HANDOUT NO.

5P

General Rule – Each partner is an agent of the partnership (Art. 1818 NCC)

Art. 1800 – Two distinct cases of appointments of a manager (A partner performing acts
of administration only, unless the power of the manager is specifically restricted)
a) Appointment as Manager in the Articles of Partnership
Nature of power - IRREVOCABLE
When can it be revoked? (Exception)
i) there is a just and lawful cause
ii) by the vote of the partners representing the controlling interest

b) Appointment as Manager AFTER the constitution of the partnership

Nature of power – REVOCABLE (since it is only a contract of agency)
When can it be revoked? At any time by vote of the controlling interest
with or without just cause

Art. 1801 – Powers of two or more managers whose respective duties are
UNSPECIFIED (SOLIDARY MANAGEMENT)
A. Requisites
a) There are two or more partners appointed as managers
b) There is no specification of respective duties
c) There is no stipulation requiring unanimity

B. Rules
General Rule – Each of the managers may perform acts of administration
Exception – If one of the managers opposes, decision of the majority of the
managers shall prevail
Exception to the exception – In case of a tie, vote of the partners owing the
controlling interest

Art. 1802 – Where Unanimity of action is stipulated (JOINT MANAGEMENT)

A. Requisites
a. Two or more partners are appointed as managers
b. None of the managers can act without the consent of the others

B. Rules
General Rule – UNANIMOUS consent of all the managing partners. (If one
opposes, the act will not be executed)
Exception – Imminent danger of grave or irreparable injury to the partnership
(One of them can act alone)

Art. 1803 – Rules when the manner of management has not been agreed upon
General Rule – ALL partners are considered mangers (Anyone can act)
Exception – If there is timely opposition – majority vote of the partners
Exception to the exception – In case of tie, vote of the partners representing the
controlling interest
N.B – See Handout No. 4 for distinctions between Acts of Administration and Acts of Ownership

A. Villegas