner violating this prohibition shall bring to the common funds any
profits accruing to him from his transactions, and shall personally bear all the losses.
Art. 1809
Any partner shall have the right to a formal account as to partnership affairs:
(1) If he is wrongfully excluded from the partnership business or possession of its property
by his co-partners;
(2) If the right exists under the terms of any agreement;
(3) As provided by article 1807;
(4) Whenever other circumstances render it just and reasonable. (n)
SECTION 2. - Property Rights of a Partner
Art. 1810
The property rights of a partner are:
(1) His rights in specific partnership property
(2) His interest in the partnership; and
(3) His right to participate in the management.
