Partnership, Agency and Trust o Perfected by mere consent

- Principal
Agency o Can stand by itself without the need for another
contract
Definition of Agency - Preparatory and progressive
- By the contract of agency, a person binds himself to o Entered into as a means for other purposes that
render some service or to do something in representation deals with the public in a particular manner
or on behalf of another, with the consent or authority of o For the agent to enter into juridical acts with the
the latter. public in the name of the principal
- The essence of agency is representation - Generally onerous
- For a contract of agency to exist, it is essential that the
principal consent that the agent shall act on the
principal’s behalf and the agent consents so as to act.
- Representative relation
Elements of a contract o The agent acts for and on behalf of the principal
- Consent on matters within the scope of his authority and
o Required that both parties give their consent said acts have the same legal effects as if they
- Object were personally executed by the principal
o The representation - Fiduciary and revocable
- Cause o For the creation of legal relationship of
o On the part of the agent representation by the agent on behalf of the
 Compensation (but not always) principal, the powers of the former are essentially
derive from the latter.
Nature, forms and kinds of agency o Neither the principal nor the agent can be legally
made to remain in the relationship when they
Characteristics of a contract of agency choose to have it terminated.
- Bilateral
o If for compensation, it gives rise to reciprocal rights Classifications of Agency
and obligations
- Unilateral As a manner of creation
o If gratuitous, it creates obligations for only one of - Express
the parties o Agent has been actually authorized by the
- Nominate principal, either orally or in writing
o Has its own name - Implied
- Consensual

1
 o Agency is implied from the acts of the principal, - One whom the agent represents and from whom he
from his silence or lack of action or his failure to derives his authority
repudiate the agency, knowing that another person - He is the person represented
is acting on his behalf without authority.
As to character Agent (mandatario)
- Gratuitous - One who acts for and represents another
o Agent receives no compensation for his services - He is the person acting in a representative capacity
- Onerous
o Agent receives compensation for his services Essential elements of an agency
As to extent of business of the principal
- General Consent (express or implied) of the parties to establish the
o Agency comprises all the business of the principal relationship
- Special - A person may express his consent
o Agency comprises one or more specific o By contract, orally or in writing
transactions o By conduct
o By ratification
As to authority conferred o The consent may arise by presumption or
- Couched in general terms operation of law
o Agency is created in general terms comprises only The object is the execution of a juridical act in relation to third
acts of administration persons
- Couched in specific terms The agent acts as a representative and not for himself
o Agency authorizing only the performance of a The agent acts within the scope of his authority
specific act or acts
As to nature and effects Appointment of an agent
- Ostensible or representative - General rule
o Agent acts in the name and representation of the o There are no formal requirements governing the
principal appointment of an agent
- Simple or commission - Exception
o Agent acts in his own name but for the account of o When the law requires a specific form
the principal  When sale of land or any interest therein is
through an agent, the authority of the latter
Parties to a contract of agency must be in writing, otherwise, the sale shall
be void
Principal (Mandante)
Rules on implied acceptance of agency
- Between persons who are present
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 o The acceptance may also be implied if the
principal delivers his power of attorney to the
agent and the latter receives it without any
objection
- Between persons who are absent
o The acceptance of the agency cannot be implied
from the silence of the agent except;
 When the principal transmits his power of
attorney to the agent who receives it without
any objection;
 When the principal entrust to him by letter
or telegram a POA with respect to the
business in which he is habitually engaged
as an agent and he did not reply to the
letter or telegram
- Acceptance by the agent may also be express or implied
from his acts which carry out the agency or from his
silence or inaction according to the circumstances
Nature of the relationship between the agent and principal
- Fiduciary in nature based on trust and confidence
- The agent is estopped from asserting or acquiring an
interest adverse to that of his principal
Qualifications of a principal
- Natural or juridical person
- Must have the capacity to act
- If a person is capacitated to act for himself or his own
right, he can act through an agent
Kinds of principal
- Disclosed principal
o At the time of the transaction contracted by the
agent, the other party knows that the agent is
acting for a principal and of the principal’s identity
- Partially disclosed principal
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o The other party knows or has reason to know that
the agent is or may be acting for a principal but is
unaware of the principal’s identity
- Undisclosed principal
o The party has no notice of the fact that the agent is
acting as such for a principal
Joint principals
- Two or more persons appoint an agent for a common
transaction or undertaking
Requisites for solidary liability of joint principals
- There are 2 or more principals
- They have all concurred in the appointment of the same
agent
- Agent is appointed for a common transaction or
undertaking
Theory of imputed knowledge
- General rule
o The importance of the duty to give information of
material facts becomes readily apparent when it is
borne in the mind that knowledge of the agent is
imputed to the principal even though the agent
never communicated such knowledge to the
principal.
- Exception
o The agent’s interests are adverse to those of the
principal
o The agent’s duty is not to disclose the information,
as where he is informed by way of confidential
information
o The person claiming the benefit of the rule
colludes with the agent to defraud the principal.
Kinds of agents
- Universal agent
 o Employed to do all acts which the principal may
personally do and which he can lawfully delegate
to another the power of doing
- General agent
o Employed to transact all business of the principal
or all of the businesses of a particular kind or in a
particular place, do all acts connected with a
particular trade, business or employment
- Special or particular agent
o Authorized to do act in one or more specific
transactions or to do one or more specific acts or
to act upon a particular occasion.
Rule with regard to the execution of the agency
- General rule
o Agent is bound by his acceptance to carry out the
agency in accordance with the instruction of the
principal and is liable for damages which through
his non-performance, the principal may suffer
- Exception
o If its execution could manifestly result in loss or
damage to the principal
Responsibility of two or more agents appointed simultaneously
- General rule
o They are jointly liable
- Exception
o Solidarity has been expressly stipulated
o Each of the agents become solidarily liable for
 Non-fulfilment of the agency
 Fault or negligence of his fellow agent
- Exception to the exception
o When one of the other agents acts beyond the
scope of his authority
 Innocent agent is not liable
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o When the fault or negligence of his fellow agents
acted beyond the scope of their authority
 Innocent agent is not liable
Instances when the agent may incur personal liability
- Agent expressly bound himself
- Agent exceeds his authority
- Acts of the agent prevent the performance on the party of
the principal
- When a person acts as agent without authority or without
a principal
- A person who acts as an agent of an incapacitated
principals unless the third person was aware of the
incapacity at the time of the making of the contract
Presumption of a contract of agency
- General rule
o Agency is not presumed
- Exception
o Operation of law
o To prevent unjust enrichment
- The relation between the principal and the agent must
exist as a fact. Thus it is held that where the relation of
agency is dependent upon the acts of the parties, the law
makes no presumption of agency and it is always a fact
to be proved, with the burden of proof resting upon the
person alleging the agency to show, not only the facts of
its existence, but also its nature and extent.
Agent by necessity
- Agency cannot be created by necessity. What is created
instead is additional authority in an agent appointed and
authorized before the emergency arose. By virtue of the
 existence of an emergency, the authority of an agent is
correspondingly enlarged in order to cope with the
exigencies or the necessities of the moment.
Requisites for the additional authority of agent in cases of
necessity
- Real existence of emergency
- Inability of the agent to communicate with the principal
- Exercise of additional authority is for the principal’s
protection
- Adoption of fairly reasonable means, premise duly
considered
Proving the existence of principal-agent relationship through
mere representation
- Mere presentation of an alleged nation is not sufficient to
prove the existence of such relationship.
- Declaration of the agent alone are generally insufficient to
establish the fact or extent of agency
- The person dealing with the assumed agent are bound at
their peril, if they would hold the principals liable, to
ascertain not only the fact of agency but also the nature
and extent of authority and in cases either is
controverted, the burden of proof is upon them to
establish it.

