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LAW ON AGENCY – Chapter 1

Nature, Form and Kinds of Agency Pares to the contract.

Arcle 1868. By the contract of agency a person binds (1) Principal. — one whom the agent represents
himself to render some service or to do something in and from whom he derives his authority; he is
representaon or on behalf of another, with the consent the person Represented.
or authority of the laer.
(2) Agent. — one who acts for and represents
another; he is the person acng in a
representave capacity.
Concept of agency.

Agency is a fiduciary relaonship which implies a power

in an agent to contract with a third person on behalf of Essenal elements of agency.
a principal. It is this power to eect the principal’s
(1) There is consent, express or implied, of the pares
contractual relaons with third persons that
to establish the relaonship;
dierenates the agent from the employee, the servant,
and the independent contractor. (2) The object is the execuon of a juridical act in
relaon to third persons;
Agency, properly speaking, relates to commercial or
business transacons. Agency relaonship may also (3) The agent acts as a representave and not for
arise in non-business situaons, as for example, a himself; and
person returns an arcle to a lender for a borrower-
friend. (4) The agent acts within the scope of his authority.

In addion, the pares must be competent to act as

principal and agent. (infra.) Consideraon is not
Characteriscs of a contract of agency. required.
The contract of agency is:

(1) consensual, because it is based on the agreement of
the pares which is perfected by mere consent;
(2) principal, because it can stand by itself without need
of another contract;
(3) nominate, because it has its own name;
(4) unilateral, if it is gratuitous because it creates
obligaons for only one of the pares, i.e., the agent; or
bilateral, if it is for compensaon because it gives rise to
reciprocal rights and obligaons; and
(5) preparatory, because it is entered into as a means to
an end, i.e., the creaon of other transacons or
contracts.
Acts that may be/not be delegated to agents.
General Rule: what a man may do in person, he may do
thru another. Thus, a stockholder may delegate to
another his right to inspect the books of the corporaon
because this is an act which he can lawfully do
personally.
Excepons:
 Personal Acons
 Criminal Acts or acts not allowed by law.
1) Loan
2) Lease of service

3) Independent contract
Nature, basis, and purpose of agency. 4) Partnership
(1) Nature. — Since agency is a contract, it is essenal 5) Negoorium geso
that the minds of the pares should meet in making it.
(COC) 6) Brokerage

(2) Basis. — Agency is also a representave relaon. 7) Sales

The agent renders some service or does something “in
representaon or on behalf of another.”
Arcle 1869. Agency may be express, or implied from
(3) Purpose. — The purpose of agency is to extend the the acts of the principal, from his silence or lack of
personality of the principal through the facility of the acon, or his failure to repudiate the agency, knowing
agent to render some service to do or something.

