FIRST DIVISION
[G.R. No. L-3186. March 7, 1907.]
THE GREAT COUNCIL OF THE UNITED STATES OF
THE IMPROVED ORDER OF RED MEN, plaintiff-appellee, vs. THE VETERAN ARMY OF THE
PHILIPPINES, defendant-appellant.
Hartigan, Rohde, & Gutierrez, for
appellant.
W. A. Kincaid, for appellee.
SYLLABUS
1. VETERAN ARMY OF THE PHILIPPINES. — The
constitution of the Veteran Army of the Philippines makes provision for the
management of its affairs, so that article 1695 of the Civil Code, making each
member an agent of the partnership in the absence of such provision, is not applicable
to that organization.
2. ID.; FRATERNAL SOCIETIES; PARTNERSHIP. —
Whether a fraternal society, such as the Veteran Army of the Philippines, is a
civil partnership is not decided.
D E C I S I O N
WILLARD, J p:
Article 3 of the Constitution of the
Veteran Army of the Philippines provides as follows:
"The object of this association shall
be to perpetuate the spirit of patriotism and fraternity those men who upheld
the Stars and Stripes in the Philippine Islands during the Spanish war and the
Philippine insurrection, and to promote the welfare of its members in every
just and honorable way; to assist the sick and afflicted and to bury the dead,
to maintain among its members in time of peace the same union and harmony with
which they served their country in times of war and insurrection."
Article 5 provides that:
"This association shall be composed of
—
"(a) A department.
"(b) Two or more posts."
It is provided in article 6 that the
department shall be composed of a department commander, fourteen officers, and
the commander of each post, or some member of the post appointed by him. Six
members of the department constitute a quorum for the transaction of business.
The Constitution also provides for the
organization of posts. Among the posts thus organized is the General Henry W.
Lawton Post, No. 1. On the 1st day of March, 1903, a contract of lease of parts
of a certain buildings in the city of Manila was signed by W.W. Lewis, E.C.
Stovall, and V.O., Hayes, as trustees of the Apache Tribe, No. 1, Improved
Order of Red Men, as lessors, and Albert E. McCabe, citing for and on behalf of
Lawton Post, Veteran Army of the Philippines as lessee. The lease was for the
term of two years commencing February 1, 903, and ending February 28, 1905. The
Lawton Post occupied the premises in controversy for thirteen months, and paid
the rent for that time. It them abandoned them and this action was commenced to
recover the rent for the unexpired term. Judgment was rendered in the court
below on favor of the defendant McCabe, acquitting him of the complaint.
Judgment was rendered also against the Veteran Army of the Philippines for
P1,738.50, and the costs. From this judgment, the last named defendant has
appealed. The plaintiff did not appeal from the judgment acquitting defendant
McCabe of the complaint.
It is claimed by the appellant that the
action can not be maintained by the plaintiff, The Great Council of the United
States of the Improved Order of Red Men, as this organization did not make the
contract of lease.
It is also claimed that the action can not
be maintained against the Veteran Army of the Philippines because it never
contradicted, either with the plaintiff or with Apach Tribe, No. 1, and never
authorized anyone to so contract in its name.
We do not find it necessary to consider the
first point because we think the contention of the appellant on the second
point must be sustained.
It is difficult to determine the exact
nature of the defendant organization. It is of course not a mercantile
partnership. There is some doubt as to whether it is a civil partnership, in
view of the definition of the term in article 1665 of the Civil Code. That
article is as follows:
"Partnership is a contract by which
two or more persons bind themselves to contribute money, property, or industry
to a common fund, with the intention of dividing the profits among
themselves."
It seems to be the opinion of the
commentators that where the society is not constituted for the purpose of gain.
it does not fall within this article of the Civil Code. Such an organization is
fully covered by the Law of Associations of 1887, but that law was never
extended to the Philippine Islands. According to some commentators it would be
governed by the provisions relating to the community of property. However, the
questions thus presented we do not find necessary to , and to not resolve. The
view most favorable to the appellee is the one that makes the appellant a civil
partnership. Assuming that is such, and is covered by the provisions of title
8, book 4 of the Civil Code, it is necessary for the appellee to prove that the
contract in question was executed by some authorized to so by the Veteran Army
of the Philippines.
Article 1695 of the Civil Code provides as
follows:
"Should no agreement have been made
with regard to the form of management, the following rules shall be observed:
"1 All the partners shall be
considered as agents, and whatever any one of them may do by himself shall bind
the partnership; but each one may oppose the act of the others before they may
have produced any legal effect."
One partner, therefore, is empowered to
contract in the name of the partnership only when the articles of partnership
make no provision for the management of the partnership business. In the case
at bar we think that the articles of the Veteran Army of the Philippines do so
provide. It is true that an express disposition to that effect is not found
therein, but we think one may be fairly deduced from the contents of those
articles. They declare what the duties of the several officers are. In these
various provisions there is nothing said about the power of making contracts,
and that faculty is not expressly given to any officer. We think that it was,
therefore, reserved to the department as a whole; that is, that in any case not
covered expressly by the rules prescribing the duties of the officers, the
department were present. It is hardly conceivable that the members who formed
this organization should have had the intention of giving to any one of the
sixteen or more persons who composed the department the power to make any
contract relating to the society which that particular officer saw fit to make,
or that a contract when so made without consultation with, or knowledge of the
other members of the department should bind it. We therefore, hold, that no
contract, such as the one in question, is binding on the Veteran Army of the
Philippines unless it was authorized at a meeting of the department. No
evidence was offered to show that the department had never taken any such
action. In fact, the proof shows that the transaction in question was entirely
between Apache Tribe, No. 1, and the Lawton Post, and there is nothing to show
that any member of the department ever knew anything about it, or had anything
to do with it. The liability of the Lawton Post is not presented in this
appeal.
Judgment against the appellant is reversed,
and the Veteran Army of the Philippines is acquitted of the complaint. No costs
will be allowed to either party in this court. After the expiration of twenty
days let judgment be rendered in accordance to the lower court for proper
action. So ordered.
Arellano, C.J., Torres, Mapa, Johnson, and
Tracey, JJ., concur.
Carson, J., did not sit in this case.
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