Short answer. Generally yes. Under Article 1821, notice to any partner of a matter relating to partnership affairs operates as notice to the partnership itself — as does a partner's knowledge acquired while a partner. The exception is fraud on the partnership committed by, or with the consent of, the partner who had the notice or knowledge.
What the law says
operate as notice to or knowledge of the partnership, except in the case of fraud on the partnership, committed by or with the consent of that partner.
Civil Code, Article 1821 — Notice to a Partner. Read the full provision →
Notice to one is notice to the firm
Article 1821 makes the partnership share the awareness of its partners. It provides that notice to any partner of any matter relating to partnership affairs... operate[s] as notice to or knowledge of the partnership. So if you formally notify one partner about a matter concerning the firm's business — a demand, a defect, a claim — the partnership is treated as notified, even if that partner never tells the others.
It also captures a partner's own knowledge
The article goes beyond formal notice to reach what a partner actually knows. It attributes to the partnership the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner. So the firm is charged not only with what it is formally told, but with what the handling partner knows, and even with what another partner knows and ought to have passed on.
The fraud exception
There is one situation where the attribution breaks down. Notice or knowledge does not operate against the partnership in the case of fraud on the partnership, committed by or with the consent of that partner. The reason is obvious once stated: a partner who is defrauding the firm cannot be relied on to bring what he knows to it, and it would be unjust to charge the partnership with the guilty partner's knowledge when that knowledge is part of a scheme against the firm itself. So where the partner with the notice was in on a fraud against the partnership, his knowledge is not imputed to it.
Giving and relying on notice
For someone dealing with a partnership, the reassuring point is that you generally do not need to serve every partner: notice about the firm's affairs to any one of them counts against the firm. Still, choose the partner sensibly — ideally the one handling the matter — and keep proof of what you gave and when. For those inside a firm, the lesson is the flip side: the partnership is fixed with what its partners are told and what they know and should share, so information cannot be quietly parked with one partner. The main thing to pin down in any dispute is that the notice concerned partnership affairs and reached a partner who was not defrauding the firm.
Cases citing this provision
These Supreme Court decisions cite the provision above. We list them so you can read them yourself; the summaries of what each decided are not ours to give.
- Michael C. Guy vs. Atty. Glenn C. Gacott, G.R. No. 206147, January 13, 2016 — read the decision on LawPhil →