MANAGEMENT OF A PARTNERSHIP

- Management is discussed under 1800 up to 1803 of the civil code. Remember,

pagdating sa management of a partnership when we talk about 1800 up to 1802, we are
talking about partners who are appointed as managers. So, if a third person is appointed
as a manager of a partnership these rules will not apply kasi nga third person - not a
member of the partnership. In 1800 up to 1803, a partner has a right and a duty to
manage the partnership. So this is both a right and a duty to manage the partnership -
both a right and duty at the same time.

RIGHT AND DUTY TO MANAGE PARTNERSHIP

- Each partner has a right to an equal voice in the conduct of the partnership business and
this right is not dependent on the amount of the partner's capital. The partners also have
a duty to manage the partnership.
- Both a right and a duty at the same time.

TWO DISTINCT CASES OF APPOINTMENT (Article 1800)

(ito yung dalawang paraan kung papaano i-appoint ang isang managing partner)

A. APPOINTMENT AS MANAGER IN THE ARTICLES OF PARTNERSHIP

- The partner appointed by common agreement in the articles of partnership.

- Here in 1800, managing partner can be appointed in the articles of partnership or

contract of partnership.
- The appointment as manager in the articles of partnership is a part of the stipulation in
the contract of partnership. Yung partners, they agree that one of them will become a
managing partner and nakalagay yan sa articles of partnership or sa contract of
partnership.
- Remember, the managing partner here is appointed by common agreement and it is a
stipulation in the articles of partnership.
- What you have to remember in number 1, if you are appointed as manager in the articles
of partnership. Being a part of the partnership contract, yung appointment mo, it is not
easily revocable, hindi pwedeng basta-basta na lang nilang bawian yung power na
binigay nila sayo as managing partner especially since it is a stipulation in the contract of
partnership.
- Dahil ito ay stipulation in the contract of partnership, to remove a managing partner who
is appointed in this manner, there must be a just and lawful cause and there must be the
vote of the partners representing the controlling financial interest so that is 51% of the
financial interest at least.

B. APPOINTMENT AS MANAGER AFTER CONSTITUTION OF THE PARTNERSHIP OR

ORALLY
- Appointment is a mere delegation of power, revocable at any time.
 - Obviously, here in number 2, meron ng partnership as a on-going concern, na-establish
na yung partnership then afterwards the partners will agree na one of them will become
a manager of the partnership.
- In case of appointment as manager after constitution of the partnership or verbally, it is a
mere delegation of power, it is revocable at any time kasi nga hindi naman ito part ng
partnership contract, that is why you can be removed anytime if you are appointed in this
manner.

EXTENT OF POWER OF A MANAGING PARTNER

A. GENERAL RULE
- A partner appointed as manager has all the necessary and incidental powers to
carry out the object of the partnership in the transaction of its business.

- Lahat ng necessary, lahat ng incidental, all acts of administration actually

is included in the powers of a managing partner.

B. EXCEPTIONS
1. When the powers of the manager are specifically restricted or expressly withheld.

- Hanggang dito lang ang pwede mong gawin or bawal mong gawin yan.
Yun ang exceptions, di nilang pwedeng gawin yan, it is outside the scope
of their powers.

2. Managing partners cannot also exercise powers that are neither necessary nor
incidental to carry out the object of the partnership.

- Outside na ito ng powers given to your managing partners

TWO OR MORE MANAGERS WHOSE DUTIES ARE UNSPECIFIED AND UNANIMITY IS

NOT REQUIRED (Article 1801)
- In 1801 and 1802, two or more managers are appointed. So the appointment of the
managers may be in the articles of partnerships or subsequently, after the constitution or
even verbally. But in 1801 and 1802, what you have to remember is that there is a
plurality of managers - two or more ang appointed. If there are two or more managers,
their duties are unspecified meaning kahit ano pwede gawin and unanimity is not
required meaning the consent of the other partners in order to act. Pwede gawin kahit
ano, unspecified kasi ang duties nila and pwede silang dumiskarte magisa.

- Each managing partner may separately perform acts of administration.

- Kasi nga unspecified and duty and unanimity is not required.
RULES IN CASE OF OPPOSITIONS
- Pagka-two or more kayo, there are times that the managing partners will not see eye-to-
eye, so there will be oppositions. What you have to remember in case of opposition is
only managing partners have the right to oppose.

A. If one or more of the managing partners shall oppose the acts of the others, then the
decision of the majority (per head) of the managing partners shall prevail. Note that the
right to oppose can be exercised only by those entrusted with the management of the
partnership and not by any partner.
- Decision of the majority will prevail. Let us say there are three managing partners
- A, B & C are the managing partners in a partnership which include also E and F
- not managing partners. Let us say si A may ginawang act and the act of ‘A’ is
opposed by ‘B’. So how will they resolve the conflict since there is an opposition
here. Remember, it will be resolve on majority or per head voting. Let us say ‘A’,
meron siyang action, ‘B’ opposed, ‘C’ kumampi kay ‘B’. Then, the decition of ‘B’
will prevail or the opposition of ‘B’ will prevail - per head ang voting. So, tatlo sila
obviously very easy to break the tie.

If in case there are four managing partners - A, B, C, and D are managing partners. Tapos may
action si ‘A’ opposed by ‘B’ and syempre i-resolve by per head voting. Si ‘C’ kumampi kay ‘B’
and si ‘D’ kumampi kay ‘A’, so two is to two there is a tie:
B. In case of tie, the matter shall have to be decided by the vote of the partners owning the
controlling (financial) interest.
- Meaning isasama na yung ibang partners, hindi lang managing partners ang
boboto kasama na yung ordinary or non-managing partner sa pagboto. And
remember, that the matter will be decided by the financial interest of the partner.
So titignan na natin kung magkano ang contributions nila kung ilang percent
tapos i-aadd na naten yan at doon mad’determine kung ano ang decision ng
partners.
In 1801, if there is a specification of the duties ibig sabihin may toka yung mga managing
partners. “Ikaw dito, Ikaw dito, Ikaw dito, Ikaw sa accounting, ikaw sa hiring ng employees, etc.”
So- if managing partner hires this employee - kasi yan ang designation ng kanyang duty - hindi
pwede magoppose yung isa kasi may specification ng duties here. Kung sino nakatoka sa duty
na yon, siya lang ang may right to decide as long as he is in good faith, hindi pwede i-oppose
yan.

TWO OR MORE MANAGERS WHERE UNANIMITY IS REQUIRED (Article 1802)

A. GENERAL RULE
- Unanimity is required even if one of the managers is absent or incapacitated as it is not
an excuse
- Meaning the managers cannot act without the consent of other managing
partners. Wala silang magagawa kung hindi nila nakuha ng lahat. That is the
general rule in 1802. If unanimity is required, even the absence or incapacity of
the other managing partners is not an excuse. You have to get the consent of all
before you can enact anything. Bago ka makakilos to do any action, you have to
get the consent of all of the managing partners because in 1802, unanimity is
required meaning the vote of all is required. That is the general rule, absent,
incapacitated or they are in abroad, you still have to get their vote.