December 8, 2003
SEC OPINION NO. 66-03
Ms. Arlyn I. Solitario
Chief Operating Officer
Multi-Fold Links, Inc.
Platinum 2000 Annapolis St., Greenhills,
San Juan
Madam :
This refers to your letter dated 24 November 2003 inquiring whether Goudie Associates Manila Ltd. Co.
and Group III Design Studio are allowed to engage in consulting services.
A partnership relation is a result of a contract between and among the parties. It has only such objects
or purposes as are expressly granted in its articles of partnership or in accordance with the existing
statutes or such powers as are necessary for the purpose of carrying out its express objects. There
should be specification of the partnership's intended purposes with sufficient clarity and elucidation in
the articles of partnership to define with more certainty the scope of the contract between the parties.
Thus, in the determination of what businesses may be carried on by the partnership, reference must be
had to its articles, and unless the power to carry on a particular business is either expressly or impliedly
conferred thereby, it does not exist.
When the purposes are enumerated in the Articles of Partnership, it is to be construed as including
incidental purposes reasonably necessary to the proper exercise of the enumerated purposes and as
excluding all other non-enumerated purposes. Thus, if the objects or purposes are expressly
enumerated in detail, such specification by implication excludes all other objects and purposes, except
such incidental or as may be necessary to an exercise of the objects or business expressly given.
Simply put, an enumeration of partnership objects or purposes implies the exclusion of all other
purposes except those implied and essential for the attainment of the objects and purposes expressly
conferred. This is in conformity with the generally accepted principle of statutory construction:
"Expressio Unius Est Exclusio Alterius" which means, the express mention of one thing will, as a general
rule, mean the exclusion of others not expressly mentioned.
In Goudie Associates Manila Ltd. Co., its Articles of Partnership provides:
"Article V: That the purpose for which said partnership is formed are as follows.
To carry on the business as interior designer, both as principal or agent, either by contracting designs,
services, labor, materials and any other business similar or analogous to the foregoing, or any of them;
To acquire lease or hire lands, buildings or any real property, export, import equipments and
machineries necessary for carrying out any of the purposes of the partnership, either on its own or
through a joint venture with other persons or entities;
To hold, purchase or be interested in the shares of capital stock, bonds or other evidence of debts issued
or created by any person, corporation or partnership;
To borrow or use money for the use and benefit of the partnership;
To buy, sell, manufacture, export, import, let or hire and deal in and with all kinds of articles and things
which may be required for the purposes of any said business;
To do any and all other things necessary, suitable or incidental in furtherance of any or all of the
purposes set forth herein."
Further, Sec. 1, Art. I, Articles of Partnership of Group 3 Design Studio provides:
"The purpose of which this Partnership is formed shall be the general practice of architecture and other
allied services."
Hence, Goudie Associates Manila Ltd. Co. may engage in the business of consultancy services related
and pursuant to the business of interior design and other purposes mentioned in its Articles of
Partnership. Likewise, Group 3 Design Studio may also engage in the business of consultancy involving
the general practice of architecture and other allied services, as stated in its Articles of Partnership.
Very truly yours,
(SGD.) VERNETTE G. UMALI-PACO
General Counsel