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that another person is acng on his behalf without
authority.
Agency may be oral, unless the law requires a specific
form.
Kinds of agency.
Agency may be classified as follows:
(1) As to manner of its creaon:
(a) express. — one where the agent has been actually
authorized by the principal, either orally or in wring
(Art. 1869.); or
(b) implied. — one which is implied from the acts of the
principal, from his silence or lack of acon, or his failure
to repudiate the agency knowing that another person is
acng on his behalf without authority (Ibid.), or from
the acts of the agent which carry out the agency, or
from his silence or inacon according to the
circumstances. (Art. 1870.) An implied agency is an
actual agency as much as an express agency.
(2) As to its character:
(a) gratuitous. — one where the agent receives no
compensaon for his services (Art. 1875.); or
(b) compensated or onerous. — one where the agent
receives compensaon for his services.
(3) As to extent of business covered:
(a) general. — one which comprises all the business of
the principal (Art. 1876.); or
(b) special. — one which comprises one or more specific
transacons. (Ibid.)
(4) As to authority conferred:
(a) couched in general terms. — one which is created in
general terms and is deemed to comprise only acts of
administraon (Art. 1877.); or
(b) couched in specific terms. — one authorizing only
the performance of a specific act or acts. (see Art.
1878.)
(5) As to its nature and eects:
(a) ostensible or representave. — one where the agent
acts in the name and representaon of the principal
(Art. 1868.); or
(b) simple or commission. — one where the agent acts
in his own name but for the account of the principal.
Arcle 1870. Acceptance by the agent may also be
express, or implied from his acts which carry out the
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agency, or from his silence or inacon according to the
circumstances.
Arcle 1871. Between persons who are present, the
acceptance of the agency may also be implied if the
principal delivers his power of aorney to the agent and
the laer receives it without any objecon.
Arcle 1872. Between persons who are absent, the
acceptance of the agency cannot be implied from the
silence of the agent, except:
(1) When the principal transmits his power of aorney
to the agent, who receives it without any objecon;
(2) When the principal entrusts to him by leer or
telegram a power of aorney with respect to the
business in which he is habitually engaged as an agent,
and he did not reply to the leer or telegram.
Arcle 1873. If a person specially informs another or
states by public adversement that he has given a
power of aorney to a third person, the laer thereby
becomes a duly authorized agent, in the former case
with respect to the person who received the special
informaon, and in the laer case with regard to any
person.
The power shall connue to be in full force unl the
noce is rescinded in the same manner in which it was
given.
Communicaon of existence of agency.
There are two ways of giving noce of agency with
dierent eects:
(1) If by special informaon (e.g., by leer), the person
appointed as agent is considered such with respect to
the person to whom it was given.
(2) If by public adversement, the agent is considered as
such with regard to any person. Public adversement
may be made in any form — through the newspaper,
radio, etc. and by posters or billboards.
In either case, the agency is deemed to exist whether
there is actually an agency or not.
Manner of revocaon of agency.
The power of aorney must be revoked in the same
manner in which it was given.
EXAMPLE:
P especially informs X that he has given A a power of
aorney. With respect to X, A thereby becomes a duly
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authorized agent of P. To rescind the power of aorney,
P must give noce in the same manner in which he was
given, namely, by special informaon to X.
Public adversement is not sufficient unless X has actual
knowledge of the revocaon. But if P makes known the
appointment of A by public adversement, terminaon
of the agency by special informaon to X or by public
adversement is eecve against him.
Arcle 1874. When a sale of a piece of land or any
interest therein is through an agent, the authority of the
laer shall be in wring; otherwise, the sale shall be
void.
Arcle 1875. Agency is presumed to be for a
compensaon, unless there is proof to the contrary.
Arcle 1876. An agency is either general or special. The
former comprises all the business of the principal. The
laer, one or more specific transacons.
General and special agencies.
The disncon here is based on the scope of the
business covered. A general agency must not be
confused with one couched in general terms (Art. 1877.)
which is a special agency when it involves only one or
more specific transacons. (Art. 1876.)
Classes and kinds of agents.
According to the nature and extent of their authority
agents have been classified into:
(1) A universal agent is one employed to do all acts
that the principal may personally do, and which
he can lawfully delegate to another the power
of doing.
(2) A general agent is one employed to transact all
the business of his principal, or all business of a
parcular kind or in a parcular place, or in
other words, to do all acts, connected with a
parcular trade, business, or employment.
(3) A special or parcular agent is one authorized to
act in one or more specific transacons, or to do
one or more specific acts, or to act upon a
parcular occasion.
Special types of agents.
The more common special types of agents are the
following:
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(1) Aorney at law, or one whose business is to
represent clients in legal proceedings;
(2) Auconeer, or one whose business is to sell property
for others to the highest bidder at a public sale;
(3) Broker, or one whose business is to act as
intermediary between two other pares such as
insurance broker and real estate broker;
(4) Factor (synonymous with commission merchant), or
one whose business is to receive and sell goods for a
commission, being entrusted with the possession of the
goods involved in the transacon. (see Art. 1903.);
(5) Cashier in bank, or one whose business is to
represent a banking instuon in its financial
transacons; and;
(6) Aorney-in-fact is one who is given authority by his
principal to do a parcular act not of a legal character.
The term is, in loose language, used to include agents of
all kinds, but in its strict legal sense, it means an agent
having a special authority created by deed.
Arcle 1877. An agency couched in general terms
comprises only acts of administraon, 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.
Agency couched in general terms.
As to the extent of the power conferred, agency may be
couched in general terms (Art. 1877.) or couched in
specific terms. (Art. 1878.)
An agency couched in general terms may be a general
agency (Art. 1876, par. 1.) or a special agency. (Ibid., par.
2.) It includes only acts of administraon and an express
power is necessary to perform any act of strict
ownership (Art. 1878.), even if the principal states that:
(1) he withholds no power, or that
(2) the agent may execute such acts as he may
consider appropriate, or that
(3) he authorizes a general or unlimited
management. (Art. 1877.)
Arcle 1878. Special powers of aorney are necessary
in the following cases: legal document that grants a chosen
individual—the agent or attorney-in-fact—
the authority to perform specific actions
on behalf of another person, the principal
or grantor
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(1) To make such payments as are not usually
considered as acts of administraon;
(2) To eect novaons which put an end to obligaons
already in existence at the me the agency was
constuted;
(3) To compromise, to submit quesons to arbitraon,
to renounce the right to appeal from a judgment, to
waive objecons to the venue of an acon or to
abandon a prescripon already acquired;
(4) To waive any obligaon gratuitously;
(5) To enter into any contract by which the ownership of
an immovable is transmied or acquired either
gratuitously or for a valuable consideraon;
(6) To make gis, except customary ones for charity or
those made to employees in the business managed by
the agent;
(7) To loan or borrow money, unless the laer act be
urgent and indispensable for the preservaon of the
things which are under administraon;
(8) To lease any real property to another person for
more than one year;
(9) To bind the principal to render some service without
compensaon;
(10) To bind the principal in a contract of partnership;
(11) To obligate the principal as a guarantor or surety;
(12) To create or convey real rights over immovable
property;
(13) To accept or repudiate an inheritance;
(14) To rafy or recognize obligaons contracted before
the agency;
(15) Any other act of strict dominion.
Arcle 1879. A special power to sell excludes the power
to mortgage; and a special power to mortgage does not
include the power to sell.
Arcle 1880. A special power to compromise does not
authorize submission to arbitraon.
Arcle 1881. The agent must act within the scope of his
authority. He may do such acts as may be conducive to
the accomplishment of the purpose of the agency.
Arcle 1882. The limits of the agent's authority shall not
be considered exceeded should it have been performed
in a manner more advantageous to the principal than
that specified by him.
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Authority of an agent defined.
Authority is the power of the agent to aect the legal
relaons of the principal by acts done in accordance
with the principal’s manifestaon of consent to him. The
authority of the agent is the very essence — the sine
qua non — of the principal and agent relaonship.
This authority, unless it is otherwise agreed, includes
only authority to act for the benefit of the principal, and
the source of the authority is always the principal and
never the agent.
Authority disnguished from power.
(1) As to existence. — While “authority” and “power”
are oen used synonymously, the former may be
considered the source or cause, while the laer, the
eect. Thus, an agent granted authority by the principal
has thereby the “power” to act for him, which is taken
to mean “an ability on the part of the agent to produce
a change in a given legal relaon, by doing and not
doing a given act.”
The power of the agent is also the limitaon upon his
ability to bind the principal, for it is well-seled that an
agent binds his principal only as to acts within his actual
or apparent authority.
(2) As between an agent and a principal --- an act is
within the authority of the agent if it is not a violaon of
his duty to the principal, and it is within his power if he
has the legal ability to bind the principal to a third
person although the act constutes a violaon of his
duty to the principal.
(3) So far as third persons are concerned, no disncon
exists. An act within the power of the agent is deemed
within the scope of his authority even if the agent has,
in fact, exceeded the limits of his authority (See
examples under Arts. 1900 and 1911.), or he has no
authority whatever to do so as in the following cases:
Kinds of authority.
(1) Actual. — when it is actually granted, and it may be
express or implied. It is the authority that the agent
does, in fact, have. It results from what the principal
indicates to the agent;
(2) Express. — when it is directly conferred by words
(Art. 1869.);
(3) Implied. — when it is incidental to the transacon or
reasonably necessary to accomplish the main purpose
of the agency (Art. 1881.)
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(4) Apparent or ostensible. — when it is conferred by
words, conduct or even by silence of the principal
(5) General. — when it refers to all the business of the
principal (see Art. 1876.);
(6) Special. — when it is limited only to one or more
specific transacons (Ibid.); and
(7) Authority by necessity or by operaon of law. —
when it is demanded by necessity or by virtue of the
existence of an emergency. The agency terminates when
the emergency has passed.
When principal bound by act of agent.
The principal is, of course, liable to the agent if he
breaches his contractual or any other duty to the agent.
However, the more important quesons arising from the
relaonship relate to the principal’s liability to third
persons with whom the agent has dealt.
(1) Requisites. — In order that the principal may be
bound by the act of the agent as to third persons and as
to the agent himself, there are two requisites:
(a) The agent must act within the scope of his authority;
and
(b) The agent must act in behalf of the principal.
(2) Authority possessed by agent. — The principal is
bound by either actual or apparent authority (estoppel)
of the agent.
(3) Authority rafied by another (principal). — On
occasion, a person, who is in fact not an agent, may
make a contract on behalf of another, or he is an agent
but he has exceeded his powers. If the principal
subsequently approves or affirms the contract, an
agency relaonship is created by raficaon, and
neither the principal nor the third person can set up the
fact that the agent had no authority or exceeded his
powers.
Liability of principal/agent for acts of agent beyond his
authority or power.
(1) Principal. — As a general rule, the principal is not
bound by the acts of an agent beyond his limited
powers. In other words, third persons dealing with an
agent do so at their risk and are bound to inquire as to
the scope of his powers.
There are, however, four qualificaons whereby the
principal is held liable:
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(a) Where his (principal’s) acts have contributed to
deceive a third person in good faith;
(b) Where the limitaons upon the power created by
him could not have been known by the third person;
(c) Where the principal has placed in the hands of the
agent instruments signed by him in blank; and
(d) Where the principal has rafied the acts of the
agent. (see Art. 1901.)
(2) Agent. — The agent who exceeds his authority is
personally liable either to the principal or to the third
party, in the absence of raficaon by the principal.
(a) If the principal is liable to the third party on the
ground of apparent authority, the agent’s liability is to
the principal.
(b) If the principal is not liable to the third person
because the facts are such no apparent authority is
present, then the agent’s liability is to the third party.
(c) If the agent personally assumes responsibility for the
parcular transacon, if the principal defaults he, in
eect, also becomes obligated as a co-principal.
Arcle 1883. If an agent acts in his own name, the
principal has no right of acon against the persons with
whom the agent has contracted; neither have such
persons against the principal.
In such case the agent is the one directly bound in favor
of the person with whom he has contracted, as if the
transacon were his own, except when the contract
involves things belonging to the principal.
The provisions of this arcle shall be understood to be
without prejudice to the acons between the principal
and agent.
Kinds of principal.
The principal may be disclosed, parally disclosed, or
undisclosed.
(1) Disclosed principal. — if at the me of the
transacon contracted by the agent, the other party
thereto has known that the agent is acng for a
principal and of the principal’s identy. This is the usual
type of agency.
(2) Parally disclosed principal. — if the other party
knows or has reason to know that the agent is or may
be acng for a principal but is unaware of the principal’s
identy.
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(3) Undisclosed principal. — if the party has no noce of
the fact that the agent is acng as such for a principal.

