Short answer. Generally no. If you paid fair value and had no knowledge that the partner lacked authority to sell, Article 1819 protects you as a holder for value without knowledge. The partnership's ability to recover the property is cut off when the property reaches an innocent purchaser for value.
What the law says
the partnership may recover such property unless the partner's act binds the partnership under the provisions of the first paragraph of article 1818, or unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded his authority
Civil Code, Article 1819 — Conveyance of Partnership Realty. Read the full provision →
The general rule: the partnership can recover
When a partner sells partnership real property without the authority to do so, the law generally allows the partnership to recover that property. A single partner acting alone does not automatically have the power to dispose of partnership assets — and when that partner exceeds their authority, the transaction is voidable by the partnership. Article 1819 recognizes this recovery right as the starting point, before examining whether an exception applies.
The innocent purchaser exception
The recovery right has an important limit. Article 1819 bars the partnership from reclaiming property if it has reached a holder for value without knowledge that the selling partner exceeded his authority. Both elements are required: you must have paid real consideration (not received the property as a gift), and you must have had no knowledge of the authority problem at the time you bought. If you can establish both, the property stays with you and the partnership's remedy is against the erring partner, not against you.
What 'without knowledge' actually requires
Whether you had knowledge of the partner's lack of authority is a factual question. Actual knowledge — meaning you were told or had seen documents showing the restriction — is the clearest case. But constructive knowledge may also apply: if the partnership's articles or registration documents publicly disclosed a restriction on the partner's authority to sell real property, and you did not check them, whether that counts as knowledge may be disputed. Due diligence in reviewing the partnership registration and authority documents before purchase protects you from this argument being raised later.
Practical advice if you are in this situation
If the partnership is now asserting a right to recover the property you purchased, gather all documentation of your purchase: the deed of conveyance, proof of payment, and any representations made to you about the selling partner's authority. If you had no actual notice of any restriction, you have a strong factual basis for the innocent purchaser defense. A lawyer can help you assess whether the specific facts — including the manner in which title was held and what documents were available before closing — support your position under Article 1819.
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.
- In the Matter of Urgent Petition for the Release of Prisoners on Humanitarian Grounds, G.R. No. 252117, July 28, 2020 — read the decision on LawPhil →