Double agency Difference of agency and guardianship

- General rule
o It is disapproved by law for being against public Basis Agency Guardianship
policy and sound morality As to who they Agent represents a Guardian
- Exception represent capacitated person represents an
o Where the agent acted with full knowledge and incapacitated
consent of the principals person
As to the source of Agent derives Guardian derives
Acts delegable from principal to agent authority authority form the authority from the
- General rule principal court
o What a man may do in person, he may do through As to the Agent is appointed Guardian is
another appointing by the principal appointed by the
- Exception authority and can be court and stands in
o Personal acts removed by the loco parentis
latter
o Criminal acts or acts prohibited by law.
As to being subject Agent is subject to Guardian is not
to the person they direction of the subject to the
represent principal direction of the
ward, but must act
for the ward’s
benefit
As to liability Agent can make Guardian has no
the principal power to impose

5
 personally liable personal liability on As to the kind of Agent exercises Employee has
the ward function he discretionary ministerial
exercises powers functions

Difference between agency and judicial administration

Basis Agency Judicial Difference between agency and trust

administration
As to the source of Agent is appointed Judicial Basis Agency Trust
authority by the principal administrator is As to the capacity Agent usually Trustee may hold
appointed by the to hold title over holds no title at all legal title to the
court the property property
As to whom they Represents the Represents not As to his actions Agent usually acts Trustee may act in
represent principal only the court but in the name of the his own name
also the heirs and principal
creditors of the As to the Agency usually Trust usually ends
estate termination of the may be terminated by the
As to the Agent does not file Judicial relationship or revoked any accomplishment
requirement of a a bond administrator files time for the purposes
bond a bond for which it was
As to control of the Agent is controlled His acts are formed
agent/administrator by the principal subject to specific As to the scope of Agency may not be Trust involves
through the orders from the authority over connected at all control over
agreement court property with property property
As to the binding Agent has Trustee does not
Difference between agency and lease of service effect of the authority to make necessarily or
contracts entered contracts which will even possess such
Basis Agency Lease of service by them be binding on his authority to bind
As to Agent represents Workers or lessors principal the trustor
representation by the principal of services does As to its creation Agency is really a Trust may be the
the agent or not represent his contractual relation result of a contract;
worker employer it may also be
As to termination Relationship can Generally. created by law
of relationship be terminated at Relationship can
the will of either be terminated only Powers
principal or agent at the will of both

6
Kinds of agency as to extent of powers conferred  Unenforceable but may be ratified, in which
case, may be validated retroactively from
An agency may be couched in the beginning
- General terms o In his own name
o It is one which is created in general terms and is  Valid on the agent, but not on the principal
deemed to comprise only acts of administration
- Specific terms Rules as to when the principal is not bound by the act of the
o It is necessary to perform any act of strict agent
ownership - General rule
o When the act is without or beyond the scope of his
Instances when the act of an agent is binding to the principal authority in the principal’s name
- When the agent acts as such without expressly binding - Exception
himself or does not exceed the limits of his authority o Where the acts of the principal have contributed to
- If principal ratifies the act of the agent which exceeded deceive a 3rd person in good faith
his authority o Where the limitation upon the power created by
- Circumstances where the principal himself was or ought the principal could not have been known by the 3 rd
to have been aware person
- If such act is within the terms of the power of attorney as o Where the principal has placed in the hand of the
written agent instruments signed by him in blank
- Principal has ratified or has signified his willingness to o Where the principal has ratified the acts of the
ratify the agent’s act agent
- General rule
Effect of the acts of an agent o When the act is within the scope of the agent’s
- With authority authority but in his own name
o In principal’s name - Exception
 Valid o When the transaction involved things belonging to
o In his own name the principal
 Not binding on the principal; agent and
stranger are the only parties Rights of the agents
 Exception: regarding things
belonging to the principal or when Instances when the agent may retain in pledge the object of the
the principal ratifies the contract or agency (Legal Pledge)
derives benefit there from - If the principal fails to reimburse the agent the necessary
- Without authority sums, including interest, which the latter advanced for
o In principal’s name execution of the agency

