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AGENCY PARAS764 1868 – by the contract of AGENCY, a person binds himself to render some service or to do something in representaion of another, w/ the consent or auth of the later. Defecive deiniion sabi ni PARAS. Dahil very broad. Kasi iniinclude niya relaionship of master servant, er-ee, lessor a...

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AGENCY PARAS 764 1868 – by the contract of AGENCY, a person binds himself to render some service or to do something in representation of another, w/ the consent or auth of the latter.

 IMPORTANCE = enables a man to increase its range of activity with others  Now, civil or commercial purposes, it is still called a civil agency.  CHARACTERISTICS:

 Defective definition sabi ni PARAS. Dahil very broad. Kasi iniinclude niya relationship of master servant, er-ee, lessor and independent contractor, BUT what agent really does for the principal is a juridical act. Agent exercises discretionary powers, not ministerial like lessee of services.

1. PRINCIPAL, nominate, bilateral, preparatory, commutative, onerous. 2. Representative relation, not inherent nor permanent 3. FIDUCIARY, based on trust and confidence.

 AGENT enters into judicial relations with or without representation of the principal.

Case: / Mandamus can be issued to order a corporation to allow inspection thru its agent. Thus, cannot invoke as a defense na personal act ang inspection.

KINDS: GN PAGE 387 ELEMENTS: 1. CONSENT 2. OBJECT (execution of juridical act in relation to 3rd persons) 3. Agent acts as rep, not for himself 4. Acts within scope of auth.  NATURE: fiduciary: thus agent cannot acquire interest adverse to that of his P.

Cases: / designate himself as the seller and not agent, then he alone is liable. / own money used, does not necessarily mean na hindi siya agent. As long as the principal had exercised control over the agent’s activities. Agent earns commission, while a broker brings buyer and seller together and earns even if no sale is made.  Pwedeng gratuitous  As long as one party manifests his consent that the other shall act in behalf of the principal and under his control. “mandante” = principal and “mandatario” = agent.

GR“what a man may do in person, he may do thru another” XPN: making of will. other strictly personal act. Matrimonial oblis, vote, criminal acts,  PARTIES: / principal – whom the agent represents and derives auth, PRIMARILY concerned with the contract / agent – representing, acts under specific command. Acts in behalf of another. If pretending lang to be another, not agent. Case: / trustee may include atty prosecuting the case note: PRINCIPAL must be capacitated to act himself and give consent. / may be natural or juridical. BUT Actually, corps or PAT can only act thru agents. / MINOR? Can be a principal daw. / Conveyance of CP, is voidable without consent of other spouse.

AGENT – able to bind himself, only ins'ofar as his obli to his principal is concerned, but enough daw if PRINCIPAL is capcitated, so kahit MINOR agent.  Can a JURIDICAL person be an agent? YES. Case: / P appoints A as agent. A sells property to B. Now P wants recover the property on the ground that sale is void because A is minor. Ruling: P cannot avoid the contract. As long as P is capacitated. AGENCY VS PAT – agent act for P, partner acts for himself, firm and other parts. Borrower, not an agent. Thus, cannot the nagpautang cannot be sued. Charts in 771. Vs Guardianship, vs judicial admin. Cases: / son lend father’s land. Father cannot be held liable as principal. Merely lessor lessee relationship. / X = free board from hotel, duty to run the hotel, authorize to hire bookkeeper, but cannot incur debt In behalf of the hotel w/o permission. X is agent based from facts. Agent subject to the boards’ control. / agency v lease page 774 NOTE: agency may be terminated at the will of the P or A. AGENCY v NEGOTIORIUM GESTIO. No meeting in nego, quasi contract eh. In nego, not controlled by the principal directly. Created by law.

781 1869 – AGENCY may be express or implied from the act of P, his silence, or failure to repudiate agency, knowing that another person is acting on his behalf w/o auth. May be ORAL, unless the law requires a specific form.  KINDS – as to manner of constitution /express /implied - acts of P, silence, inaction, failure to repudiate.  Sa implied, P knows that another is acting on his behalf w/o his auth. Case: / Principal did not repudiate the turning over of the admin to another. IMPLIED agency. / if insurance agent was allowed by applicant to fill in the details of the policy. There is agency. AS TO FORM: ORAL OR WRITTEN. EXAMPLE WHEN SPECIFIC FORM REQUIRED: “1874, WHEN SALE OF LAND OR INTEREST THEREIN, agent’s auth must be in writing., otherwise VOID” 783 1870 - ACCEPTANCE by agent, may also be EXPRESS or implied. (acts, silence, inaction) 783 1871 – between persons PRESENT, If P delivers his Power of ATTY to the Agent and the agent accepts w/o objection, THERE IS IMPLIED AGENCY. NOTE HERE: “BOTH MUST BE PRESENT” ACCORDING sa provision mismo. “face to face” or thru communication thru phone ganun. Sufficient.