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Obligaons of the agent
Arcle 1884. The agent is bound by his acceptance to
carry out the agency, and is liable for the damages
which, through his nonperformance, the principal may
suer.
He must also nish the business already begun on the
death of the principal, should delay entail any danger.
Obligaons, in general, of agent to principal.
(1) Good faith and loyalty to his trust, agent’s rst duty.
(2) Obedience to principal’s instrucon.
(3) Exercise of reasonable care.
Specific obligaons of agent to principal.
(1) To carry out the agency which he has accepted;
(2) To answer for damages which through his
performance the principal may suer (Ibid.);
(3) To nish the business already begun on the death of
the principal should delay entail any danger (Ibid.);
(4) To observe the diligence of a good father of a family
in the custody and preservaon of the goods forwarded
to him by the owner in case he declines an agency, unl
an agent is appointed (Art. 1885.);
(5) To advance the necessary funds should there be a
spulaon to do so (Art. 1886.);
(6) To act in accordance with the instrucons of the
principal, and in default thereof, to do all that a good
father of a family
would do (Art. 1887.);
(7) Not to carry out the agency if its execuon would
manifestly result in loss or damage to the principal (Art.
1888.);
(8) To answer for damages if there being a conflict
between his interests and those of the principal, he
should prefer his own
(Art. 1889.);
(9) Not to loan to himself if he has been authorized to
lend money at interest (Art. 1890.);
(10) To render an account of his transacons and to
deliver to the principal whatever he may have received
by virtue of the agency (Art. 1891.);
(11) To disnguish goods by countermarks and
designate the merchandise respecvely belonging to
each principal, in the case of a commission agent who
handles goods of the same kind and mark, which belong
to dierent owners (Art. 1904.);
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(12) To be responsible in certain cases for the acts of the
substute appointed by him (Art. 1892.);
(13) To pay interest on funds he has applied to his own
use (Art. 1896.);
(14) To inform the principal, where an authorized sale of
credit has been made, of such sale (Art. 1906.);
(15) To bear the risk of collecon, should he receive also
on a sale, a guarantee commission (Art. 1907.);
(16) To indemnify the principal for damages for his
failure to collect the credits of his principal at the me
that they become due (Art. 1908.); and
(17) To be responsible for fraud or negligence. (Art.
1909.)
Arcle 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 preservaon of the goods
forwarded to him by the owner unl the laer should
appoint an agent or take charge of the goods.
Arcle 1886. Should there be a spulaon that the
agent shall advance the necessary funds, he shall be
bound to do so except when the principal is insolvent.
principal is not liable for the expenses incurred by the agent
Arcle 1887. In the execuon of the agency, the agent
shall act in accordance with the instrucons 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.
Instrucons (of principal) defined.
Instrucons are private direcons which the principal
may give the agent in regard to the manner of
performing his dues 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.
Instrucons disnguished from authority.
limitation of the agent’s power to represent the principal.
(1) Authority (see Arts. 1881, 1882.), the sum total of
the powers commied or permied to the agent by the
principal, may be limited in scope and such limitaons
are themselves a part of the authority, but instrucons
direct the manner of transacng the authorized
business and contemplates only a private rule of
guidance to the agent and are independent and disnct
in character;
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(2) Authority relates to the subject with which the agent
is empowered to deal or the kind of business or
transacons upon which he is empowered to act, while
instrucons refer to the manner or mode of his acon
with respect to maers which in their substance are
within the scope of permied acon;
(3) Limitaons of authority are operave as against
those who have or are charged with knowledge of them
(see Art. 1900.), while instrucons liming the agent’s
authority are without signicance as against those
dealing with the agent with neither knowledge nor
noce of them; (see Art. 1902.) and
(4) Authority is contemplated to be made known to the
third person dealing with the agent, while instrucons
are not expected to be made known to those with
whom the agent deals.
(see 2 C.J.S. 1200-1202.)
Arcle 1888. An agent shall not carry out an agency if its
execuon would manifestly result in loss or damage to
the principal.
Arcle 1889. The agent shall be liable for damages if,
there being a conflict between his interests and those of
the principal, he should prefer his own.
EXAMPLES:
(1) P authorized A to buy specied goods. A must not
sell P goods belonging to him (A) without the full
knowledge and assent of P. Such sale is voidable
although the price may have been just. The reason is
that A’s obligaon to P requires him to buy at the lowest
possible price while his self-interest prompts him to sell
at the highest price obtainable. P, however, may elect to
rafy the sale.
(2) Similarly, if P authorized A to sell goods, A must not
sell to himself either directly or indirectly. The reason is
that his duty to sell at the highest price for the principal
conflicts with his interest to buy at the lowest price
possible.
(3) P authorized A to sell specied goods for a certain
price. If A instead sells goods of the same kind and
quality belonging to him for the same price to B, A, is
liable for damages. He should not prefer his own
interests to those of P.
Arcle 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
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lend money at interest, he cannot borrow it without the
consent of the principal.
Arcle 1891. Every agent is bound to render an account
of his transacons 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 spulaon exempng the agent from the
obligaon to render an account shall be void.
EXAMPLES:
(1) P employs A as a full-me salesman. A must turn
over to P any overprice received by him for goods he is
to sell at a certain price. He may not make any prot out
of the agency beyond his spulated compensaon.
(2) In the same example, A also sold goods for B without
the knowledge of P. In this case, P is also entled to all
commissions or compensaon earned by A on sales of
B’s goods in violaon of the contract of agency.
Arcle 1892. The agent may appoint a substute if the
principal has not prohibited him from doing so; but he
shall be responsible for the acts of the substute:
(1) When he was not given the power to appoint one;
(2) When he was given such power, but without
designang the person, and the person appointed was
notoriously incompetent or insolvent.
All acts of the substute appointed against the
prohibion of the principal shall be void.
Arcle 1893. In the cases menoned in Nos. 1 and 2 of
the preceding arcle, the principal may furthermore
bring an acon against the substute with respect to
the obligaons which the laer has contracted under
the substuon.
Sub-agent defined.
A sub-agent is a person employed or appointed by an
agent as his agent, to assist him in the performance of
an act for the principal which the agent has been
empowered to perform.
Eects of substuon.
(1) Substuon prohibited. — When the substute
is appointed by the agent against the express
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LAW ON AGENCY – Chapter 2
prohibion of the principal, the agent exceeds
the limits of his authority. (Art. 1881.) The law
says that all acts of the substute in such a case
shall be void.
(2) Substuon authorized. — If in the contract of
agency, the agent is given the power to appoint
a substute and the principal did not designate
any parcular person to be appointed, the
substuon has the eect of releasing the agent
from his responsibility unless the person
appointed is notoriously incompetent or
insolvent.
(3) Substuon not authorized, but not prohibited.
— If the agent appoints a substute when he
was not given the power to appoint one (Ibid.,
No. 1.), the law recognizes the validity of the
substuon if the same is benecial to the
principal because the agency has thus been
executed in fulllment of its object.
EXAMPLE:
P authorized A to manage P’s business aairs during the
me that P was in the province. A allowed T to manage
the store for him.
(1) Is A responsible for damages caused by the acts of T?
Yes, if T was appointed by A against the prohibion of P
that he shall not entrust the management of the store
to another person; or he was not given the power to
appoint one; or he was given the power, but T is
“notoriously incompetent or insolvent.’’
No, if A was given the power and T was not “notoriously
incompetent or insolvent,” or T is the person designated
by P to be appointed as substute.
(2) Is the substuon valid? No, if A was prohibited by P
from appoinng a substute. Yes, if A was given the
power, or even if he was not given the power, there was
no prohibion imposed by P.
(3) Are the acts of T in the name of P valid? No, if T was
appointed by A against the prohibion of P or T acted
beyond the scope of his authority. (see Art. 1910.)
Arcle 1894. The responsibility of two or more agents,
even though they have been appointed simultaneously,
is not solidary, if solidarity has not been expressly
spulated.
Arcle 1895. If solidarity has been agreed upon, each of
the agents is responsible for the non-fulllment of
