This is one of the instances where unanimity is required. So because of this deficiency, the partnership can recover. That right to recover however, cannot be exercised if? There was lack of authority and the third part did not know of lack of authority; OR It was done in the regular course of business. 4 th Situation: The property was in the name of one or all of the partners or in the name of a 3 rd party in trust, conveyance was made only by one owner, in the name of the partnership. What could happen? Only the equitable interest is passed on to the buyer. Sir: Only equitable interest is transferred, since it was in his name and was conveyed in his name, although true owner is the partnership. It Should have been in the name of the partnership but he conveyed it in his name, apparently something is wrong.
Partnership – Midterm WWW Compilation AY 2014-2015 Page 32 Compiled by MFLH; Thanks to: EGOBAT Since only equitable interest is passed, how can the buyer perfect his title? By asking the partnership to ratify the act and executing the conveyance in the name of the partnership. Sir: He can compel the other partners to ratify the sale. 5 th Situation: The property is in the name of all the partners, and conveyed in the name of all the partners. What could happen? Full title is passed on to the buyers. Although it was not conveyed in the name of the partnership, since it was conveyed by all of the partners, there was unanimity and therefore in accordance with the provisions of the law. Admissions, what is the effect? Art. 1820. An admission or representation made by any partner concerning partnership affairs within the scope of his authority in accordance with this Title is evidence against the partnership. (n) It binds the partnership if made by a partner within the scope of his authority. What could happen, example? An admission is when a partner makes a representation in dealing with a client, ex funeral business, the partner deals with a future client and says that we are dealing with a funeral business, we have cars to transport the body to the memorial park. Since it is within scope of his authority to make such admission, it binds the partnership. (not sure if sakto ni) Another version or another example. For example there is one partner who, this partnership has a business of selling powder, baby powder. They would produce baby powder but during the course of the business partner A had a fraudulent intent to mix it with other substances dangerous to the skin of babies, because baby skin is sensitive. Although partner B did not consent or give authority but later on knew. Even if partner B knew, and he did not stop the selling, and then reached a certain family and then later on that family complained of the powder.
- Fall '19
- Corporation, Limited partnership, Types of business entity, partner