7
 - If the principal fails to indemnify the agent for all damages
which the execution of the agency may have caused the
latter, without fault or negligence on his part.
Where two persons deal separately with the agent and the
principal
- If the two contracts are incompatible with each other, the
one of prior date shall be preferred. This is subject
however to the rule on double sale under article 1544 of
the new civil code.
- Rules of preference in double sale
o Personal property
 Possessor in good faith
o Real property
 Registrant in good faith
 Possessor in good faith
 Person with the oldest title in good faith
- If the agent acted in good faith, the principal shall be
liable for damages to the third person whose contract
must be rejected. If the agent is in bad faith, he alone
shall be liable
A person acting as an agent cannot escape criminal liability by
virtue of the contract of agency
- The law on agency has no application in criminal cases
- When a person participates in the commission of a crime,
he cannot escape punishment on the ground that he
simply acted as an agent of another party
An agent cannot maintain an action against persons with whom
they contracted on behalf of his principal
- With respect to contracts between the principal and third
parties, an agent is not a party to such.
- As agents, they only render some service or do
something in representation or on behalf of their
principals.
8
- Rendering such service did not make them parties to the
contracts of sale executed in behalf of the latter
Obligations of an agent
Responsibilities and obligation of an agent
Specific obligations of an agent to the principal
- Carry out the agency
- Answer for damages which through his non-performance
the principal may suffer
- Finish the business already begun on the death of the
principal
- 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 decline an agency until an agent
is appointed
- Advance the necessary funds should there be a
stipulation to do so
o Except when the principal is insolvent
- Act in accordance with the instructions of the principal
- Not to carry out the agency if its execution would
manifestly result in loss or damage to the principal
- Not to carry out the agency if its execution would
manifestly result in loss or damage to the principal
- Answer for damages if there being a conflict between his
interests and those of the principal, he should prefer his
own
- Not to loan to himself if he has been authorized to lend
money at interest
- Render an account of his transactions and to deliver to
the principal whatever hi may have received by virtue of
the agency even though it may not be owing to the
principal
 - Distinguish goods by countermarks and designate the principal agent; independent
merchandise respectively belonging to each principal, in and distinct
the case of a commission agent, who handles goods of As to the Relates to the Refers to the
the same kind and mark which belong to different relationship to the subject or business manner or mode of
owners. agent with which the agent’s action
- Be responsible in certain cases for the acts of the agent is
substitute appointed by him empowered to deal
- Pay interest on funds he has applied to his own use or act
- Inform the principal where an authorized sale of credit As to third persons Limitation of Without
has been made of such sale authority are significance as
- Bear the risk if collection and pay the principal the operative as against those with
proceeds of the sale on the same terms agreed upon with against those who neither knowledge
the purchaser, should he receive also on sale, a have or charged nor notice of them
guarantee commission with knowledge of
- Indemnify the principal for damages for his failure to them
collect the credits of his principal at the time that they As to purpose Contemplated to Not expected to be
become due be made known to made known to
- Be responsible for fraud or negligence 3rd persons dealing those with whom
the agent deals

Instructions Breach of loyalty of the agent

- Private directions which the principal may give the agent - Agent is not entitled to commission
in regard to the manner of performing his duties as such - Forfeiture of the commission will take place regardless of
agent but which a 3rd party is ignorant whether the principal suffers any injury by reason of such
breach of loyalty.
Obligation of a person who declines an agency - It does not matter whether the agency if gratuitous or that
- Is till bound to observe the diligence of a good father of a the principal obtained better results or that usage and
family in the custody and preservation of goods customs allow a receipt of such a bonus
forwarded to him by the owner
When the obligation to account not applicable
Difference between authority and principal’s instructions - If the agent acted only as a middleman with the task of
merely bringing together the vendor and vendees
Basis Authority Instructions - If the agent informed the principal of the gift/bonus/profit
As to the scope Sum total of the Contemplates only he received from the purchaser and his principal did not
powers committed a private rule of object thereto
to the agent by the guidance to the - Where a right of liens exists in favor of the agent
9
  Exception
Acts of an agent  Principal takes advantage of a
- In behalf of the principal within the scope of authority contract or receives benefits made
o Binds the principal under falls representation of his
o Agent not personally liable agent
- Without or beyond the scope of authority - Mismanagement of the business by the agent
o Contract is unenforceable as against the principal o Principal still responsible for the acts contracted by
but binds the agent to the third person the agent with respect to third persons
o Binding on the principal when o Principal, however, may seek recourse from the
 Ratified agent
 The principal allowed the agent to act as - Tort committed by the agent
though he had full powers o Principal civilly liable as long as the tort is
- Within the scope of authority but in the agent’s name committed by the agent while performing his duties
o Not binding on the principal in furtherance of the principals business
o Principal has no cause of action against the third - Agent in good faith but prejudices a third party
parties and vice versa o Principal is liable for damages
o When the transaction involves things belonging to
the principal, his remedy is to sue the agent for Difference between express and implied agency
damages because of failure to comply with the
agency Basis Express Implied
- Within the scope of the written power of attorney but Definition One where the One which is
agent has actually exceeded his authority according to an agent has been implied from the
understanding between him and the principal actually authorized acts of the
o Insofar as third persons are concerned, agent by the principal, principal
acted within scope of his authority either orally or in
o Principal is estopped writing
- With improper motives Authority When it is directly When it is
o Motive is immaterial as long as within the scope of conferred by words incidental to the
authority, it is valid transaction or
reasonably
- With misrepresentations by the agent
necessary to
o Authorized
accomplish the
 Principal still liable
purpose of the
o Beyond the scope of the agent’s authority
agency and
 General rule therefore the
 Principal not liable principal is
10
 deemed to have to exercise or to exercise powers
actually intended holds him out as not granted to him,
the agent to possessing even though the
possess. principal may have
no notice or
Scope of agent’s authority as to third persons knowledge of the
- It includes not only the actual authorization conferred agent’s conduct
upon the agent by his principal but also that which is As to the Founded on the Founded on the
apparent or impliedly delegated to him. establishment of conscious principal’s
the authority permission of acts negligence failing
Third persons required to inquire into the authority of the agent beyond the powers properly to
- Where the authority is not in writing granted supervise the
- Where the authority it in writing affairs of the agent