agency, and for the fault or negligence of his fellow
agents, except in the laer case when the fellow agents
acted beyond the scope of their authority.
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EXAMPLE:
A and B were appointed by P to manage the laer’s
business. Is A liable to P for damages in the amount of
P10,000.00 caused by the fault or negligence of B?
(1) The presumpon is that their responsibility is joint.
Hence, A is not liable. But if both A and B were at fault,
they shall be liable for P5,000.00 each.
(2) If solidarity has been agreed upon, P may recover
P110,000.00 either from A or B. If A pays P5,000.00, P
can sll go against A and B for the balance as long as the
enre amount has not been paid. (see Art. 1216.)
Arcle 1896. The agent owes interest on the sums he
has applied to his own use from the day on which he did
so, and on those which he sll owes aer the
exnguishment of the agency.
Arcle 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 sucient
noce of his powers.
When agent may incur personal liability.
(1) When the agent expressly binds himself, he
thereby obligates himself personally and by his
own act. Thus, the agent may be bound with the
third person when the laer, not having faith in
the nancial ability of the principal, enters into
the contract on condion that the agent’s
nancial ability is “back of it.”
(2) When the agent exceeds his authority, he really
acts without authority and, therefore, the
contract is unenforceable against the principal
unless the laer raes the act.
Arcle 1898. If the agent contracts in the name of the
principal, exceeding the scope of his authority, and the
principal does not rafy 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 racaon.
Eect where third person aware of limits of agent’s
powers.
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LAW ON AGENCY – Chapter 2
(1) If the agent acts in the name of the principal
(Art. 1883, par. 1.) and within the scope of his
authority (Art. 1881.), the agent assumes no
liability. The eect of the representaon is to
bind the principal as though he personally
entered into the contract.
(2) If the agent acts in excess of his authority, even
if he contracts in the name of the principal, the
agent is the one personally liable unless there is
subsequent racaon by the principal.
(3) The agent is not bound nor liable for damages in
case he gave noce of his powers to the person
with whom he has contracted (Art. 1897.) nor in
case such person is aware of the limits of the
powers granted by the principal. The eect is to
make the contract, which is unenforceable as
against the principal, void even as between the
agent and the third person, and consequently,
not legally binding as between them. However,
if the agent promised or undertook to secure
the principal’s racaon and failed, he is
personally liable. If the racaon is obtained,
then the principal becomes liable.
EXAMPLE:
If B, in the preceding example, knew that A was not
authorized to sell P’s car for P130,000.00, the sale is
void even as between A and B. However, if B bought the
car on the assurance of A that he would obtain the
consent of P, A would be liable in case of failure to
obtain such racaon.
If P’s consent is subsequently given, then there is
racaon and the sale will be binding on P. (see Art.
1901.)
Arcle 1899. If a duly authorized agent acts in
accordance with the orders of the principal, the laer
cannot set up the ignorance of the agent as to
circumstances whereof he himself was, or ought to have
been, aware.
Arcle 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 aorney, as wrien, even if the agent has
in fact exceeded the limits of his authority according to
an understanding between the principal and the agent.
Scope of agent’s authority as to third persons.
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Scope of agent’s authority includes not only the actual
authorizaon conferred upon the agent by his principal,
but also that which has apparently or impliedly been
delegated to him.
(1) Where authority not in wring. — Every person
dealing with an assumed agent is put upon an
inquiry and must discover upon his peril, if he
would hold the principal liable, not only the fact
of the agency but the nature and extent of
authority of the agent.
(2) Where authority in wring. — Nevertheless, if
the authority of the agent is in wring, such
person is not required to inquire further than
the terms of the wrien power of aorney.
EXAMPLE:
P gave A a wrien power of aorney wherein A is
authorized to sell P’s factory for such price and upon
such terms and condions as A may deem reasonable.
However, P and A had an understanding to the eect
that A should sell the factory for not less than P5 million
and for cash. A sold the factory to B on credit for
P4,500,000.00.
Under Arcle 1900, P is bound. As far as B is concerned,
A acted within the scope of his authority. Here, A has
the power to make the sale binding on P even though as
between them, A has no authority to make such sale.
Arcle 1901. A third person cannot set up the fact that
the agent has exceeded his powers, if the principal has
raed, or has signied his willingness to rafy the
agent's acts.
Arcle 1902. A third person with whom the agent
wishes to contract on behalf of the principal may
require the presentaon of the power of aorney, or
the instrucons as regards the agency. Private or secret
orders and instrucons of the principal do not prejudice
third persons who have relied upon the power of
aorney or instrucons shown them.
EXAMPLES:
(1) P employed A under a power of aorney to sell a
parcel of land for not less than P200,000.00. In this case,
A has no power to bind P by selling the property for less
than the specied amount to T. His statement to T that
he is authorized to sell at a lower price is not admissible
against P.
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LAW ON AGENCY – Chapter 2
(2) Suppose, in the same example, the authority given
to A is to sell at any reasonable price, with a secret
instrucon to keep the minimum price (P200,000.00)
secret. A sold the property to T at P180,000.00. T is not
bound by the secret instrucon of P who is bound by
the contract, his liability being based upon the apparent
authority of A. (see Art. 1900.)
Arcle 1903. The commission agent shall be responsible
for the goods received by him in the terms and
condions and as described in the consignment, unless
upon receiving them he should make a wrien
statement of the damage and deterioraon suered by
the same.
Factor or commission agent defined.
A factor or commission agent is one whose business is to
receive and sell goods for a commission (also called
factorage) and who is entrusted by the principal with
the possession of goods to be sold, and usually selling in
his own name. (See Art. 1868, re disncons between
commission agent and broker.) He may act in his own
name or in that of the principal.
An ordinary agent need not have possession of the
goods of his principal, while the commission agent must
be in possession.
Arcle 1904. The commission agent who handles goods
of the same kind and mark, which belong to dierent
owners, shall disnguish them by countermarks, and
designate the merchandise respecvely belonging to
each principal.
Arcle 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
entled to any interest or benet, which may result
from such sale.
Right of principal where sale on credit made without
authority.
A commission agent can sell on credit only with the
express or implied consent of the principal. If such sale
is made without authority, the principal is given two
alternaves:
(1) He may require payment in cash, in which case, any
interest or benet from the sale on credit shall belong
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to the agent since the principal cannot be allowed to
enrich himself at the agent’s expense; or
(2) He may rafy the sale on credit in which case it will
have all the risks and advantages to him
EXAMPLE:
P authorized A, his commission agent, to sell certain
merchandise for P20,000.00 cash. A sold the
merchandise to B on credit for P21,000.00.
P may demand the payment of P20,000.00 in cash.
Should A eventually collect P21,000.00 from B, A need
not turn over the overprice of P1,000.00 as he is
entled to it. (see Art. 1891.)
If P raed the sale on credit and B could pay only up to
P19,000.00, A is not liable for the dierence of
P2,000.00.
Arcle 1906. Should the commission agent, with
authority of the principal, sell on credit, he shall so
inform the principal, with a statement of the names 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.
EXAMPLE:
Suppose, in the preceding example, A was authorized by
P to sell on credit but he failed to so inform P with a
statement of the name of the buyer.
In this case, P may demand from A the payment of the
P20,000.00 in cash. As far as the buyer is concerned, the
sale is on credit and he is not liable to pay before the
arrival of the period agreed upon.
Arcle 1907. Should the commission agent receive on a
sale, in addion to the ordinary commission, another
called a guarantee commission, he shall bear the risk of
collecon and shall pay the principal the proceeds of the
sale on the same terms agreed upon with the purchaser.
Meaning and purpose of guarantee commission.
(1) Guarantee commission (also called del credere
commission) is one where, in consideraon of an
increased commission, the factor or commission agent
guarantees to the principal the payment of debts arising
through his agency. An agent who guarantees payment
of the customer’s account in consideraon of the higher
commission is called a del credere agent.
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LAW ON AGENCY – Chapter 2