Vs trust page 776 NOTE: contract is what law defines it not according to its DESIGNATION by the parties. Case: / if there is agreement to return all unsold goods, w/ no obli to pay, this is AGENCY to SELL, or consignment. /agent v broker. 780.

783 1872 – IF absent, acceptance of agency cannot be implied. UNLESS: 1. P transmits power of atty and agent receives w/o objection 2. P entrusts to Agent by letter or telegram the power of atty, with repsect to business in which agent is habitually engaged as an agent, and agent did not reply.

“HERE ABSENT” In #1: kapag di nagreply does not necessarily mean nagACCEPT. So dapat at least I ack ni agent. So sa #2: ung letter sinasabi lang na ineentrust sakanila, not sending the SPA itself. Or when the Agent, begins to act. Thus implied acceptance. 784 1873 – DULY AUTHORIZED AGENT - If a person informs another OR states by a PUBLIC AD that he has given a power of atty to a 3rd person. In the former, who received the special info. And in the latter, with regard to any person. Power shall be in full force UNTIL the notice is rescinded in the same manner in which it was given.  “INFORMING OTHER OF EXISTENCE OF AGENCY” 1. SPECIAL INFO 2. PUBLIC AD.  TO forestall fraud, it must be added daw na; “revocation effective against person having actual knowledge thereof” Case: / customers continued to deal with the AGENT even after revocation of auth of agent. Thus, Compnay still liable beec customers was in GF not having been informed. / AGENCY by ESTOPPEL. P leads other to believe that A is his agent kahit hindi. Can no longer deny. ESTOPPEL vs. IMPLIED AGENCY. Implied, agent is true agent. Estoppel, agent is not, has no right.  Agency by estoppel requisites: 1. ????????????????????? As to 3rd persons, In estoppel, if agent is the cause, it is only the agent who is liable. In implied, agent never personally liable.

786 1874 – SALE of piece of land or interest, thru an agent. Authority of the agent SHALL be in WRITING, otherwise, SALE is Void.  “sale of piece of land or interest therein” example: usufruct, easement etc. does not include buildings. Thus, selling building not need agency in writing. Daw.  VOID if article violated. Thus cannot be ratified. If ratified, no retro effect.  NOTE also, if policy ng isang party na may from, example sa bank, ganun etc. Case: / brother wrote his sister to sell land. But sister did not forward the proceeds. Here there is agency, land cannot be recovered. Since there is agency and in writing. Letter is sufficient. / Under the law president is auth to acquire private lands and resale them at reasonable prices to tenants and occupants. Sec of Agri and Natres in making sale acts as presdinet’s agent. Thus presumed to be acts of president himself. 787 1875 – AGENCY, presumed to be for a COMPENSATION, unless there is proof to the contrary. “presumed to be onerous” pero old CC presumed grat.  Compensation may be in any form: gratuitous use of real estate, cash. Etc  In the absence of stip, agent is entitled to compensation only after he has completely or substantially completed his obligation as agent. (may be contingent sa profit) Case: / if the condition for compensation is “until such time the company made a profit on the contract” mere signing of the contract does not entitle agent for compensation. There was still no profit kahit binding na ang contract. Broker: negotiator between parties, middleman. Agent of both? Daw. Although agent, but not within the meaning of CC, only an independent contractor.

Broker, not entitled to recover expenses made during negotiations for the sale, own risk daw. Case: / case. A auth B to sell his land. B found C, but C is willing to pay less than what A wants. So A denied. A revoked B’s authority to sell. Howver, A and C dealt with each other personally and made a contract. B now contends that he is entitled for commission. Ruling: NOT entitled. Sale was made without her intervention. As long as A did not act in BF! To avoid paying commission. case/ another case, if with BF, then nireject for the principal to deal personally. Then Agent is still entitled commission. Broker ata dito. But NOTE: not entitled if the person brought by the broker is NOT: willing, able or ready to pay. Not entitled if subsequently na sold pa din sa buyer na un. 792 1876 – Agency is either GENERAL or SPECIAL. FORMER = comprises all business of the principal. LATTER = one or more specific transactions.  Kind as to “extent of business covered” case: / Absent substantial evidence to show a special’s agent’s auth to give consent to the creation of tenancy relationship, cannot give rise to implied tenancy. 792 1877 – Agency couched in GENERAL TERMS comprises only acts of administration, even if the principal should state that he withholds no power or that the agent may execute acts as he may consider appropriate, or even though the agency should authorize a general and unlimited management.  General term, 1877  Specific term 1878 Example: 1. “I make U my agent for all my properties, I withhold no power from you. You may do as you please. Unlimited management chenes” here, ONLY acts of ADMIN. Notwithstanding