Actual or apparent authority of the agent bind the principal

- The principal is bound by the acts of the agent on his
behalf, whether or not the third person dealing with the Agent by estoppel
agent believed that the agent has actual authority, so - When one leads another to believe that a certain person
long as the agent has actual authority, express or is his agent, when as a matter of fact such is not true and
implied. the latter acts on such misrepresentation, the former
cannot disclaim liability for he has created an agency by
Doctrine of apparent authority estoppel
- The principal is liable only as to third person who have
been led reasonable to believe by the conduct of the Rules regarding estoppel in agency
principal that such actual authority exists, although none - Estoppel of agent
has been given o One professing to act as agent for another may be
estopped to deny his agency both as against his
Difference between apparent authority and authority by estoppel asserted principal and the third persons interested
in the transaction in which he engaged
Basis Apparent authority Authority by - Estoppel by principal
estoppel o As to agent
As to the That which is Arises when the  One who knows that another is acting as
knowledge of the though not actually principal by his his agent and fails to repudiate his acts or
principal of the granted, the culpable accepts the benefits will be estopped to
authority of the principal knowingly negligence, deny the agency as against the other
agent permits the agent permits his agent o As to sub-agent
11
  To estop the principal from denying his acted on the
liability to a third person, he must have misrepresentation
known or be charged with knowledge of the
fact of the transaction and the terms of the If caused by the
agreement between the agent and sub- agent alone, only
agent the agent is liable.
o As to third persons
 One who knows that another is acting as Commission agent
his agent or is permitted another to appear - One engaged in the purchase and sale of personal
as his agent, to the injury of third persons property for a principal, which, for this purpose, has to be
who have dealt with the apparent agent as placed in his possession and at his disposal
such in good faith and in the exercise of
reasonable prudence, is estopped to deny Broker
the agency - A middleman or intermediary who in behalf of others and
- Estoppel of third persons for a commission or fee negotiates contracts/transactions
o A third person having dealt with one as agent may relating to real or personal property
be estopped to deny the agency as against the - Agent is authorized to enter into judicial acts in behalf of
principal, agent or third persons in interest his principal but a broker is merely a middleman between
- Estoppel of the government the parties and he has no power to enter into a contract
o The government is not estopped by the mistake or in behalf of any of the parties
error on the part of its agents
Rules
Difference between implied agency and agency by estoppel - Efficient and procuring cause
o A principle in the law on agency whereby the
Basis Implied agency Agency by broker, to be entitled to compensation, must be the
estoppel efficient agent or procuring cause of the sale
As to liability Agent is a true If caused by the - Ready-willing-and-able rule
between principal agent with rights agent, he is not o A principle which states that for a broker to be
agent and duties of an considered a true entitled to a commission, he must provide a
agent agent, hence he person who is ready, willing and able both to
has no rights as accept and live up to the terms offered by his
such principal
As to liability to The principal is If caused by the - Procuring cause
third persons always liable; the principal, he is o Is mean to be the proximate cause.
agent is never liable, but only if o The term procuring in describing a brokers activity,
personally liable the third person refers to a cause originating a series of events
12
 which, without break in their continuity, result in
accomplishment of prime objective of the
employment of the broker producing a purchaser
ready, willing and able to buy real estate on the
owners terms.
o A broker will be regarded as the procuring cause
of the sale as to be entitled to commission, if his
efforts are the foundation on which the
negotiations resulting a sale are begun. The
broker must be the efficient agent or the procuring
cause of the sale.
Factorage
- The compensation of a factor or commission agent
Ordinary commission
- Is the compensation for the sale of goods which are
placed in the agent’s possession or at his disposal
Guarantee commission
- Is the fee which is given in return for the risk that the
agent has to bear in the collection of credits
- Purpose of which is to compensate the agent for the risks
he will have to bear in the collection of the credit due to
the principal
Del credere agent
- He is the agent who guarantees payment of the
customer’s account in consideration of the commission
- May sue in his name for the purchase price in the event
of non-performance by the buyer
Agency couched in general terms
13
- One which is created in general terms and is deemed to
comprise only acts of administration
Acts of administration
- Acts which do not imply the authority to alienate for the
exercise of which an express power is necessary.
- Payment is an act of administration when it is made in the
ordinary course of management
- The making of customary gifts for charity or those made
to employees in the business managed by the agent are
considered acts of administration
Agency requiring special power of attorney
Special power of attorney
- An instrument in writing by which one person as a
principal, appoints another as his agent and confers upon
him the authority to perform certain specified acts or
kinds of acts on behalf of the principal with a primary
purpose to evidence agent’s authority to third parties with
whom the agent deals.
Intervention of a notary in the validity of an SPA
- General rule
o A power of attorney is valid although no notary
public intervened in its execution
- Exception
o When SPA is executed in a foreign country, it must
be certified and authenticated.
- The failure to have a SPA authenticated is not merely a
technicality it is a question of jurisdiction. Jurisdiction over
the person of the real party-in-interest was never
acquired by the courts.
Special power of attorney is required to
- Create or convey real property rights over immovable
property
 - Enter into any contract by which the ownership of an
immovable is transmitted or acquired either gratuitously
or for a valuable consideration
- Lease any real property to another person for more than
a year
- Make such payments as are not usually considered as
acts of administration
- Obligate the principal as guarantor or surety
- Bind the principal to render some service without
compensation
- Bind the principal in a contract of partnership
- Ratify obligations contracted before the agency
- Accept or repudiate an inheritance
- Effect novation which put an end to obligations already in
existence at the time the agency was constituted
- Make gifts, excepts customary ones for charity or those
made to employees in the business managed by the
agent
- Compromise to submit questions to arbitration to
renounce the right to appeal from a judgement to waive
objections to the venue of an action or to abandon a
prescription already acquired
- Any other act of strict dominion
- Waive an obligation gratuitously
Limitations to a special power of attorney
- A special power to sell excludes the power to mortgage
- A special power to mortgage does not include the power
to sell
- A special power to compromise does not authorize
submission to arbitration
Agency by operation of law
Instances where an agency is created by operation of law
- When the agent withdraws from the agency for a valid
reason, he must continue to act until the principal has
14
had a reasonable opportunity to take the necessary steps
like the appointment of a new agent to remedy the
situation caused by the withdrawal
- In case a person declines an agency, he is bound to
observe the diligence of a good father of the family in the
custody and preservation of the goods forwarded to him
by the owner until the latter should appoint an agent
Rights and obligation of the principal
Obligations of the principal to the agent
- Comply with all obligation which the agent may have
contracted within the scope of his authority
- Advance to the agent should the latter so request, the
sums necessary for the execution of the agency
- Reimburse the agent for all advances made by him, even
