Sie sind auf Seite 1von 6

b.

CHAPTER 1 NATURE, FORM, AND KINDS OF


AGENCY
(1868 1884)

Persons prohibited from acquiring property


because of their relation with the persons
under their charge 1491

Nature of Relations Between Agent and Principal


1868 Definition of Agency
1.
Five Characteristics of Agency:
1. Consensual
2. Principal
3. Nominate
4. Unilateral
5. Preparatory

2.
3.
4.

Five Essential Elements of Agency:


1. Consent
2. Object
3. Representative
4. Acted within Authority
5. Competent to be a principal and agent
Agency character in Jurisprudence:
1.
2.
3.

Personal
Representative
Derivative

Fiduciary in Nature (based on trust and


confidence)
Agent estopped from asserting adverse interest
to the principal
Agent cant act for an adverse party (unless he
acts with the knowledge and consent of both)
Agent must not use or disclose secret
information

Agency
Distinguished
Contracts:
1.
2.
3.
4.
5.
6.
7.

from

the

Following

Loan
Lease of Service
Independent Contact
Partnership
Negotiorum Gestio
Brokerage
Sale

1869 Kinds of Agency


Capacity Requirement:
1.
2.

Principals Any person who is capacitated


before the eyes of the law (1327; 1329)
Agents No need to possess full capacity, as
long as not totally incapacitated; Must be
competent to bind himself

Two General Acts that cant be delegated to


agents:

Kinds of Agency are differentiated from the following


general denominations:
1.
2.
3.
4.
5.

Creation
Character
Extent of Business Covered
Authority Conferred
Nature and Effects

1870 Form of Acceptance of Agent


1. Personal Acts if personal performance is required
by law or public policy or the agreement of the parties,
the doing of the act by a person on behalf of another
does not constitute performance by the latter.

1.
2.
3.
4.

Ex:
a.
b.
c.
d.
e.

Right to vote during an election in a


corporation under section 25 of the Corporation
Code
Making of a will pursuant to Art. 784
Statements which are required to be done
personally
A member of the board of directors acting in
proxy capacity B.P. 68
An agent cant delegate to sub-agent
performance of acts where he was appointed to
do in person 1892 1893

2. Criminal Acts or Acts Not Allowed by Law An


attempt to delegate to another authority to do an act
which, if done by the principal would be illegal, is void.

Express
Implied from his acts which carry out the
agency (subdivided to 1871 and 1872)
Silence
Inaction according to the circumstances

1871 Acceptance between present persons


(personal delivery of Principal)
1872 Acceptance when absent (transmittal only of
the Principal)
1.
2.

When Principal transmits power of attorney and


it was received without objection
When Principal entrusts by letter or telegram a
power of attorney to the agent with which he
was habitually engaged in and did not reply to
it

1873 Communication or Giving of Notice of


Agency

Ex:
a.

Ownership of an alien of a land in the country


through a Filipino agent is against the law
(Article 12 sec. 3, 7)

1.
2.

By way of special information, the person


appointed as agent is considered such with
respect to the person to whom it was given; or
If by public advertisement, the agent is
considered as such with regard to any person.

G03| LANZARROTE | AGENCY | D E L E O N R E V I E W E R

Public advertisement may be made in any form


(newspaper, radio, posters, billboards)
Agency presumed to exist whether there is actually an
agency or not
Manner of revocation us be done in the same
manner it was conferred.

Acts of Administration is a question of fact, because the


agency relationship sometimes exists for a specific
business, that, even if it were required of the agent to
produce an SPA, an act may done not as act of strict
dominion but mere act of administration
Ex:
a.

1874 sale of piece of land without authority in


writing is void
b.
unenforceable, not necessarily void Article 1403 2 (e)
[need
for
proof
through
written,
otherwise
unenforceable]
1875 Agency Presumed for Compensation
1876- Kind of agency as to extent of business
covered
Three Classifications of Agent:
1. Universal agent authorized to do all acts that the
principal may personal do, and which he can lawfully
delegate to another the power of doing, presumed to
have universal authority
2. General agent authorized to transact all the
business of his principal in relation to a particular
trade, business or employment
3. Special Agent one authorized to act in one or more
specific transactions/ particular occasion only
Special types of Agent:
1.
2.
3.
4.
5.
6.

Attorney at law represents client in legal


matters
Auctioneer business is to sell property for
others
Broker one whose business is to act as
intermediary between two parties such as
insurance and real estate brokers
Factor one whose business is to receive and
sell goods for a commission (entrusted with
possession)
Cashier in Bank represents a banking
institution in its financial transactions
Attorney-in-fact given authority to do a
particular act not of legal character.

