Bar Q and A #32

No. A corporation is managed by its board of directors. If the corporation were to become a partner, co-partners would have the power to make the corporation party to transactions in an irregular manner since the partners are not agents subject to the control of the Board of Directors. But a corporation may enter into a joint venture with another corporation as long as the nature of the venture is in line with the business authorized by its charter. (Tuason  & Co., Inc. v. Bolano, 95 Phil. 106)

No. A corporation may not be a general partner because the principle of mutual agency in general partnership allowing the other general partner to bind the corporation will violate the corporation law principle that only the board of directors may bind the corporation.

Yes. Death of a partner will terminate the partnership, by express provision of par. 5, Art. 1830 of the CivilCode.

The contract is one of agency not sale. The notion of sale is negated by the following indicia: (1) the price is fixed by the  manufacturer with the 10% mark up constituting the commission; (2)the manufacturer reacquires the unsold units at exactly the same price; and (3) warranty for the units was borne by the The foregoing indicia negate sale because they indicate that ownership over the units was never intended to transfer to the distributor.

Yes, there was a nominate contract. On the assumption that Aissa accepted the request of her close friend Jo-Ann to buy some groceries for her in the supermarket, what they entered into was the nominate contract of Agency. Art. 1898 of the New Civil Code provides that by the contract of agency a person binds himself to render some service or to do something in representation or on behalf of another, with the consent or authority of the latter.

The agency couched in general terms comprised only acts of administration (Art. 1877). The lease contract on the Manila parcel is not valid, not enforceable and not binding upon A. For B to lease the property to C, for more than one (1) year, A must provide B with a special power of attorney (Art. 1878). The lease of the Caloocan City property to D is valid and binding upon A. Since the lease is without a fixed term, it is understood to be from month to month, since the rental is payable monthly (Art. 1687). The sale of the Quezon City parcel to E is not valid and not binding upon A. B needed a special power of attorney to validly sell the land (Arts. 1877 and 1878). The sale of the land at a very good price does not cure the defect of the contract arising from lack of authority.

CX is liable for the bank loan because he authorized the mortgage on his property to secure the loan contracted by DY. If DY later defaults and fails to pay the loan, CX is liable to pay. However, his liability is limited to the extent of the value of the said property.