if the business or undertaking was not successful,
provided the agent is free from fault
- Indemnify the agent for all damages which the execution
of the agency may have caused the latter without fault or
negligence on his part
- Pay the agent the compensation agreed upon or if no
compensation was specified the reasonable value of the
agent’s services.
Liability for the expenses incurred by the agent
- General rule
o Principal is liable for the expenses incurred by the
agents
- Exception
 o If the agent acted in contravention of the
principal’s instructions, unless principal should
wish to avail himself of the benefits derived from
the contract
o When the expenses were due to the fault of the
agent
o When the agent incurred them with knowledge that
an unfavorable result would ensue if the principal
was not aware thereof
o When it was stipulated that the expenses would be
borne by the agent or that the latter would be
allowed only a certain sum.
Liability for the contracts entered by the agent
- General rule
o The principal must comply with all the obligations
which the agent may have contracted within the
scope of his authority
- Exception
o Where the agent exceeded his authority
- Exception to the exception
o When the principal ratifies it expressly or tacitly
- Even if the agent has exceeded his authority, the
principal is solidarily liable with the agent if the former
allowed the latter to act as though he had full powers
Liability for tort committed by the agent
- General rule
o Where the fault or crime committed by the agent is
not in the performance of an obligation of the
principal, the latter is not bound by then illicit acts
of the agent, even if it is done in connection with
the agency
- Exception
o Where the tort was committed by the agent
because of defective instructions from the principal
15
due to lack of necessary vigilance or supervision
on his part
o When the tort consists in the performance of an
act which is within the powers of an agent but
becomes criminal only because of the manner in
which the agent has performed it; the principal is
civilly liable to third persons who acted in good
faith.
Ratification
- Is the adoption or affirmance by a person of a prior act
which did not bind him, but which has done or professed
to be done on his account thus giving effect to the acts as
if originally authorized
- Conditions for ratification
o The principal must have the capacity and power to
ratify
o He must had knowledge or had reason to know of
material or essential facts about the transaction
o He must ratify the acts in its entirety
o The act must be capable of ratification
o The act must be done in behalf of the principal.
Irrevocable agency
- General rule
o Agency is revocable at will by the principal
- Exception
o An agency is irrevocable if
 A bilateral contract depends upon it
 It is the means of fulfilling an obligation
already contracted
 Partner is appointed manager and his
removal from the management is
unjustifiable
 It has been constituted in the common
interest of the principal and the agent or in
 the interest of a third person who has o Agency is coupled with an interest in the subject
accepted the stipulation in his favor matter of the agency
 Stipulation pour atrui
- Exception to the exception
o When the agent acts to defraud the principal Kinds of revocation
- Revocation may either be express or implied
Modes of extinguishment
- Revocation A contract of agency is impliedly revoked when the principal
- Withdrawal of the agent - Appoints a new agent for the same business or
- Death, civil interdiction, insanity of insolvency of the transaction
principal or of the agent - Directly manages the business entrusted to the agent
- Dissolution of the firm or corporation which entrusted or - After granting GPA to an agent, grants a SPA to another
accepted the agency agent which results in the revocation of the GPA as
- Accomplishment of the object or purpose of the agency regards to the special matter involved in the SPA.
- Expiration of the period for which the agency was - SPA is not revoked by a subsequent GPA given to
constituted another agent, unless the GPA refers also to the acts
authorized under the SPA.
Agency may be terminated by
- Agreement Necessity of notice of revocation
- The subsequent acts of the parties which may be either - As to the agent
o By the acts of both parties or by mutual consent o Express notice is not always necessary
o By unilateral act of one of them o Sufficient notice if the party be notified actually
- Operation of law knows or has reason to know, a fact indicating that
his authority has been terminated/suspended
Heirs continuing the contract of agency o Revocation without notice to the agent will not
- General rule render invalid an act done in pursuance of the
o Heirs cannot continue the contract of agency authority.
 The agency calls for personal services on - As to third persons
the part of the agent since it is founded on a o Express notice is necessary
fiduciary relationship, rights and obligations  As to former customers
intransmissible  Actual notice must be given to them
- Exceptions because they always assume the
o Agency by operation of law or a presumed or tacit continuance of the agency
agency relationship
 As to other persons
 Notice by publication is enough.
16
 o Implied revocation of the previous agency when
the principal appoints a new agent for the same
business or transaction, provided, there is
incompatibility. But the revocation does not
become effective as between the principal and the
agent until it is some way communicated to the
latter.
Effect of the direct management by the principal
- General rule
o Agency is revoked for there would no longer be
any basis for the representation previously
conferred. But the principal must act in good faith
and not merely to avoid his obligation to the agent
- Exception
o The only desire of the principal is for him and the
agent to manage the business together
When the agent can withdraw from the agency
- The agent may renounce or withdraw from the agency at
any time, without the consent of the principal, even in
violation of the latter’s contractual rights, subject to
liability for breach of contract or for tort.
- Duties and responsibilities of the withdrawing agent
o If the principal should suffer damage by reason of
withdrawal by the agent, the latter must indemnify
the principal therefor, unless the agent should
base his withdrawal upon the impossibility of
continuing the performance of the agency without
grave detriment to himself
o The agent must continue to act until the principal
has had reasonable opportunity to take the
17
necessary steps to meet the situations, even if
should withdraw from the agency.
Kinds of withdrawal
- Without just cause
o The law imposes upon the agent the duty to give
due notice to the principal and to indemnify the
principal should the latter suffer damage by reason
of such withdrawal
- With just cause
o If the agent withdraws from the agency for a valid
reason, as when the withdrawal is based on the
impossibility of continuing with the agency without
grave detriment to himself or is due to a fortuitous
event, the agent cannot be held liable.
Death of principal to the contract of agency
- General rule
o The agency is terminated by the death of the
principal even if the agency is for a definite period.
- Exception
o If it has been constituted in common interest of the
principal and the agent or in the interest of the
third person who accepted the stipulations in his
favor.
o Anything done by the agent, without the
knowledge of the death of the principal or on any
other cause which extinguishes the agency is valid
and shall be fully effective with respect to third
person who may have contracted with him in good
faith.
- Death of the principal extinguished the agency, but in the
same way that revocation of the agency does not
prejudice third persons who have dealt with the agent in
good faith without notice of the revocation, such third
persons are protected where it is not shown that the
agent had knowledge of the termination of the agency
 because of the death of the principal or of any other
cause which extinguishes the agency.
- Agent is bound by his acceptance to carry out the agency
and is liable for the damages which, through his non-
performance, the principal may suffer. He must also finish
the business already began on the death of the principal,
should delay entail any danger.
o Where the principal and agent are in close daily
contract, the agent’s authority to act will not
terminate upon a change of circumstances if the
agent knows the principal is aware of the change
and does not give him new instructions.

