Short answer. Not against creditors. Under Article 1817, any stipulation against a partner's liability to third persons is void, except as among the partners themselves. So the partners may agree privately on who ultimately shoulders a debt, but they cannot use that agreement to escape a creditor of the partnership.
What the law says
Any stipulation against the liability laid down in the preceding article shall be void, except as among the partners.
Civil Code, Article 1817 — Void Stipulation Against Liability. Read the full provision →
Partners cannot contract away liability to creditors
In a general partnership, the partners are personally liable for partnership obligations, and Article 1817 stops them from quietly opting out of that. It provides that any stipulation against the liability laid down in the preceding article shall be void, except as among the partners. A clause in the partnership agreement declaring that one partner will not answer to creditors has no effect on those creditors. They never agreed to it, and the law will not let a private arrangement between partners strip away the security that personal liability gives to people who extend credit to the firm. As to the outside world, such a stipulation is simply void.
The one place the stipulation works: among the partners
The article is not a total ban. It carves out an exception as among the partners. Partners are free to agree between themselves on how the burden of debts is finally distributed — for instance, that one partner will bear a particular liability internally, or will reimburse another who pays a creditor. That internal agreement binds the partners and can be enforced among them. What it cannot do is bind or bind against a creditor. So a creditor may still collect from a partner the agreement tried to protect, and that partner's remedy is to seek reimbursement from his co-partners under their internal arrangement, not to refuse the creditor.
Why the law draws the line here
The rule protects the reliance of those who deal with the partnership. When a creditor extends credit, part of what stands behind the debt is the personal responsibility of the partners. If partners could privately exempt one of their own, they could hollow out that security without the creditor's knowledge or consent. By making such stipulations void as to third persons, Article 1817 keeps the creditor's protection intact while still respecting the partners' freedom to sort out their internal shares. It separates two different questions: who the creditor can pursue, and who among the partners ultimately pays — answering the first in the creditor's favour.
What this means in practice
If you are a partner counting on a clause that says you are not liable to creditors, understand that it will not shield you from a genuine partnership creditor. You may be sued and made to pay, then left to enforce the internal agreement against your co-partners. If you are a creditor, a partner cannot wave such a clause at you to avoid payment. And if you want real protection from personal liability for business debts, the answer generally lies in choosing a different legal form or a limited-partner role, not in a stipulation the law declares void. Internal fairness is allowed; escaping creditors by private agreement is not.
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.
- Aniceto G. Saludo, Jr. vs. Philippine National Bank, G.R. No. 193138, August 20, 2018 — read the decision on LawPhil →