the stipulation. Why? Acts of strict dominion need SPA. (like sell or mot land, accept repudiate inheritance, enter into compromise) 2. EXAMPLE of acts of admin: / sue for collection of debts, employ workers, engage counsel to preserve ownership or P’s property, lease RP to another for 1 year or less and not registered, borrow money for urgent and indispensable purposes. 3. Thus, selling, needs SPA. Strict dominion kasi. 794 1878 – SPA necessary in: 1. Payments for NOT acts of admin 2. Effect novations which ends oblis already existing AT THE TIME OF agency constitution 3. Compromise, arbitration, renounce right to appeal from judgment, waive objections to venue, abandon a prescription already acquired 4. Waive any obli gratuitously 5. Enter into contract by which ownership of an RP is transmitted or acquire either grat or not. 6. Gifts, except customary ones for charity or those made to employees in the business managed by the agent. 7. Loan, unless for indispensable or urgent for preservation of the things under his admin 8. Lease RP for more than 1 year 9. Bind the principal to render some service w/o compensation 10. Bind principal in a contract of PAT 11. Obligate P as gurantor or surety 12. Create or convey real rights over RPs 13. Accept/ repudiate inheritance 14. Ratify or recognize oblis contracted before the agency 15. Other acts of strict dominion  1. 2. 3.

Acts mentioned can be reduced to 3: Acts of strict dominion Gratuitous contracts Contracts where personal trust or confidence is of the essence of the agreement.

Case: / Payment made to agent. Must prove: 1. existence of SPA and 2. Nature and extent of the power and auth granted to him.  SPA meaning: express or implied daw, specifically authorizing the performance of the act, and not just an agency couched in general terms. Unless the general power mentions or includes a special power. Ex “I auth you to sell ALL my properties” here no need for SPA since SP has already been given. Note: if payment is usually considered as mere ACT of ADMIN, then no SPA needed. Note: some acts of admin, carry with them exercise of acts of dom like sale by an admin of fertile land or products of land. Case: / payment of claim of insured not acts of admin, thus, needs a special power di pwedeng mere general agency, kahit may nakalagay na “special” sa document. Par 2: obli existing at the time constitution of agency Par 3: power given for 1, does not auth power for all mentioned. Par 4: similar to donation or remission. Par 5: refers to RP, but sale of PP is under the catch all phrase in par15. Par 6: custom gift, act of admin Par 7: XPN refers to “borrow” only Par 8: lease of RP not PP.

Par 11: cannot be inferred in general words. Wife’s grant of SP does not auth husband to contract for husband’s benefit. Par12: ex: mortgage, create easement. Etc Cases: / SPA cannot be basis of a valid mortgage contract / SPA granted for finding a money lender, does not auth to procure mort.  MUST be notarized ba SPA? GR no. as long as writing. XPN: If required by law. 802 1879 – A special power to sell, excludes the power to MORT, and special power to MORT does not include power to sell. Power to sell: carries with it power: Find buyer or sell directly Deliver Usual representation and warranty Execute necessary transfer dox, like contract of sale itself 5. Fix terms of sale, time place, mode of delivery, price and mode of payment 6. Sell only for cash (cannot sell on credit w/o consent) 7. Receive the price, unless not auth

 1. 2. 3. 4.

NOT carry with it: 1. Barter / exchange 2. Mort / pledge Power to MORT not include: 1. Sell, execute second mort, mort for personal benefit or other’s benefit Cases: / power to mort does include power to agree to a stipulation in the mort that bank could extra jud forclose the property. Yata. See case in page 804

Par 9: reason: contract is grat. Par 10: reason: principal has to personally have trust and confidence in parts.

805 1880 – a special power to compromise does not authorize submission to arbitration

 And vice versa?  Reason for article: kasi sa arbitration, an arbitrator shall decide. But in compromise, it shall be in the hands of the agent, which P may trust.  If empowers to submit in arbit, then P is bound to the arbitral award. Note: tignan kung authorized to submit to any ARBITRATOR, or if may specified arbitrator lang. 806 1881 – AGENT must act within scope of his auth. He may do acts as may be conducive to the accomplishment of the purpose of the agency. Note: 1. Within scope of auth / 2. Act in behalf of his principal / Thus 4 instances may arise: 1. Acts w/ auth in behalf of P 2. w/ auth, in behalf of himself 3. w/o auth, in behalf of P 4. w/o auth, in his own behalf. Page 807 In 3 and 4, agent is not really agent.  Effects: 1. w/ auth: P’s behalf: valid ofc. P is bound, agent not personally liable unless he bound himself. 2. w/ auth, A’s behalf: apply 1883: generally not binding on P; except regarding things belonging to P. 3. w/o auth, P’s behalf. UNAUTHORIZED & UNENFORCEABLE. But may be ratified, thus retroacts and validated from the beginning. 4. w/o auth, A’s behalf: valid. WON the SM belongs to the P, provided that at the time of delivery is to be made, the agent can transfer legally the ownership of the thing. Otherwise, he will be liable for breach of warranty against eviction. ????????????? 1883 not apply. Examples in 808. #2: “agent sells the thing in its own name, wihout disclosing name of P, ordinarily buyer