Death of an agent
- If the agent dies, his heirs must notify the principal
thereof, and in the meantime adopt such measures as
the circumstances may demand in the interest of the
latter.

Sale of the land by the agent after the death of the principal
- Valid and effective if
o That the agent acted without the knowledge of the
death of the principal
o That the third person who contracted with the
agent himself acted in good faith.

Good faith
- Third person was not aware of the death of the principal
at the time he contracted with the said agent.

Change of circumstances surrounding the transaction

- General rule
o The authority of the agent is terminated
- Exceptions
o If the original circumstances are restored within a
reasonable period of time, the agent’s authority
may be revived
o Where the agent has reasonable doubts as to
whether the principal would desire him to act, his
authority will not be terminated if he acts
reasonable
18
 Title X
Agency
Chapter 1
Nature, Form and Kinds of Agency
1868
- By the contract of agency a person binds himself to
render some service or to do something in representation
or on behalf of another, with the consent or authority of
the latter.
1869
- Agency may be express or implied from the acts of the
principal, from his silence or lack of action or his failure to
repudiate the agency, knowing that another person is
acting on his behalf without authority.
- Agency may be oral, unless the law requires a specific
form
1870
- Acceptance by the agent may also be express or implied
from his acts which carry out the agency, or from his
silence or inaction according to the circumstances.
1871
- Between persons who are present, the acceptance of the
agency may also be implied if the principal delivers his
power of attorney to the agent and the latter receives it
without any objection.
1872
- Between persons who are absent, the acceptance of the
agency cannot be implied from the silence of the agent
- Except
19
o When the principal transmits his power of attorney
to the agent, who receives it without any objection
o When the principal entrusts to him by letter or
telegram a power of attorney with respect to the
business in which he is habitually engaged as an
agent and he did not reply to the letter or telegram.
1873
- If a person specially informs another or states by public
advertisement that he has given a power of attorney to a
third person, the latter thereby becomes a duly
authorized agent, in the former case with respect to the
person who received the special information, and in the
latter case with regard to any person.
- The power shall continue to be in full force until the notice
is rescinded in the same manner in which it was given
1874
- When a sale of a piece of land or any interest therein is
through an agent, the authority of the latter shall be in
writing, otherwise, the sale shall be void
1875
- Agency is presumed to be for a compensation, unless
there is proof of the contrary
1876
- An agency is either general or special
- General agency comprises all the business of the
principal
- Special agency comprises one or more specific
transactions
1877
 - An 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 such
acts as he may consider appropriate or even though the
agency should authorize a general and unlimited
management
o To create or convey real rights over immovable
property; 
o To accept or repudiate an inheritance; 
o To ratify or recognize obligations contracted before
the agency; 
o Any other act of strict dominion