(2) The purpose of the guarantee commission is to
compensate the agent for the risks he will have to bear
in the collecon of the credit due the principal.

Arcle 1907 applies to both cash and credit sales

because it makes no disncon.

Arcle 1908. The commission agent who does not

collect the credits of his principal at the me when they
become due and demandable shall be liable for
damages, unless he proves that he exercised due
diligence for that purpose.

Arcle 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 compensaon.

Liability of agent for fraud and negligence/intenonal

wrong.

(1) In the fulllment of his obligaon, the agent is

responsible to the principal not only for fraud
(Art. 1171.) commied by him but also for
negligence. The circumstance that the agency is
or is not gratuitous will be considered by the
courts in xing the liability of the agent for
negligence (not fraud). Agency is presumed to
be for compensaon.

(2) Quasi-delict or tort may be commied by act or

omission. If it causes damage to another, there
being fault or negligence, the guilty party is
liable for the damage done. (Art. 2176.) Arcle
1909 speaks of negligence (simple carelessness).
The agent, to be sure, is also liable for torts
commied willfully. As a general, rule, the
principal is not responsible if the agent’s tort
was intenonal rather than merely negligent.

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AGENCY (CHAPTER 3)

OBLIGATION OF PRINCIPAL

1. ART. 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.

OBLIGATIONS OF PRINCIPAL TO AGENT

o GR

o primary obligation of the principal to the agent is simply that of complying

with the terms of their employment contract, if one exists.
o The principal may be justified in refusing to perform his part of the
contract when the agent has already breached the contract.

SPECIFIC OBLIGATIONS
o To comply with all the obligations which the agent may have contracted within
the scope of his authority (Arts. 1910, 1881, 1897.) and in the name of the
principal (Arts. 1868, 1883.)
o To advance to the agent, should the latter so request, the sums necessary for the
execution of the agency (Art. 1912.)
o To reimburse the agent for all advances made by him, provided the agent is free
from fault
o To 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 (Art. 1913.);
and
o To pay the agent the compensation agreed upon, or if no compensation was
specified, the reasonable value of the agent’s services. (Arts. 1875, 1306.)

LIABILITY OF PRINCIPAL TO THIRD PERSONS

o GR
o where the relation of agency legally exists, the principal will be liable to
third persons for all acts committed by the agent and obligations
contracted by him in the principal’s behalf in the course and within the
actual (express or implied) or apparent scope of his authority, and should
bear the damage caused to third persons.
o becomes liable to the third party when he ratifies an authorized act of his
agent.
o AGENCY BY ESTOPPEL
o may involve the expansion of the authority given to a designated agent or
create authority in the alleged agent though not actually granted.

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LIABILITY OF THIRD PERSONS TO PRINCIPAL

o IN CONTRACT
o A third person is liable to the principal upon contracts entered into by his
agent, in the same manner as though the contract were entered into by the
principal himself.
o IN TORT
o 3 Main factual situations
 Where the third person damages or injures property or interest of
the principal in the possession of the agent;
 Where the third person colludes with the agent to injure or defraud
the principal; and
 Where the third person induces the agent to violate his contract
with the principal to betray the trust reposed upon him by the
principal.
o PROPERTY RECEIVED
o Principal may recover properties from third party if the agent has no
apparent authority to dispose of such.
o Except for negotiable instruments

LIABILITY OF PRINCIPAL FOR MISMANAGEMENT OF BUSINESS BY HIS

AGENT
o GR
o the mismanagement of the business of a party by his agents does not
relieve said party from the responsibility that he had contracted to third
persons.
o It is an equitable maxim that as between two innocent parties, the one who
made it possible for the wrong to be done should be the one to bear the
resulting loss.

LIABILITY OF PRINCIPAL FOR TORT OF AGENT

o GR
o the principal is civilly liable to third persons for torts of an agent
committed at the principal’s direction or in the course and within the
scope of the agent’s employment.
o Whether the tort is committed willfully or negligently has no effect on the
extent or degree of the principal’s liability.
o BUSINESS HAZARD THEORY
o the hazards of business should be borne by the business directly.
o MOTIVATION-DEVIATION TEST
o Factors:
 satisfactory evidence that the employee in doing the act, in the
doing of which the tort was committed, was motivated in part, at
least, by a desire to serve his employer;
 satisfactory evidence that the act, in the doing of which the tort was
committed, was not an extreme deviation from the normal conduct
of such employee.

