Rights of an owner

Use fruits dispossess possess

Otherwise without these you are a naked owner

As distinguished from a beneficial owner
- enjoys the use of the property as well as derive the benefits one may
enjoy out of a thing
unfortunately you do not have a title
what you do not have is the full ownership

in other words, a beneficial owner does not enjoy yet full ownership
you only have limited enjoyment of the property

beneficial owner but not the absolute owner you only have equitable interest
the beneficial ownership not yet the full ownership

to enjoy all the benefits you have to acquire the title

no title, not yet the owner, however you have the equitable interest you can compel
other parties to give you the full ownership.

You can always compel the other parties to give the ownership

A partnership can own certain properties but some may not be under the
partnership
1. one partner
2. some of the partners
3. third person in trust
4. all of the partners
5. the partnership itself

there are occasions where complications will arise, when no manager is appointed,
every partner may act as an agent

although the property is in the name of the partnership but may be sold by a partner
who may or may not be authorized

what else where complications may arise?

Because
Every partner can be an agent of the partnership, he may dispose certain properties
but his authority may not be absolute
Although a partner is an agent, he cannot just do anything
There are instances where he does not have any authority to perform
Unanimity is required
Consent of all the parties
1. assign the partnership property in trust for creditors or on the assignee’s
promise to pay the debt in goodwill.
2. against the interest
3. compromise
4. arbitration
5. confession of judgment

what is confession of judgment

- partnership admits its liabilities
how do you distinguish from renunciation of claims?
- the partnership is giving up the right over a certain right
confession of judgment is done in court, I admit the liability
whereas renunciation may be done privately

what could be an instance where you do an act making it impossible to carry on the
business
- transportation business, one of the partners sold all the vehicles
- business of the partnership will now fail, could no longer perform the
purpose of the business

in all these instances unanimity is required however, even if unanimity is not

required it does not mean he could perform acts that are binding generally.

When would an act of a partner would not bind a partner

- not usual course
- no authority
- third party has no knowledge of the authority

the last two should be together

not usual
- if the partnership is engaged in a given business
- funeral – favorite business
one day a partner decided not to bring the body to the memorial park but he
brought it to the office, we will sell this body to the medical school

the family demanded payment for the body

partner A purchased the body, ma gabaan ta ana, demalas na, manira nia to negosyo,

uban diha mang abang ra patay

mangabang para maka pa mahjong, usually didto nas tondo, balhin balhin patay.
Sauna sa skina sunod sa pikas skina, para lang maka mahjong. That is how poverty
destroys the values of society

will it bind the partnership?

No
Was it not related?
It is not the usual business

The usual business is to bring the body to the memorial park

Not the usual, not binding

No authority
- if the partner although not usual, the acquisition can be binding when all
partners have consented, when there is unanimity
- if he was authorized, it is binding
- we could remove the spare parts, the dental section, the heart to the
cardiology dept, other parts
- any remaining bring it to…
however no authority cannot bind the partnership
provided the third person did not know of the lack of authority

no authority provided who also did not know he had no authority

if he knew, then the partnership is not bound

this is the guide

GR partner can bind unless not usual business, no authority, lack of authority is
know by third person

Going back to title

In the name of property, any partner may sell or convey the property in the name of
the partner, sold in the name of the partnership problem?
- no problem,
can partnership recover?
- yes provided the third person knew there was no authority to do so
why should partnership recover?
- there could be instances when the transfer is disadvantageous to the
partnership

what is the situation

- a property was in the name of the partnership, conveyed by one partner
also in the name of the partnership. What happens?
o –the conveyance conveys title to the buyer
o it can recover unless act of conveyance is the usual way of
business or the
 - usual business, no problem
- did he have authority? No problem, provided the buyer did not
know,good faith for value

2nd situation
the title of the property was in the name of the partnership, conveyed by only
one partner this time in his own name. do we have aproblem?
- what is conveyed is only the equitable interes
- act of conveyance must be with authority, an in the usual business

no authority then partnership can recover

but since this was only transferred by one person in his own name even ifit was the
usual business, only equitable interest is transferred
he should have conveyed it in the name of the partnership

however in the 2nd he transferred it in his own name, conveyance was valid, but the
buyer acquired only equitable interest

it is not full interest

how may he acquire full title?
Only if the conveyance is in the name of the partnership
To acquire full ownership, the other partners must ratify the act

The title of the property is in one or more but not all of the partners
The partners who were named as owners conveyed in their own name what will
happen.

The full title of the property, all of them decided however it was owned actually by
the partnership only it was registered in the name of the partners

They should have conveyed it in the name of the partnership, there was something
wrong, can partnership recover?
- same grounds
although nothing was wrong, it was in the name of the owners in the name of one or
more owners. But the truth was it is in the name of the partners.
- unanimity is required

because of the deficiency the partnership can recover

the right to recover cannot be excericsed
- third part did not know of lack of authority
- done in the course of the regular course of business

4th
property was in the name of one or all of the partners or 3rd parties in trust,
conveyance was made only by one owner. In the partnership name what could
happen
- only the equitable interest is conveyed
- true owner is the partnership. Should have been in the name of the
partnership
how should he perfect his title?
- asking the partnership to ratify the act and executing the conveyance in
the name of the partnership

5th
property in the name of all the partners, conveyed in the name of all the partners
- full title is passed to the buyers
- there was unanimity
- in accordance with the provisions of the law

admissions
- bind the partnership if made by a partner if within the scope
- what could happen, example
admission is when a partner makes a representation in dealing with a client,
funeral business, partner deals with a future client, cars, transport to
memorial, within scope to make such admission, if within the partner

own version
- for example there is one partner who, this partnership has a business of
selling powder. Baby powder. They would produce baby powder but
partner A had a fraudulent intent to mix it with other substances because
baby skin is sensitive.

Although partner b did not know but later on knew

Even if part 4 knew, he did not stop the selling, and then reached a certain
family and then later on complained of the powder. Part B admitted to such
fact. The admission binds the partnership. ….

Company owned by partnership…..

Customers complained, mag cge ramanig pamuwa. Rashes occurred. Sued for
damages.

The accountant was called to testify, Yes we mix it with cassava flour.
Because it is expensive, we mix it with carabao dung, but we add … flower

Admitted by the accountant. Should it bind the partnership?

 May the court decide based on the testimony of the accountant?
- not made in the scope of his authority
- his scope is only in accounting matters
admission is not binding in the partnership
1. matters referring to the partnership
2. within his scope
3. known to the partner when he was still a partner

liable for damages?

Not liable admission is not binding, not within his scope

Other partner was the chemist.

- Chemist knows of such fact of his scope. It will bind the partnership