1878 1879
- The special power of attorney are necessary in the - A special power to sell excludes the power to mortgage,
following cases and a special power to mortgage does not include the
o To make such payments as are not usually power to sell
considered as acts of administration; 
o To effect novations which put an end to obligations
already in existence at the time the agency was
constituted;  1880
o To compromise, to submit questions to arbitration, - A special power to compromise does not authorize
to renounce the right to appeal from a judgment, to submission to arbitration
waive objections to the venue of an action or to
abandon a prescription already acquired;  1881
o To waive any obligation gratuitously;  - The agent must act within the scope of his authority. He
o To enter into any contract by which the ownership may do such acts as may be conducive to the
of an immovable is transmitted or acquired either accomplishment of the purpose of the agency
gratuitously or for a valuable consideration; 
o To make gifts, except customary ones for charity 1882
or those made to employees in the business - The limits of the agent’s authority shall not be considered
managed by the agent;  exceeded should it have been performed in a manner
o To loan or borrow money, unless the latter act be more advantageous to the principal than that specified by
urgent and indispensable for the preservation of him
the things which are under administration; 
o To lease any real property to another person for 1883
more than one year;  - If an agent acts in his own name, the principal has no
o To bind the principal to render some service right of action against the persons with whom the agent
without compensation;  has contracted; neither have such persons against the
o To bind the principal in a contract of partnership;  principal.
o To obligate the principal as a guarantor or surety;  - In such case the agent is the one directly bound in favor
of the person with whom he has contracted, as if the
20
 transaction were his own, except when the contract
involves things belonging to the principal.
- The provisions of this article shall be understood to be
without prejudice to the actions between the principal and
agent

21
 Chapter 2
Obligations of the Agent
1884
- The agent is bound by his acceptance to carry out the
agency and is liable for the damages which, through his
non-performance, the principal may suffer
- He must also finish the business already begun on the
death of the principal, should delay entail any danger.
1885
- In case a person declines an agency, he is bound to
observe the diligence of a good father of a family in the
custody and preservation of the goods forwarded to him
by owner until the latter should appoint an agent or take
charge of the goods
1886
- Should there be a stipulation that the agent shall advance
the necessary funds, he shall be bound to do so except
when the principal is insolvent
1887
- In the execution of the agency, the agent shall act in
accordance with the instructions of the principal
- In default thereof, he shall do all that a good father of a
family would do, as required by the nature of the
business.
1888
- An agent shall not carry out an agency if its execution
would manifestly result in loss or damage to the principal
1889
- The agent shall be liable for damages if, there being a
conflict between his interest and those of the principal, he
should prefer his own.
22
1890
- If the agent has been empowered to borrow money, he
may himself be the lender at the current rate of interest.
- If he has been authorized to lend money at interest, he
cannot borrow it without the consent of the principal.
1891
- Every agent is bound to render an account of his
transaction and to deliver to the principal whatever he
may have received by virtue of the agency, even though
it may not be owing to the principal
- Every stipulation exempting the agent from the obligation
to render an account shall be void.
1892
- The agent may appoint a substitute if the principal has
not prohibited him from doing so, but he shall be
responsible for the acts of the substitute
o When he was not given the power to appoint one
o When he was given such power but without
designating the person, and the person appointed
was notoriously incompetent or insolvent
- All acts of the substitute appointed against the prohibition
of the principal shall be void.
1893
- In the cases mentioned in nos. 1 and 2 of article 1892,
the principal may furthermore bring an action against the
substitute with respect to the obligations which the latter
has contracted under the substitution.
1894
- The responsibility of two or more agents even though
they have been appointed simultaneously, is not solidary,
if solidarity has not been expressly stipulated
1895
- If solidarity has been agreed upon, each of the agents is
responsible for the non-fulfillment of agency and for the
fault or negligence of his fellow agents, except in the
 latter case when the fellow agents acted beyond the
scope of their authority
1896
- The agent owes interest on the sums he has applied to
his own use from the fay on which he did so and on those
which he still owes after the extinguishment of the agency
1897
- The agent who acts as such is not personally liable to the
party with whom he contracts, unless he expressly binds
himself or exceeds the limits of his authority without
giving such party sufficient notice of his powers
1898
- If the agent contracts in the name of the principal
exceeding the scope of his authority and the principal
does not ratify the contract, it shall be void if the party
with whom the agent contracted is aware of the limits of
the powers granted by the principal. In this case,
however, the agent is liable if he undertook to secure the
principal’s ratification
1899
- If a duly authorized agent acts in accordance with the
orders of the principal, the latter cannot set up the
ignorance of the agent as to circumstances whereof he
himself was or ought to have been aware
1900
- So far as third persons are concerned, an act is deemed
to have been performed within the scope of the agent's
authority, if such act is within the terms of the power of
attorney, as written, even if the agent has in fact
exceeded the limits of his authority according to an
understanding between the principal and the agent.
1901
- A third person cannot set up the fact that the agent has
exceeded his powers, if the principal has ratified, or has
signified his willingness to ratify the agent’s acts.
23
1902
- A third person with whom the agent wishes to contract on
behalf of the principal may require the presentation of the
POA or the instructions as regards the agency. Private or
secret orders and instructions of the principal do not
prejudice third persons who have relied upon the power
of attorney or instructions shown them.
1903
- The commission agent shall be responsible for the goods
received by him in the terms and conditions and as
described in the consignment. Unless upon receiving
them he should make a written statement of the damage
and deterioration suffered by the same
1904
- The commission agent who handles goods of the same
kind and mark, which belong to different owners, shall
distinguish them by countermarks, and designate the
merchandise respectively belonging to each other.
1905
- The commission agent cannot without the express or
implied consent of the principal, sell on credit. Should he
do so, the principal may demand from him payment in
cash, but the commission agent shall be entitled to any
interest or benefit which may result from such sale.
1906
- Should the commission agent, with authority of the
principal, sell on credit, he shall so inform the principal,
with a statement of the name of the buyers. Should he fail
to do so, the sale shall be deemed to have been made for
cash insofar as the principal is concerned.
1907
- Should the commission agent receive on sale, in addition
to the ordinary commission, another called a guarantee
commission, he shall bear the risk of collection and shall
pay the principal the proceeds of the sale on the same
terms agreed upon with the purchaser.
1908
- The commission agent who does not collect the credits of
his principal at the time when they become due and
demandable shall be liable for damages, unless he
proves that he exercised due diligence for thar purpose.
1909
- The agent is responsible not only for fraud, but also for
negligence, which shall be judged with more or less rigor
by the courts, according to whether the agency was or
was not for a compensation.

