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FACTS: 2. NO.If Ceron stated to the appellant that he had the consent of Hill, and if it
Robert Hill, one of the defendants sentenced in the decision to pay turns out later that he did not have such consent, this would not annul the
to the plaintiff, filed a motion for reconsideration, insisting that the appellant contract.Article 130 of the Code of Commerce, provides thatwhen, not only
had not established that Carlos Ceron, another of the defendants, had the without the consent, but even it is against the will of any of the managing
consent of his copartner, Hill, to enter with the appellant into the contract partners, a contract is entered into with a third person who acts in good
whose breach gave rise to the complaint. He said that it being stipulated in faith, and the transaction is of the kind of business in which the partnership
the articles of partnership that Hill and Ceron would, as managers, have the is engaged, as in the present case, said contract shall not be annulled,
management of the business of the partnership, then Ceroncould not ignore without prejudice to the liability of the guilty partner.This provision is to
the fact that the consent of the Hill was necessary for the validity of the protect a third person who contracts with one of the managing partners of
contract. And, there being no evidence that said consent had been obtained, the partnership, thus avoiding fraud and deceit to which he may easily fall a
the complaint to compel compliance with the said contract had to be, as it victim without this protection which the Code of Commerce wisely provides.
must be in fact, a procedural failure.
The motion for reconsideration is DENIED.
ISSUE:
1. W/N the consent of Hill was necessary for the validity of the contract
entered into between Ceron and Litton.
2. W/N the lack of consent of a partner/s (Hill) would annul a contract
entered into by another partner (Ceron).
HELD:
1.NO. The stipulation in the articles of partnership that any of the two
managing partners may contract and sign in the name of the partnership
with the consent of the other, creates an obligation between the two
partners, which consists in asking the other's consent before contracting for
the partnership. This obligation of course is not imposed upon a third
person who contracts with the partnership; it is not necessary for the third
person to ascertain if the managing partner with whom he contracts has
previously obtained the consent of the other. A third person may and has a
right to presume that the partner with whom he contracts has, in the
ordinary and natural course of business, the consent of his copartner.
This finds support in the legal presumption that the ordinary course
of business has been followed, and that the law has been obeyed. Therefore,
unless the contrary is shown, the presumption subsists. If we are to interpret
the articles of partnership in question by holding that it is the obligation of
the third person to inquire whether the managing copartner of the one