Person employed to sell goods in a retail store


may sell the goods without need of a special
power of attorney because the selling is the
act of administration
Attorney-in-fact authorized to pay debts and
employ services of a lawyers to defend the
principals interest impliedly authorized to pay
for attorneys fees for services

1878 SPECIAL POWER OF ATTORNEY


a.
b.
c.

Payment (1232)
Novation
Compromise (2028) (arbitration 2042) and the
three waivers
d. Waive obligation gratuitously
e. Sale of immovable
f. Make gifts, other than customary ones (or gifts
to employees)
g. Loan
h. Lease more than a year
i. Gratuitous service
j. Contract of Partnership
k. Obligation principal as guarantor or surety
l. Create or convey real rights over immovable
property without special power
m. Accept or repudiate an inheritance
n. Ratify obligations contracted before the agency
o. Strict Dominion
1879 Vice versa rule on mortgage and sale
through agent
1880 exclusion of arbitration from power to
compromise
1881 definition of authority of agent
1882 acts beneficial even if beyond instruction
to the principal
Authority of the agent power of the agent to affect
the legal relations of the principal by acts done in
accordance with the principals manifestation of
consent to him

1877 Agency couched in General Terms


Distinguish Authority from Power
Agency couched in general terms may be general
agency or special agency (1876)
Agency couched in general terms grants only acts of
administration even if the principal would state:
1.
2.
3.

He withholds no power from the exercise of the


agent
Agent may execute acts appropriate to carry
out the agency
Authorizes a general or unlimited management

1.
2.

Authority Source i.e. Authority from Principal


to sell
Power Effect i.e. Authority from principal
gives the agent the power to sell.

Kinds or Types of Authority


1.
2.

Actual Actually granted (express or implied)


Express conferred by words (1869)

G03| LANZARROTE | AGENCY | D E L E O N R E V I E W E R

3.
4.
5.
6.
7.

Implied incidental to the transaction or


reasonable necessary to accomplish the
purpose of the agency
apparent or ostensible conferred by conduct
or even by silence (another name for authority
by estoppel) [also an implied form]
General covers all business of the principal
Special particular transaction
By necessity demanded by virtue of the
existence of an emergency

When may Principal be Bound by Acts of Agent:


1. Standard Requisites:
a. Agent acts within the scope of authority
b. He acted on behalf of the principal
2. Ratification by principal
3. Acts more advantageous to principal

1884 agent bound by his acceptance to carry out the


agency and is liable for non performance
General Obligations:
1.
2.
3.

Specific Obligations of the Principal


1.
2.
3.
4.

When Principal Bound by Acts of Agent beyond


his Powers:
1.
2.
3.
4.

The acts of the principal contributed to deceive


third persons in good faith
Limitations upon the power created by him
could not have been known by the third person
Principal placed to the agent instruments
signed by P in blank
Ratified the acts

5.
6.
7.
8.

1883 Kinds of Principal (and also agent acting


as per identity)

9.

Kinds of Principal:

10.

1. Disclosed principal if at the time of the transaction


contracted by the agent, the other party thereto has
notice that the agent is acting for a principal and of the
principals identity
2. Partially disclosed if the other party has notice that
the agent is or may be acting for a principal but has no
notice of the principals identity
3. Undisclosed The other party has no notice of the
principal

11.

12.
13.
14.

AGENCY WITH UNDISCLOSED PRINCIPAL; Effects


1. Agent directly responsible
a. Agent authorized to act on behalf of the
principal
b. Acts in agents own name

15.

Thus, the Principal reserves no right of action against


Agent or Third persons

17.

UNLESS, contract involves things belonging to


principal, PRINCIPAL IS BOUND
CHAPTER 2 OBLIGATIONS OF THE AGENT
(1884 1909)

Good faith and loyalty to his trust


Obedience to principals instruction
Exercise of reasonable care

16.

To carry out the agency according to its terms


1884
To answer for the damages which through his
non performance the principal may suffer 1884
To finish the business already begun on the
death of the principal, should delay detail any
danger 1884
To observe the diligence of a good father of a
family in the custody and preservation of the
goods forwarded to him by the owner in case
he declines an agency, until agent is appointed
1885
To advance the necessary funds should there
be a stipulation to that effect 1886
To act in accordance with the instructions of
the principal 1887
Not to carry out the agency if its execution
would manifestly result in loss or damage to
the principal (1888)
To answer for damages should he prefer in case
of conflict, his own interests to those of the
principal (1889)
Not to loan to himself without the consent of
the principal when he has bee authorized to
lend at interest (1890)
To render an account of his transactions and to
deliver to the principal whatever he may have
received by virtue of the agency (1891)
Distinguish goods by countermarks and
designate
the
merchandise
respectively
belonging to each principal, in the case of a
commission agent who handles goods of the
same kind and mark, which belong to different
owners (1904)
To be responsible in certain cases for the acts
of the substitute appointed by him (1892)
To pay interest on funds he has applied to his
own use (1896)
TO inform the principal, where an authorized
sale of credit has been made, of such sale
(1906)
To bear the risk of collection, should he receive
also on a sale, a guarantee commission (1907)
To indemnify the principal for damages for his
failure to collect the credits of his principal at
the time that they become due (1908)
To answer for his fraud or negligence (1909)