24
 Chapter 3
Obligations of the principal
1910
- The principal must comply with all the obligations which
the agent may have contracted within the scope of his
authority.
- As for any obligation wherein the agent has exceeded his
power, the principal is not bound except when he ratifies
it expressly or tacitly.
1911
- Even when the agent has exceeded his authority, the
principal is solidarily liable with the agent if the former
allowed the latter to act as though he had full powers.
1912
- The principal must advance to the agent, should the latter
request, the sums necessary for the execution of the
agency.
- Should the agent have advanced them, the principal must
reimburse him therefor, even if the business or
undertaking was not successful, provided the agent is
free from fault.
- The reimbursement shall include interest on the sums
advanced, from the day on which the advance was made.
1913
- The principal must also indemnify the agent for all the
damages which the execution of the agency may have
caused the latter, without fault or negligence on his part.
1914
- The agent may retain in pledge the things which are the
object of the agency until the principal effects the
reimbursement and pays indemnity set forth in the two
preceding article.
1915
- If two or more persons have appointed an agent for a
common transaction or undertaking, they shall be
25
solidarily liable to the agent for all the consequences of
the agency.
1916
- When two or more persons contract with regard to the
same thing, one of them with the agent and the other with
the principal and the two contracts are incompatible with
each other, that of prior date shall be preferred, without
prejudice to the provisions of article 1544.
1917
- In the case, referred to in the preceding article, if the
agent has acted in good faith, the principal shall be liable
in damages to the third person whose contract must be
rejected. If the agent acted in bad faith, he alone shall be
responsible.
1918
- The principal is not liable for the expenses incurred by
the agent in the following cases
o If the agent acted in contravention of the
principal's instructions, unless the latter should
wish to avail himself of the benefits derived from
the contract;
o When the expenses were due to the fault of the
agent; 
o When the agent incurred them with knowledge that
an unfavorable result would ensue, if the principal
was not aware thereof; 
o 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
- Agency is extinguished by
o Revocation
o Withdrawal of the agent
o Death, civil interdiction, insanity or insolvency of
the principal or the agent
o Dissolution of the firm or corporation which
entrusted or accepted the agency
o Accomplishment of the object or purpose of the
agency
o Expiration of the period for which the agency was
constituted
1920
- The principal may revoke the agency at will, and compel
the agent to return the document evidencing the agency.
Such revocation may be express or implied.
1921
- If the agency has been entrusted for the purpose of
contracting with specified persons, its revocation shall not
prejudice the latter if they were not given notice thereof.
1922
- If the agent had general powers, revocation of the agency
does not prejudice third persons who acted in good faith
and without knowledge of the revocation. Notice of the
revocation in a newspaper of general circulation is a
sufficient warning to third persons
1923
- The appointment of a new agent for the same business
or transaction revokes the previous agency from the day
on which notice thereof was given to the former agent,
without prejudice to the provisions of the two preceding
articles.
1924
26
- The agency is revoked if the principal directly manages
the business entrusted to the agent, dealing directly with
third persons. 
1925
- When two or more principals have granted a power of
attorney for a common transaction, any one of them may
revoke the same without the consent of the others.
1926
- A general power of attorney is revoked by a special one
granted to another agent, as regards the special matter
involved in the latter
1927
- An agency cannot be revoked if a bilateral contract
depends upon it, or if it is the means of fulfilling an
obligation already contracted, or if a partner is appointed
manager of a partnership in the contract of partnership
and his removal from the management is unjustifiable.
1928
- The agent may withdraw from the agency by giving due
notice to the principal. If the latter should suffer any
damage by reason of the withdrawal, the agent must
indemnify him therefor, unless the agent should base his
withdrawal upon the impossibility of continuing the
performance of the agency without grave detriment to
himself. 
1929
- The agent, even if he should withdraw from the agency
for a valid reason, must continue to act until the principal
has had reasonable opportunity to take the necessary
steps to meet the situation.
1930
- The agency shall remain in full force and effect even after
the death of the principal, if it has been constituted in the
common interest of the latter and of the agent, or in the
 interest of a third person who has accepted the - Doctrine of apparent authority
stipulation in his favor. - Agency by estoppel
1931
- Anything done by the agent, without knowledge of the
death of the principal or of any other cause which
extinguishes the agency, is valid and shall be fully
effective with respect to third persons who may have
contracted with him in good faith
1932
- If the agent dies, his heirs must notify the principal
thereof, and in the meantime adopt such measures as
the circumstances may demand in the interest of the
latter nature, concept and purpose

agency as a contract
- Definition
- Essential requisites and elements
o Manifestation of consent/mandate
o Manifestation of acceptance
- Purpose and characteristics
- Fiduciary character
- Representative character
Agency as distinguished from other forms of contracts
- Partnership
- Lease of work or service
- Independent contractor
- Negotorium gestio
- Loan
- Sale
- Broker
Kinds of contract of agency
- As to manner of creation
- As to character
- As to extent
- As to scope of authority

27