No one was designated as manager in our partnership, can any partner's act bind the firm?

Every partner is an agent

Article 1803 supplies the default when your partnership never sorted out who manages. It provides that when the manner of management has not been agreed upon, All the partners shall be considered agents and whatever any one of them may do alone shall bind the partnership, without prejudice to the provisions of article 1801. In plain terms, with no designated manager, the law makes each of you an agent of the firm. A single partner, acting alone, can bind the partnership to third parties in the ordinary running of the business. This reflects the mutual trust partners place in one another — each is presumed authorised to act for the venture.

The check when a partner objects

That broad authority is not unqualified; it is expressly made without prejudice to the provisions of article 1801. Under that companion rule, where partners act in administration, each one may separately execute all acts of administration, but if any of them should oppose the acts of the others, the decision of the majority shall prevail. So a partner can act alone, but the others are not helpless: if they object in time, the majority's decision governs, and in a tie the partners owning the controlling interest decide. The default gives each partner power to act, while preserving the group's ability to overrule an act the majority disapproves.

The limit on partnership real property

There is a firm boundary around the partnership's land and buildings. Article 1803 states that None of the partners may, without the consent of the others, make any important alteration in the immovable property of the partnership, even if it may be useful to the partnership. An important change to the firm's immovable property is too serious to be left to one partner acting alone — the consent of the others is required, and notably the article withholds this power even when the alteration would benefit the partnership. Individual authority to bind the firm stops short of unilaterally reshaping its real property.

When the others unreasonably refuse

The consent requirement is not a tool for spite. The article adds that if the refusal of consent by the other partners is manifestly prejudicial to the interest of the partnership, the court's intervention may be sought. So if the co-partners block a needed change out of stubbornness, in a way that clearly harms the firm, the matter can be taken to a court rather than left to deadlock. In short: without a named manager, any partner can bind the firm in ordinary matters, the majority can overrule objections, and important changes to real property need consent — with the courts available when refusal is manifestly damaging.

Related provisions

• Civil Code, Article 1803 — No Management Stipulation
• Civil Code, Article 1801 — Two or More Managers