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REPRESENTATION, ESSENCE OF AGENCY

o Agent acts in a representative capacity
o Agent acts within limits of his authority

RATIFICATION
o is the adoption or affirmance by a person of a prior act which did not bind him,
but which was done or professed to be done on his account thus giving effect to
the acts as if originally authorized.
o Act is purely voluntary
o Conditions for ratification
o The principal must have the capacity and power to ratify;
o He must have 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; and
o The act must be done in behalf of the principal.
o Forms of ratification
o Express
o Implied
o Persons entitled to ratify
o ratifier has the power or authority to do, on his account, the original act
which is sought to be ratified.
o A principal is incapable of ratifying an act if his own position has, in the
interval between the time the agent performed the act and the time when
the ratification is supposed to have occurred, so altered that he is no
longer capable of doing the original act.
o A voidable act or transaction by reason of incapacity to give consent may
be ratified but the defect must first be removed before a valid ratification
can take place.
o The third party has a right to withdraw from the trans- action prior to
ratification. The principal will not be permitted to ratify after the third
party has already indicated a desire to with- draw from the transaction.
Obviously, there can be no ratification of an illegal transaction.
o Knowledge by ratifier of material facts essential
o Material facts

 those which reasonably ought to be known by the principal, having

in mind the factors of time, place, and circumstance, and especially
the situation of the parties.
o Full and complete knowledge
 In order to bind a principal by ratification, he must have been in
possession of all the facts and must have acted in the light of such
facts.
o Actual knowledge

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o The general rule requires actual knowledge on the part of the principal,
as a condition to the imposition upon him of the obligation of his
agent’s unauthorized acts.
o Burden to show such knowledge
o Party relying on ratification
o When actual knowledge assumed
 where the principal’s reckless disregard of the natural consequences
of known facts induces an inference that he was willing to assume a
risk in respect of the facts.
o Ratification must be entire
o The act must be ratified in its entirety or not at all.
o The acceptance of the result of the act, moreover, ratifies the whole
transaction including the means whereby that result was achieved.
o At the time of accepting the benefits of the act, the person may be ignorant
of the practices resorted to. Even so, he is liable unless he attempts to
undo the thing within a reasonable time after he is advised of it.
o Acts that may be ratified
o Valid/Void Acts
 Valid can be ratified
 Void cannot be ratified
o Voidable acts
 Can be ratified
o Unrevoked acts
 Act or transaction must remain capable of ratification
o Criminal acts
 Subject to qualification
o Tortious acts
 Rare phenomenon
o Acts must be done in behalf of principal
o an act, to be capable of ratification, must be done by one par- ty as agent
for someone else.
o Effects of ratification by principal
o With respect to agent
 Relieves from liability to 3rd party
o With respect to principal
 Assumes responsibility for unauthorized act
o With respect to 3rd persons
 Bound by ratification to the same extent.
o Retroactive effect of Ratification
o equivalent to initial approval or prior authority. Retroactive effect.
o EXCEPT:
 Where to do so would be to defeat rights of third parties which have
accrued between the time of the making of the unauthorized
contract and the time of ratification.

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 Where to do so would be to render wrongful an otherwise rightful

act or omission which has taken place between the making of the
unauthorized contract and the time of its ratification.
 Where to do so would be to allow the circumvention of a rule of law
formulated in the interest of public policy.
 If the third party has withdrawn from the contract, the act or
transaction is no longer capable of ratification.

2. ART. 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.

o ESTOPPEL
o is a bar which precludes a person from denying or asserting anything
contrary to that which has been established as the truth by his own deed or
representation either express or implied.

DISTINGUISH
RATIFICATION ESTOPPEL
Rest on intention, express or implied, Rest on prejudice rather than intention
regardless of prejudice to another
Party is bound because he intended to be Bound notwithstanding the absence of
such intention (other party will be
prejudiced and defraud)
Retroactive (entire transaction is May only extend to such act as can be
affected) shown to be affected (affects relevant
parts)
Doctrine of equitable doctrine Estoppel in pais (principal’s inducement
(confirmation of unauthorized act) to another to act to his prejudice.)
Principal is bound by act whether the conduct constitutes ratification or
estoppel

o WHEN PRINCIPAL SOLIDARILY LIBLE WITH THE AGENT

o agent must have acted in the name of a disclosed principal and the third
person was not aware of the limits of the power granted by the principal.

APPARENT AUTHORITY DISTINGUIHED FROM AUTHORITY BY

ESTOPPEL
APPARENT AUTHORITY AUTHORITY BY ESTOPPEL
which though not actually granted, the arises in those cases where the principal,
principal knowingly permits the agent to by his culpable negligence, permits his
exercise or holds him out as possessing. agent to exercise powers not granted to
him, even though the principal may have
no notice or knowledge of the conduct of

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the agent.
not founded in negligence of the principal negligence of the principal in failing
but in the conscious permission of acts properly to supervise the affairs of the
beyond the powers granted agent, allowing him to exercise powers
not granted to him, and so justifies others
in believing he possesses the requisite
authority.

IMPLIED AGENCY DISTINGUISH FROM AGENCY BY ESTOPPEL

IMPLIED AGENCY
There is actual agency
Principal alone is liable
AGENCY BY ESTOPPEL
Authority of agent is not real but only
apparent
If caused by principal, he is liable
If caused by agent, only the agent is liable

3. ART. 1912
The principal must advance to the agent, should the latter so 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 all fault.
The reimbursement shall include interest on the sums advanced,
from the day on which the advance was made.

o OBLIGATION TO ADVANCE FUND

o the principal is under obligation to provide the means with which to
execute the agency.
o OBLIGATION TO REIMBURSE AGENT FOR RUNDS ADVANCE
o In case the agent advanced the sums necessary for the execution of the
agency, whether on his own initiative or by virtue of stipulation, the said
advances must be reimbursed by the principal with interest from the day
the advance was made.
o Demand is not necessary in order that delay on the part of the principal
shall exist.
o GR
 where one is employed or directed by another to do an act in his
behalf, not manifestly wrong, the law implies a promise by the
principal to reimburse the agent for expenditures incurred as a
proximate consequence of the good faith execution of the agency,
which includes interest thereon.
o Obligation not affected even if undertaking not successful
 agent cannot be defeated by the fact that “the business or
undertaking was not successful” provided the agent is free from all
fault.

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4. ART 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.

o WHERE DAMAGES CAUSED BY THE EXECUTION OF AGENCY.

o the agent should not be required to suffer loss from the doing of an act
apparently lawful in itself, and which he has undertaken to do by the
direction and for the benefit and advantage of his principal.
o WHERE DAMAGES CAUSED BY WRONGFUL ACTS OF THIRD
PERSONS.
o the liability of the principal for damages is limited only to that which the
execution of the agency has caused the agent.
o WHERE AGENT ACTED UPON HIS OWN ACCOUNT.
o no obligation to indemnify where no agency relation exists

5. ART. 1914
The agent may retain in pledge the things which are the object of the
agency until the principal effects the reimbursement and pays the
indemnity set forth in the two preceding articles.

o RIGHT OF AGENT TO RETAIN IN PLEDGE OBJECT OF AGENCY.

o fails to reimburse or indemnify the agent as required in Articles 1912 and
1913, the agent has the right to retain in pledge the things which are the
object of the agency.
o NATURE OF AGENT’S RIGHT OF LIEN
o Right limited to subject matter of agency.
o Right requires possession by agent of subject matter.
 agent in order to have a lien, must have some possession, custody,
control, or disposing power in and over the subject matter in which
the lien is claimed
o Right generally only in favor of agent.
 Sub-agent cannot claim right over the lien

6. ART. 1915
If two or more persons have appointed an agent for a common
transaction or undertaking, they shall be solidarily liable to the agent for all
the consequences of the agency.

