Topic Elements of Agency Digested by: Sherlock

Title of the Case Country Bankers Insurance Corp vs Keppel Cebu Shipyard
Doctrine (Syllabus)
The scope of an agent’s authority is what appears in the written terms of the power of attorney granted upon him. If the power of attorney
specifically limits and specifies the power given to the agent, the principal will not be liable even if the agent exceeds its authority
Facts
Unimarine Shipping Lines, Inc. (Unimarine) is a corporation engaged in the shipping industry. Unimarine contracted the services of
Keppel Cebu Shipyard for dry-docking and ship repair works on its vessel, the MV Pacific Fortune.

Cebu Shipyard issued a bill to Unimarine in consideration for its services. They negotiated to a reduction to P3.85M and terms of
this agreement were embodied in Cebu Shipyard’s letter to the President/GM of Unimarine. In compliance with the agreement,
Unimarine secured from Country Bankers Insurance Corp. (CBIC), through it’s agent, Bethoven Quinain (Quinain), a Surety Bond
of P3M. The expiration of the Surety Bond was extended through an Endorsement attached to the Surety Bond.

Cebu Shipyard sent Unimarine letters, demanding it to settle its account. Due to Unimarine’s nonpayment, Cebu Shipyard asked the
surety CBIC to fulfill their obligations as sureties. However, CBIC alleged that the Surety Bond was issued by its agent, Quinain, in
excess of his authority.

Issue Whether or not CBIC is held to be liable in this case?

Ruling
No. CBIC is not liable in this case. The fact that Quinain was an agent of CBIC was never put in issue. What has always
been debated by the parties is the extent of authority given to Quinain by CBIC to transact insurance business for and in its
behalf.
In the case at bar, CBIC could be held liable even if Quinain exceeded the scope of his authority only if Quinain's act of
issuing Surety Bond No. G (16) 29419 is deemed to have been performed within the written terms of the power of attorney
he was granted. This Court finds that the terms of the foregoing contract specifically provided for the extent and scope of
Quinain's authority, and Quinain has indeed exceeded them. Under Articles 1898 and 1910, an agent's act, even if done
beyond the scope of his authority, may bind the principal if he ratifies them, whether expressly or tacitly.
Neither Unimarine nor Cebu Shipyard was able to repudiate CBIC's testimony that it was unaware of the existence of
Surety Bond No. G (16) 29419 and Endorsement No. 33152.It is clear, and undisputed therefore, that there can be no
ratification in this case, whether express or implied. Article 1911, on the other hand, is based on the principle of estoppels.
It states that the principal is solidarily liable with the agent even when the latter has exceeded his authority, if the principal
allowed him to... act as though he had full powers.This Court cannot agree with the Court of Appeals' pronouncement of
negligence on CBIC's part. CBIC not only clearly stated the limits of its agents' powers in their contracts, it even stamped
its surety bonds with the restrictions, in order to alert the concerned parties. It is apparent that Unimarine had been
negligent or less than prudent in its dealings with Quinain. Unimarine undoubtedly failed to establish that it even bothered
to inquire if Quinain was authorized to agree to terms beyond the limits indicated in his special power of attorney. this
Court is constrained to release CBIC from its liability

Dispositive
Portion WHEREFORE, this petition is hereby GRANTED and the complaint against CBIC is DISMISSED for lack of merit.

Keywords agency

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