1885 obligations of person who declines an


agency
It also creates an obligation on the owner to act as
soon as practicable to:
1. Appoint a new agent; or
2. Taking charge of the goods

G03| LANZARROTE | AGENCY | D E L E O N R E V I E W E R

1886 Stipulation of advancing


1887 agent bound by the instruction of the
principal
Instructions private direction which the principal
may give the agent in regard to the manner of
performing his duties as such agent but of which a
third party is ignorant. They are said to be secret if the
principal intended them not to be made known to such
party.
Duty of Obedience it is the fundamental duty of the
agent to obey all the reasonable and lawful instructions
given to him by his principal.
Liability for loss or damage If the agent exceeds or
violates the instructions, he will be liable.
1888 Do not carry out the agency if it shall
result to loss or damage to principal
1889 agents liability for damages if he prefers
his own interest
1890 Obligation not to loan
1891 Duty to Account

1905 right of principal where sale on credit was


without authority
1.

He may require payment in cash, in which


case, any interest or benefit from the sale shall
belong to the agent since the principal cannot
be allowed to enrich himself at the agents
expense; or
2. He may ratify the sale on credit in which case it
will have all the risks and advantages to him
1906 authorized sale on credit
1907 guarantee commission
Guarantee commission (del credere commission) is
one where in consideration of an increased commission
the factor or commission agent guarantees to the
principal the payment of debts arising through his
agency.
Its purpose is to compensate the agent for the risks he
will have to bear in the collection of the credit due the
principal

1892 SUBAGENTS
Liability against him if he:
1. He was not given the power to appoint one
2. When he was given such power, but without
designating the person, and the person
appointed was notoriously incompetent or
insolvent
1893 An action against the sub agent
Subagent is a person to whom the agent delegates as
his agent, the performance of an act for the principal
which the agent has been empowered to perform
through his representative

1908 Obligation of commission agent to collect


credits of principal
1909 Liability of agent for fraud and negligence
CHAPTER 3 OBLIGATIONS OF THE PRINCIPAL
(1910 1918)
1910 Compliance of the Principal to the
contracted obligations of the agent
Specific Obligations of Principal to Agent
1.

Effects of Substitution
1.
2.
3.

1901 Agents lack of authority; when not as


defense
1902 presentation of power of attorney
1903 Commission agent as to goods received
1904 obligation of commission agent against
co-mingling

Substitution prohibited
Substitution authorized
Substitution not authorized, but not prohibited

2.

1894 Agents jointly liable, not solidary


1895 condition on solidary liability
1896 Agent owes interest on the sums he has
applied to his own use from the day on which he
did so

3.

Necessity of demand principle

5.

1897 Personal liability of the agent


1898 agent contracting in the name of the
principal
1899 Effect of ignorance of agent
1900 Scope of agents authority as to third
persons

4.

Comply with all the obligations which the agent


may have contracted within the scope of his
authority (1910, 1881) and in the name of the
principal (1868, 1883)
To advance to the agent, should the latter so
request, the sums necessary for the execution
of the agency (1912)
To reimburse the agent for all advances made
by him provided the agent is free from fault
To indemnify the agent for all the damages
which the execution of the agency ay have
caused the latter without fault or negligence on
his part (1913)
To pay the agent the compensation agreed
upon, or if no compensation was specified, the
reasonable value of the agents services (1875,
1306)

Ratification is the adoption by a person of a prior


act which did not bind him, but which was done or

G03| LANZARROTE | AGENCY | D E L E O N R E V I E W E R

professed to be done on his account thus giving effect


to the acts as if originally authorized by him
VOID ACTS CANNOT BE RATIFIED, IT BEING
INOPERATIVE FROM ITS INCEPTION
Acts that may be ratified:
1.
2.
3.

Valid acts
Voidable acts
Unrevoked acts of the third party

good faith if it should be movable property. Should it be


immovable property, the ownership shall belong to the
person acquiring it who in good faith first recorded it in
the Registry of Property. Should there be no inscription,
the ownership shall pertain to the person who in good
faith, was the first in the possession; and, in the
absence thereof, to the person who presents the oldest
title, provided there is good faith.
1917 Liability to third persons of agent or
principal

1911 solidary liability of principal and agent


when agent exceeds authority yet principal
allowed him to act as if he were authorized

1918 Principal; when excused from liability


1.

This rule establishes the concept of agency by estoppel


Distinguish Estoppel from Apparent Authority
and Implied Agency
Apparent Authority is that which though not actually
granted, the principal knowingly permits the agent to
exercise or holds him out as possessing

2.
3.
4.

Authority by Estoppel arises in those cases where the


principal by his culpable negligence permits his agent
to exercise powers not granted to him, even though the
principal may have no notice or knowledge of the
conduct of the agent
Implied Agency is an actual and existing agency
relationship distinguished by the manner in which it
was created
1912 advancing of funds (importan review)

If the agent acted in contravention of the


principals instructions, unless the latter should
wish to avail himself of the benefits derived
from the contract;
When the expenses were due to the fault of the
agent;
When the agent incurred them with knowledge
that an unfavorable result would ensue, if the
principal was not aware thereof;
When it was stipulated that the expenses
would be borne by the agent, or that the latter
would be allowed only a certain sum.

CHAPTER 4 MODES OF EXTINGUISHMENT OF


AGENCY
(1919 1932)
1919 6 LISTED MODES
Contract of Agency may be extinguished by this list but
it is not exclusive.

1913 Obligation to indemnify agent


It may, therefore, be generally extinguished by the
following general denominations:

1914 Right of retention


For failing to reimburse based from 1912 and 1913, the
agent may retain in pledge the object of the agency as
a right over the thing prior to being reimbursed.
1915 When Principals solidarily liable to agency
Three requisites:
1. There are two or more principals
2. The principals have all concurred in he
appointment of the same agent; and
3. The agent is appointed for a common
transaction or undertaking

1.
2.
3.

Agreement
Subsequent Acts of the parties
Operation of Law

Rules
on
Information:
1.
2.

Determination

of

Confidential

Whether the knowledge or information, the use


of which the complainant seeks to enjoin, is
confidential;
Whether it be confidential in whole or in part,
its use ought to be prevented

1916 Two persons contract separately with agent


and principal
Two persons may contract separately with the agent
and the principal with regard to the same thing. If the
two contracts are incompatible with each other, the
one of prior date shall be preferred. Subject to the rules
under 1544:
If the same thing should have been sold to different
vendees, the ownership shall be transferred to the
person who may have first taken possession thereof in

Rules on Destruction of Thing:


1. General Rule absence of the agreement, the
agency terminates;
2. Exceptions
a. If substitution is possible;
b. Partial loss or destruction of the subject
matter
Other causes may exist for the extinguishment of
the Agency Relationship

G03| LANZARROTE | AGENCY | D E L E O N R E V I E W E R

Other modes:
1.
2.
3.
4.
5.

Extinguishment of the obligation


War
Legal Impossibility
Termination of the sub-agents authority from
the termination of the agent
Occurrence of a specified event

1920 Revocation of the Agency by the Principal


Revocation is the act of the Principal which is done by
terminating the agency relationship in accordance with
his will.
Principals Revocation of the Agency:
1. 1920 Revocation
2. 1925 Two Principal Rule

An agency coupled with an interest is when the agent


receives an estate or interest in the property that is the
subject of the agency. The agent in this relationship
holds or controls the principal's property and has legal
rights against interference by outside parties.
Stated differently, an agency is deemed as one coupled
with an interest where it is established for the mutual
benefit of the principal and of the agent, or for the
interest of the principal and of third persons, and it
cannot be revoked by the principal so long as the
interest of the agent or of a third person subsists. In an
agency coupled with an interest, the agents interest
must be in the subject matter of the power conferred
and not merely an interest in the exercise of the power
because it entitles him to compensation. When an
agents interest is confined to earning his agreed
compensation, the agency is not one coupled with an
interest, since an agents interest in obtaining his
compensation as such agent is an ordinary incident of
the agency relationship (Lim v Saban)

Express Revocation:
1928 - Renunciation
1. 1921 contracting with specified persons
2. 1922 Third party with no knowledge of the
revocation

1.
2.

Without just cause duty to notify renunciation


and bears damages;
With Just cause

Implied Revocation:
1. 1923 New Agent appointed for the same business
2. 1924 Direct management (exemption: if interest is
to manage it together with the agent
3. 1926 Revocation of GPA by SPA

1929

Continuing
renunciation

1.
1927 When is agency irrevocable
2.
2.
3.

Agency cannot be revoked if a bilateral


contract depends upon it,
It is the means of fulfilling an obligation already
contracted
Partner is appointed manager of a partnership

after

When Agency Persists Despite Death of Principal

1926 GPA v SPA on special matters

1.

management

1930 constitution for: (1) common interest of


the principal and agent; (2) Interest of a third
person who has accepted the stipulation in his
favor
1931 Done without knowledge of death of
Principal

1932 Duty to notify principal by the heirs of the


agent

Agency Coupled with an Interest

G03| LANZARROTE | AGENCY | D E L E O N R E V I E W E R

Das könnte Ihnen auch gefallen