only has recourse against agent and vice versa. Under 1883. XPN: when the thing belongs to P, then P have recourse against buyer and buyer against P. second par in 1883. Or if P auth A to find singer for a singing engagement. A acts, in his own, applies for the job. Here A and the opera house would be bound to each other. This clearly illustrates 1883 frst par. #3 example: Agent sold thing owned by P, wihout auth. Thus unauth and unenforc insofar as P is concerned. P not bound. #4 example: Agent, wihout auth, and representing as owner of car, sold it. Thus, A is liable for innocent purchaser. Read provision.  AUTHORITY: right of agent to effect legal relations of his P.  Kinds: express, implied, general, special, apparent (principal’s conduct leads that agent is really authorized)  Implied ex: auth to collect debt usually auth din to bring suit for enforcement of payment.  NO IMPLIED AUTH IN: / auth to borrow for business, no auth to pay own personal debts. / novation, even if auth to collect debt, no power to indorse check / auth to borrow, not auth to pay at maturity. /auth collect, not auth to receive partial payment, nor to accept commercial paper as payment. Unless engaged in business of acceptance of checks or notes. /note in pre trial, need spa for client ng atty. Cases:

/ auth to collect money and exact payment by “legal means” carries auth to bring court action for collection.

Note: notice to counsel is notice to party. But notice to party is not notice in law.  Auth v. instruction 817

/ auth to look for buyer of land of the company, not carry with it auth to sell. Thus broker na hinire ni agent, not entitled for commission. / auth to administer interest I possess within this municipality, purchase, sell, collect and pay, as well as sue and be sued, appear before courts” thus may sell. Words of document should prevail. / auth to collect, not include release sureties. / FORGED power of atty. Thus, agent mort land and able to register the land. Effect?? MORT and registration are null and void. Cannot affect rights of the registered owners. / payment to an UNAUTH agent does not exting the obli.. payment not valid. / agents acting in BF, is presumed that P also acts in BF. Note: Cannot be revoked. 1 bilateral contract, DOCTRINE OF AGENCY BY NECESSITY: “GR agency cannot be created by necessity” XPN: in view of emergency, auth of agent enlarged in order to cope w/ exigencies or necessities of the moment. JURIS. Conditions: 1. Existence of emergency 2. Inability of agent to communicate to P 3. Exercise of additional auth protects the P 4. Means adopted is reasonable considering the circs 5. Ceasing of the auth the moment the emergency no longer demands the same. Example: bus conductor seriously hurt, thus driver auth to engage the services of a physician in company’s name.  AUTH V. POWER: auth is cause, power is effect. Daw. Auth emanates from P and agent given power.  SPA is auth given in writing.

817 1882 – limit of agent’s auth shall not be considered exceeded should it have been performed in a manner more advantageous to the P than that specified by him.  Deemed still auth, or justified if beneficial. Financial gain or other gain. Offset ganun.  Ex. A was asked to sell on installment for 100k. but able to sell whole. Deemed not exceeded auth.  Cannot sell at lower price if fixed. But may sell higher price? Unless prohibited specifically.  What if sell to cash daw, pero sell to credit is more beneficial? CANNOT! Not auth to do so. 1905? Case: / agent = general power of admin only. Sold land for double the price. Agent exceeded? YES. Important is he made a sale. Requires SPA. Ni roght to alienate.

819 1883 – agent acts in his own name, P has no right of action against persons with whom the agent has contracted, neither does that 3rd person against P. thus, agent, is the one directly bound, as if transaction was his own, except when the contract INVOLVES things BELONGING TO P. w/o prejudice to actions between P against A.  Here “agency” w/ undisclosed P. AUTHORIZED!! but acting in A’s behalf. Note: 1883 applies only if AUHTORIZED AGENT. Ex. A asked B to borrow from C. however, B did not disclosed to C his Principal. thus, C cannot ask A for payment. Only B has duty to pay.

Case: / if agent sign BOE. He must: indicate, that signing as agent, name of principal, to be not personally liable.  Note the XPN: if P owns the thing.  If A buys in his own name, but really in behalf of P? seller has option to look to either for payment unless: 1. He trusted the agent exclusively 2. Or usage and understanding o...