CHAPTER 2: OBLIGATIONS OF THE PARTNERS However, in case of fraud in the management of the

SECTION 2 partnership, the assignee may avail himself of the usual

Property Rights of a Partner remedies.
Article 1810. The property rights of a partner are: In case of a dissolution of the partnership, the assignee is
- (1) His rights in specific partnership property; entitled to receive his assignor’s interest and may require
- (2) His interest in the partnership; and an account from the date only of the last account agreed
- (3) His right to participate in the management to by all the partners. (n)
(n)
Article 1814. Without prejudice to the preferred rights
Article 1811. A partner is co-owner with his partners of of partnership creditors under article 1827, on due
specific partnership property. The incidents of this co- application to a competent court by any judgment
ownership are such that: creditor of a partner, the court which entered the
- (1) A partner, subject to the provisions of this judgment, or any other court, may charge the interest of
Title and to any agreement between the the debtor partner with payment of the unsatisfied
partners, has an equal right with his partners to amount of such judgment debt with interest thereon; and
possess specific partnership property for may then or later appoint a receiver of his share of the
partnership purposes; but he has no right to profits, and of any other money due or to fall due to him
possess such property for any other purpose in respect of the partnership, and make all other orders,
without the consent of his partners; directions, accounts and inquiries which the debtor
- (2) A partner’s right in specific partnership partner might have made, or which the circumstances of
property is not assignable except in connection the case may require.
with the assignment of rights of all the partners The interest charged may be redeemed at any time
in the same property; before foreclosure, or in case of a sale being directed by
- (3) A partner’s right in specific partnership the court, may be purchased without thereby causing a
property is not subject to attachment or dissolution:
execution, except on a claim against the - (1) With separate property, by any one or more
partnership. When partnership property is of the partners; or
attached for a partnership debt the partners, or - (2) With partnership property, by any one or
any of them, or the representatives of a more of the partners with the consent of all the
deceased partner, cannot claim any right under partners whose interests are not so charged or
the homestead or exemption laws; sold.
- (4) A partner’s right in specific partnership Nothing in this Title shall be held to deprive a partner of
property is not subject to legal support under his right, if any, under the exemption laws, as regards his
article 291. (n) interest in the partnership. (n)

