Universal Manpower Services Co.

November 10, 1987 Universal Manpower Services Co. c/o Miss Evelyn Tupino 3rd Flr., C. Revilla Bldg., 115 Aguirre St., Makati, Metro Manila Attention : Mr . Manuel D . Soriano, Jr . Sir : This has reference to your letter dated June 29, 1987, informing this Commission that as of now, your partner, Mr. Mario Papa is managing your company. In connection therewith, you manifest that in the event Mr. Mario Papa commits acts prejudicial to the best interest of the partnership, he must be held solely responsible therefor. In answer thereto, please be informed that under the partnership agreement, an act to be binding upon the partnership requires the approval of all managing partners. ( Ltr. to CMA Lumber Co., Inc. dtd. May 15, 1970 ). An examination of your amended articles of partnership on file with this Commission shows that Article VI thereof provides, Thus: "The management and supervision of its business operations and affairs of the partnership shall be vested upon Mario T. Papa, who will act as General Manager. A further perusal of the said articles shows that you signed the same. Hence, you cannot absolve yourself from the liabilities occasioned by the acts of your general manager. The Civil Code provides, and we quote: "ARTICLE 1800. The partner who has been appointed manager in the articles of partnership may execute all acts of administration despite the opposition of his partners, unless he should act in bad faith; and his power is irrevocable without just or lawful cause. The vote of the partners representing the controlling interest shall be necessary for such revocation of power." xxx xxx xxx Please be advised accordingly. prcd Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner