Explanation of Article 622
After Article (621) clarified that the default in managing common property is the right of the partners collectively, and that one of them assuming ordinary management without objection from the others is considered an implicit agency for him, this article comes to clarify the ruling in case the partners disagree on managing the common property. The management of common property in ordinary management does not fall outside three cases. The first case is that one of the partners assumes management and the others do not object to him, so he is considered their agent, as explained in the explanation of Article (621). The second case is that the majority of partners assume management of the property; either because none of them undertakes management himself, or because one of them undertakes management and the others or some of them object to him; the ordinary management is for the majority of partners; what the majority opinion settles on in ordinary management is binding on all partners. The majority is based on the value of the partners' shares, so if a group of partners agrees whose share value exceeds half and the action is one of ordinary management, it must be adhered to even if the majority of shares are held by one person. For example, if the property is shared among three; one owns more than half and the other two have the remaining shares; the opinion in managing the common property in ordinary management is in the hands of the partner who owns more than half. The intended ordinary management actions are all actions and dispositions necessary to exploit the thing for what it is naturally prepared for and to obtain its fruits, without leading to fundamental changes in it or modifying the purpose for which it was prepared, and anything else is considered non-ordinary management actions whose provisions are outlined in Article (623). Management actions in agricultural land include cultivating the land, hiring someone to do it, and purchasing what is necessary for it, and in real estate, it includes renting it for a customary period at a fair rent, collecting the rent, and legal litigation to claim it. Ordinary management actions do not include actions considered beneficial to the thing or increasing its value or utility, nor do they include luxury actions intended to improve and adorn the thing. This majority may appoint a manager for the common property management, who will be an agent in management actions, from the partners themselves or others, and the majority may decide not to give this agent free rein but to establish a system that ensures the good utilization and management of the common property, making this system binding on all partners and the agent chosen by the majority. This system may include restrictions on the agent's authority, such as restricting him from renting the common property for more than a year or obligating him to deposit the rent in a specific bank. If the majority agrees on an amendment, it can be modified even if the individuals who set it differ. If the majority opinion settles on a matter, it is binding on the rest of the partners, whether they agree or not, and no partner can object unless the majority has abused its right to management, considering its interests and neglecting the minority's interests. However, any partner can resort to requesting partition if he finds no interest in what the majority has decided. The third case: is when it is impossible to have a majority of partners; for example, if they disagree and their opinions are divided without a majority emerging as explained in the second case; any partner may request the court to appoint a manager from them or others to perform ordinary management actions; until the partners or most of them agree on property management, at which point the court-appointed manager steps down, or until the property is divided at the request of one of them, and the court may also order necessary urgent measures as required by necessity.
Related To
Article 622
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If the owners in common disagree on matters relating to the management of the property owned thereby, the majority opinion regarding regular management practices shall be binding on all of them and on their universal and particular successors. The majority shall be determined on the basis of the value of shares. The majority may elect a manager from among the owners or others and may set rules applicable to all owners for the management and the proper use of the property.
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If the majority stipulated in paragraph (1) of this Article is not attained, the court may appoint a manager for the property owned in common if petitioned by any of its owners.