 2 PRINCIPALS NATURE OF LIABILITY

o Joint principals must unite in the appointment of an agent
o Solidarily liable for the whole obligation to agent for all consequences of
the agency
o Solidary principal
 REQUISITES FOR SOLIDARY LIABILITY

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o 2 or more principals
o Principals have concurred in the appointment of same agent
o The agent appointed for a common transaction or undertaking
 PRINCIPALS ARE MEMBERS OF NON-PROFIT ASSOCIATION
o Principals are liable personally only under 2 circumstances:
 Members assented to the particular act/transaction in respect of
which personal liability is sought to be fastened.
 Where the member assented by his conduct at the meeting at which
the contract was proposed, nobody dissented.

7. ART. 1916
When two 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 in- compatible with each other, that of prior date shall be preferred,
without prejudice to the provisions of article 1544.

o RULE WHERE TWO PERSONS CONTRACT SEPARATELY WITH

AGENT AND PRINCIPAL.
o Two persons may contract separately with the agent and the principal with
regard to the same thing.
o If the two contracts are incompatible with each other, the one of prior date
shall be preferred.

8. ART. 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.

o If the agent acted in good faith and within the scope of his authority, the principal
incurs liability. If the agent acted in bad faith, he alone shall be responsible to
such third person.

9. ART. 1918
The principal is not liable for the expenses incurred by the agent in
the following cases:
1. 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;
2. When the expenses were due to the fault of the agent;
3. When the agent incurred them with knowledge that an unfavorable
result would ensue, if the principal was not aware thereof;
4. When it was stipulated that the expenses would be borne by the agent,
or that the latter would be allowed only a certain sum.

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o WHEN PRINCIPAL IS NOT LIABLE FOR EXPENSES INCURRED BY

AGENT
o 1, is to punish the agent (unless ratified)
o 3, agent is guilty of bad faith and lack of diligence
o 4, express stipulation which is not contrary to law, morals, good customs,
public order or public policy is binding between parties.

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Regulatory Framework and Legal Issues
Prelim Topics
BL 223- Accountancy Program (BSA)
CHAPTER 4: Modes of Extinguishment of
Agency
Article 1919- Agency is extinguished:
(1) By its revocation;
(2) By the withdrawal of the agent;
(3) By the death, civil interdiction, insanity
or insolvency of the principal or of the
agent;
(4) By the dissolution of the firm or
corporation which entrusted or
accepted the agency;
(5) By the accomplishment of the object or
purpose of the agency;
(6) By the expiration of the period for
which the agency was constituted.
Note:
 An agency does not last forever. Like
most consensual agreements, the
relationship usually comes to an end
at some point.
 Termination can take place because of
something done by the parties
themselves or of something beyond
their control, i.e., by operation of law.
Modes of extinguishing an agency
Under the law, agency may be terminated:
(1) by agreement (Nos. 5, 6.); or
(2) by the subsequent acts of the parties
which may be either.
(a) by the act of both parties or
by mutual consent; or
(b) by the unilateral act of one
of them (Nos. 1, 2.); or
(3) by operation of law. (Nos. 3, 4.)
Continuance and capacity of principal and
agent
 Agency requires the existence and
capacity of both the principal and
agent.
 Consequently, the death, civil
interdiction, insanity or insolvency of
either party terminates the agency
(Arts. 39, 1327.)
 Under the law, civil interdiction is a
form of disqualification which deprives
the offender during the period of his
sentence of the right to manage his
property and dispose of such property
by any act or any conveyance inter
vivos. (Art. 34, Revised Penal Code.)
 Dissolution of a firm or corporation
extinguishes its juridical existence. It is
equivalent to its death, being
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sometimes likened to the death of a
natural person.
Modes provided not exclusive
 Article 1919 gives only those causes
of extinction which are peculiar to
agency. (11 Manresa 556.)
 The list is not exclusive, i.e., there are
other causes.
 An agency may also be extinguished
by the modes of extinguishment of
obligations in general, when
applicable, like loss of the thing and
novation. (Art. 1291.)
 Other causes are change in law
affecting the subject matter or
transaction involved in the execution of
the agency, especially if it makes the
required act illegal (2 Am. Jur. 75.) and
change in conditions not anticipated by
the parties like the outbreak of war,
preventing or making impossible the
accomplishment of the purpose of the
agency. (ibid., 61.)
Article 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.
Agency generally revocable at will by principal
 An agency may be terminated by the
subsequent acts of the parties.
 When done by the principal, it is called
"revocation" and when done by the
agent, it is usually spoken of as
"renunciation." (Art. 1919[2].)
 Subject only to the exceptions
provided in Article 1927, the principal
may revoke the agency at will.
 Since the authority of the agent
emanates from the principal, it is
enough that the principal should wish
to terminate the agency.
 Moreover, confidence being the
cardinal basis of the relation, it stands
to reason that it should cease when
such confidence disappears.
 As the law makes no distinction,
revocation at will is proper whether the
agency is gratuitous or with
compensation.
REVOCATION BY PRINCIPAL
GENERAL RULE:
The principal may:
(1) Revoke the agency at will; and
(2) Compel the agent to return the document
evidencing the agency.
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although he may thus render himself

Qualifications: liable to the principal, he does not
The right of the principal to terminate the cease to be an agent.
authority of his agent is absolute and
unrestricted, except that he is liable for Article 1921- If the agency has been
damages in case: entrusted for the purpose of contracting with
(1) He revokes the agency in bad faith specified persons, its revocation shall not
[Danon v. Brimo (1921)]; or prejudice the latter if they were not given
(2) He revokes the agency before the notice thereof.
expiration of the period stipulated in
the agency contract. Article 1922- If the agent had general
powers, revocation of the agency does not
Exception: prejudice third persons who acted in good
Agency cannot be revoked if it is coupled with faith and without knowledge of the revocation.
an interest, such that: Notice of the revocation in a newspaper of
(1) A bilateral contract depends upon it; general circulation is a sufficient warning to
(2) It is the means of fulfilling an obligation third persons.
already contracted; or
(3) A partner is appointed manager of a Effect of revocation in relation to third persons
partnership in the contract of (1) Agency to contract with specific
partnership and his removal from the persons
management is unjustifiable.  If the agency is created for the
purpose of contracting with
Renunciation of agency by agent specific persons, its revocation
Agency terminable at will will not prejudice such third
 Just as the principal has the power to person until notice thereof is given
revoke the agency at will, so too, the them. (Art. 1921.)
agent has the power to renounce the  Since the third persons have been
agency relationship giving notice to the made to believe by the principal
principal that he will no longer serve as that the agent is authorized to
an agent. In effect, the agent resigns. deal with them, they have a right
 Thus, if there is no contract existing to presume that the
between the parties or if the contract is representation continues to exist
for no fixed or definite period of time, it in the absence of notification by
is terminable by the agent at will. the principal. Of course, notice is
 Even in the face of an express not required if the third persons
contract, the agent has the power to already know of the revocation.
renounce the agency, since an agency (2) Agency to contract with general public
relationship is voluntary, although  In case the agent has general
under such circumstances, his breach powers (as when the agent has
of contract may create a liability for been appointed to manage a
wrongful termination. (Art. 1928.) business), innocent third persons
dealing with the agent will not be
Form of renunciation prejudiced by the revocation
 It is not always necessary for the before they had knowledge
agent to renounce the agency thereof.
expressly.  In this case however, the fact that
 It may be implied, as for example, the revocation was advertised in a
where he has conducted himself in a newspaper of general circulation
manner clearly incompatible with his would be sufficient warning to
duties as agent as when an agent third persons (Art. 1922.) for the
abandons the object of his agency and publication constitutes notice
acts for himself in committing a fraud upon everybody and this is true
upon his principal, his capacity as whether or not such third persons
agent ceases, or when he files have read the newspaper
complaint against the principal in concerned.
connection with the agency.  Under Article 1921, the notice of
 On the other hand, the mere fact that revocation must be personal;
the agent violates his instructions does under Article 1922, it may be
not amount to a renunciation, and personal. (Art. 1873.)