Article 1812. A partner’s interest in the partnership is

his share of the profits and surplus. (n)
SECTION 3
Article 1813. A conveyance by a partner of his whole Obligations of the Partners with Regard to Third
interest in the partnership does not of itself dissolve the Persons
partnership, or, as against the other partners in the Article 1815. Every partnership shall operate under a
absence of agreement, entitle the assignee, during the firm name, which may or may not include the name of
continuance of the partnership, to interfere in the one or more of the partners.
management or administration of the partnership Those who, not being members of the partnership,
business or affairs, or to require any information or include their names in the firm name, shall be subject to
account of partnership transactions, or to inspect the the liability of a partner. (n)
partnership books; but it merely entitles the assignee to
receive in accordance with his contract the profits to Article 1816. All partners, including industrial ones,
which the assigning partner would otherwise be entitled. shall be liable pro rata with all their property and after
all the partnership assets have been exhausted, for the provisions of the first paragraph of article 1818, or
contracts which may be entered into in the name and for unless such property has been conveyed by the grantee
the account of the partnership, under its signature and by or a person claiming through such grantee to a holder for
a person authorized to act for the partnership. However, value without knowledge that the partner, in making the
any partner may enter into a separate obligation to conveyance, has exceeded his authority.
perform a partnership contract. (n) Where title to real property is in the name of the
Article 1817. Any stipulation against the liability laid partnership, a conveyance executed by a partner, in his
down in the preceding article shall be void, except as own name, passes the equitable interest of the
among the partners. (n) partnership, provided the act is one within the authority
of the partner under the provisions of the first paragraph
Article 1818. Every partner is an agent of the of article 1818.
partnership for the purpose of its business, and the act of Where title to real property is in the name of one or more
every partner, including the execution in the partnership but not all the partners, and the record does not disclose
name of any instrument, for apparently carrying on in the right of the partnership, the partners in whose name
the usual way the business of the partnership of which he the title stands may convey title to such property, but the
is a member binds the partnership, unless the partner so partnership may recover such property if the partners’
acting has in fact no authority to act for the partnership act does not bind the partnership under the provisions of
in the particular matter, and the person with whom he is the first paragraph of article 1818, unless the purchaser
dealing has knowledge of the fact that he has no such or his assignee, is a holder for value, without knowledge.
authority. Where the title to real property is in the name of one or
An act of a partner which is not apparently for the more or all the partners, or in a third person in trust for
carrying on of business of the partnership in the usual the partnership, a conveyance executed by a partner in
way does not bind the partnership unless authorized by the partnership name, or in his own name, passes the
the other partners. equitable interest of the partnership, provided the act is
Except when authorized by the other partners or unless one within the authority of the partner under the
they have abandoned the business, one or more but less provisions of the first paragraph of article 1818.
than all the partners have no authority to:
- (1) Assign the partnership property in trust for Where the title to real property is in the name of all the
creditors or on the assignee’s promise to pay the partners a conveyance executed by all the partners
debts of the partnership; passes all their rights in such property. (n)
- (2) Dispose of the good-will of the business;
- (3) Do any other act which would make it Article 1820. An admission or representation made by
impossible to carry on the ordinary business of a any partner concerning partnership affairs within the
partnership; scope of his authority in accordance with this Title is
- (4) Confess a judgment; evidence against the partnership. (n)
- (5) Enter into a compromise concerning a
partnership claim or liability; Article 1821. Notice to any partner of any matter
- (6) Submit a partnership claim or liability to relating to partnership affairs, and the knowledge of the
arbitration; partner acting in the particular matter, acquired while a
- (7) Renounce a claim of the partnership. partner or then present to his mind, and the knowledge
No act of a partner in contravention of a restriction on of any other partner who reasonably could and should
authority shall bind the partnership to persons having have communicated it to the acting partner, operate as
knowledge of the restriction. (n) notice to or knowledge of the partnership, except in the
case of fraud on the partnership, committed by or with
Article 1819. Where title to real property is in the the consent of that partner. (n)
partnership name, any partner may convey title to such
property by a conveyance executed in the partnership Article 1822. Where, by any wrongful act or omission
name; but the partnership may recover such property of any partner acting in the ordinary course of the
unless the partner’s act binds the partnership under the business of the partnership or with the authority of his
co-partners, loss or injury is caused to any person, not act or obligation results; but in all other cases it is the
being a partner in the partnership, or any penalty is joint act or obligation of the person acting and the
incurred, the partnership is liable therefor to the same persons consenting to the representation. (n)
extent as the partner so acting or omitting to act. (n)
Article 1826. A person admitted as a partner into an
Article 1823. The partnership is bound to make good the existing partnership is liable for all the obligations of the
loss: partnership arising before his admission as though he
- (1) Where one partner acting within the scope of had been a partner when such obligations were incurred,
his apparent authority receives money or except that this liability shall be satisfied only out of
property of a third person and misapplies it; and partnership property, unless there is a stipulation to the
- (2) Where the partnership in the course of its contrary. (n)
business receives money or property of a third
person and the money or property so received is Article 1827. The creditors of the partnership shall be
misapplied by any partner while it is in the preferred to those of each partner as regards the
custody of the partnership. (n) partnership property. Without prejudice to this right, the
private creditors of each partner may ask the attachment
Article 1824. All partners are liable solidarily with the and public sale of the share of the latter in the
partnership for everything chargeable to the partnership partnership assets. (n)
under articles 1822 and 1823. (n)

Article 1825. When a person, by words spoken or

written or by conduct, represents himself, or consents to
another representing him to anyone, as a partner in an
existing partnership or with one or more persons not
actual partners, he is liable to any such persons to whom
such representation has been made, who has, on the faith
of such representation, given credit to the actual or
apparent partnership, and if he has made such
representation or consented to its being made in a public
manner he is liable to such person, whether the
representation has or has not been made or
communicated to such person so giving credit by or with
the knowledge of the apparent partner making the
representation or consenting to its being made:
- (1) When a partnership liability results, he is
liable as though he were an actual member of the
partnership;
- (2) When no partnership liability results, he is
liable pro rata with the other persons, if any, so
consenting to the contract or representation as to
incur liability, otherwise separately.
When a person has been thus represented to be a partner
in an existing partnership, or with one or more persons
not actual partners, he is an agent of the persons
consenting to such representation to bind them to the
same extent and in the same manner as though he were a
partner in fact, with respect to persons who rely upon the
representation. When all the members of the existing
partnership consent to the representation, a partnership