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Article 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
agency, without prejudice to the provisions of
the two preceding articles.
Revocation by appointment of new agent
There is implied revocation of the previous
agency when the principal appoints a new
agent for the same business or transaction
provided there is incompatibility.
(1) In such case, the revocation does not
become effective as between the
principal and the agent until it is in
same way communicated to the latter.
(2) Again, the rights of third persons who
acted in good faith and without
knowledge of the revocation will not
be prejudiced thereby. ( 1921,1922.)
Article 1924- The agency is revoked if the
principal directly manages the business
entrusted to the agent, dealing directly with
third persons.
Revocation by direct management of business
by principal himself
The above article provides for another case of
implied revocation.
(1) Unless the only desire of the principal
is for him and the agent to manage the
business together, the effect of the
direct management of the business by
the principal himself is to revoke the
agency for there would no longer be
any basis for the representation
previously conferred. (11 Manresa
574.)
(2) If the purpose of the principal in
dealing directly with the purchaser and
himself effecting the sale, for example,
is to avoid payment of his agent's
commission, the implied revocation is
deemed made in bad faith and cannot
be sanctioned without, according to
the agent, the commission which is
duc him. (Infante vs. Cunanan, 93 Phil.
693.)
Note:
Article 1924 should be distinguished from
Article 1916 which governs the relations as
between themselves of third persons who
separately contract with the agent and the
principal with regard to the same thing.
Article 1925- When two or more principals
have granted a power of attorney for a
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common transaction, any one of them may
revoke the same without the consent of the
others.
Revocation by one of two or more principals
 The appointment of an agent by two
(2) or more principals for a common
transaction or undertaking makes
them solidarily liable to the agent for
all the consequences of the agency.
(Art. 1915.)
 Consequently, one of the principals is
granted under this article the right to
revoke the power of attorney without
the consent of the others.
 In a solidary obligation, the act of one
is considered by law as the act of all.
Article 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.
Partial revocation of general power
 In this article, two (2) agents are
involved: one to whom a general
power is previously granted and the
other, to whom a special power is
subsequently conferred.
 A specific power naturally prevails
over a general power.
Article 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.
When agency irrevocable
 The general rule is that the principal
may revoke an agency at will. (Art.
1920.)
 The reason for the rule is that the
essence of agency is the agent's duty
of obedience to the principal.
This rule, however, has exceptions and they
are:
(1) When the agency is created not only
for the interest of the principal but also
for the interest of third persons; and
(2) When the agency is created for the
mutual interest of both
(1) the principal and the agent. (Art.
1930.)
 In these cases, it is evident that the
agency cannot be revoked by the sole
will of the principal. (11 Manresa 572.)
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Article 1927 mentions three (3)
instances of irrevocability.
Agency coupled with an interest
 An agency coupled with an interest
cannot be terminated by the sole will
of the principal although it is so
revocable after the interest ceases.
 In order that, an agency may be
irrevocable because it is coupled with
an interest, it is essential that the
interest of the agent shall 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 therefor.
 Thus, an agency is coupled with an
interest where the agent has parted
with value or incurred liability at the
principal's request, looking to the
exercise of the power as the means of
reimbursement or indemnity. (Mechem
on Agency, Sec. 570, pp. 406-407.)
Article 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.
Right of agent to withdraw
 Just as the principal may revoke
generally the agency at will (Art.
1920.), the agent may likewise
withdraw from the agency at any time.
 This rule which applies whether the
agency is gratuitous or for
compensation is based on the
constitutional prohibition against
involuntary servitude. (Art. III, Sec.
18[2], Constitution of the Philippines.)
(1) Without just cause.
The law imposes upon the agent the
duty to give due notice to the principal
and if the withdrawal is without just
cause, to indemnify the principal
should the latter suffer damage by
reason of such withdrawal. The reason
for the indemnity imposed by law is
that the agent fails in his obligation
and as such, he must answer for
losses and damages occasioned by
the non-fulfillment. (Arts. 1884, 1770)
(2) With just cause - If the agent
withdraws from the agency for a valid
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reason (Art. 1929.) as when the
withdrawal is based on the
impossibility of continuing with the
agency without grave detriment to
himself (Art. 1928.), or is due to a
fortuitous event (Art. 1174.), the agent
cannot be held liable. While the agent
is forbidden to prefer his interests to
those of the principal (Art. 1889.), he is
not required to sacrifice his own
interest just to serve the principal.
Article 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.
Obligation of agent to continue to act after
withdrawal
 Even when the agent withdraws from
the agency for a valid reason he must
continue to act until the principal has
had reasonable opportunity to take the
necessary steps (like the appointment
of a new agent) to remedy the
situation caused by the withdrawal.
 The purpose of the law is to prevent
damage to the principal.
Article 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 stipulation in his favor.
When death of principal does not terminate
agency
 Agency is terminated by the death of
the principal. (Art. 1919[3].)
 Agency, being based on
representation, there is no one to be
represented where the principal is
already dead.
However, there are exceptions to this rule. In
the following cases, the agency remains in full
force and effect even after the death of the
principal:
(1) If the agency has been constituted in
the common interest, of the principal
and the agent (see Art. 1927.); and
(2) If it has been constituted in the interest
of a third person who has accepted the
stipulation in his favor. (Art. 1311, par.
2.)
Article 1931- Anything done by the agent,
without knowledge of the death of the
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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.

Validity of acts of agent after death of principal

 The death of the principal extinguishes
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 (Arts. 1921,
1922.), such third persons are
protected where the agent acted
without knowledge of the death of the
principal or of any other cause which
extinguishes the agency.

Note
 Under Article 1931 the law requires
not only the third persons to be in
good faith but also the agent.
 However, the agent is required to
"finish the business already begun on
the death of the principal, should delay
entail any danger." (Art. 1884, par. 2.)

Article 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.

Duty of agent's heirs to protect interest of

principal
 If the agent dies, the agency is also
extinguished. (Art. 1919[3].)
 In such case, the law imposes upon
the heirs of the deceased agent not
only the obligation to notify the
principal to enable the latter
reasonable opportunity to take such
steps as may be necessary to meet
the situation (Art. 1929.) but also to
adopt such measures as the
circumstances may demand for the
interest of the principal.
 The heir's duty arises from what may
be termed as "agency by operation of
law." (see 11 Manresa 588.) Of
course, the heirs can continue the
agency only temporarily for, as we
have seen,

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