Agency

Duty of Agent's Heir : Death of Agent

1. Notify the principal about the agent's death 2. to do favor in the meantime the things that the circumstances demand for the interest of the principal.

INCAPACITATED AGENT : effect

'' situation '' principal : capacitated agent : INcapacitated ✔ contract of Agency is VOIDABLE ✔ all the contracts entered by the agent is also VALID valid as long as the principal is capacitated

Contract of Agency cannot be revoked at will : when

1. If Bilateral contracts depends on the agency 2. If the agency is a means of fulfilling an obligation already contracted 3. If the partner is the appointed manager of a partnership in the contract of partnership and his removal from the management is unjustifiable

Agent appoints a substitute

✔ Agent is authorized and not prohibited to appoint a substitute he shall be liable to the acts of his substituent ✔ power of attorney, even silent, does not prohibit appointment of agent's substitute ✔ agent shall not be liable if the person he has appointed as substitute is notoriously incompetent = the substitute is liable (and principal may bring action against)

agent sold on credit w/o consent of the principal regarding credit :

✔ the principal may demand payment from the agent a sum in cash ✔ however, the agent is entitled to any interest or benefit unless the principal ratified the transaction, he will be entitled to the whole

CONTRACT of AGENCY : underlying principle

✔ to accomplish result by using service of another

CONTRACT of AGENCY : purpose

✔ to extend the personality of the principal or authority

AGENCY : how created 2. By Ratification

✔ when the person without authority acted on behalf of the another person (ex. owner) and the latter adopts on it or confirms

Effect if one or both principles are absent

Effect if one or both principles are absent 1. Agent act within the scope of authority and in behalf of him, the agent (Undisclosed Principal) ✅Agent act Within the Scope of Authority ❌ Agent act for principal the agent act for himself ✔ Agent is the one who is bound to the transaction entered into with the 3rd person ✔ the principal have NO right of action against the 3rd person whom his agent contracted ✔ 3rd Person whom the agent contracted have NO right of action against the principal Exception : ✔ when the transaction (object) involves a THING BELONGING TO PRINCIPAL 2. Agent act in excess of the scope of authority but in principal's behalf ❌Agent act Within the Scope of Authority ✅Agent act for principal ✔ The act is unenforceable against the principal nor the 3rd person Exception : ✔ when the principal ratifies 3. Agent act in excess of the scope of authority and not behalf of the principal ❌Agent act Within the Scope of Authority ❌Agent act for principal ✔ the contract will be VALID between the agent and the 3rd person only ✔ if the acting agent wasnt able to provide what is in the contract, he shall be liable to his personal property

Who are the person NOT candidate to be a principal ? (PRINCIPAL : CAPACITY)

exception: ■ Minor ■ Insane ( except in lucid intervals) ■ deaf-mute who do not know how to write

Agent is prohibited to appoint a substitute

✔ Agent cannot appoint a substitute ✔ if the agent still do, all acts of the substitute will be void

AGENT : revocation of appointment

1. If Appointment is by Special Information revocation shall also be made by special Information 2. If Appointment is by Public Advertisement revocation shall also be made by public advertisement

REVOCATION : notice

page 592

Principal-Agent Relationship

✔ Fiduciary Rationale : because it is founded in trust and confidence

AGENCY : kinds 1. According to Form

1. According to Form A. Express a. Oral Agreement - valid unless law requires specific form b. Written Agreement - requires a special power of attorney *under written agreement, the act perform without the special power of attorney is not enforceable. **when it comes to real properties such as land, the agency must be in writing, otherwise void B. Implied a. Acts of Principal example : principal did not stop acting agent b. Silence of principal c. Lack of action of principal d. failure of the principal to protest knowing the another person is acting on her behalf without authority example : principal did not protest nor question

AGENCY : kinds

1. According to Form A. Express a. Oral Agreement - valid unless law requires specific form b. Written Agreement - requires a special power of attorney *under written agreement, the act perform without the special power of attorney is not enforceable. **when it comes to real properties such as land, the agency must be in writing, otherwise void B. Implied a. Acts of Principal example : principal did not stop acting agent b. Silence of principal c. Lack of action of principal d. failure of the principal to protest knowing the another person is acting on her behalf without authority example : principal did not protest nor question 2. According to Extent A. General Agency - agent that handles all the business of the principal B. Specific Agency- agent that handles one or more specific transactions 3. According to Authority-Conferred (grant) Power of Attorney ✔ is a written instrument ✔ given by principal to his agents ✔ authorizing the agent ✔ types : 1.) Special 2.) General A. General power of attorney - consist only act of administration B. Special Power of Attorney - required for the ff. a. those are not act of administration b. to effect novation c. to compromise- the parties make reciprocal concession (grant ) to each other to avoid or end litigation (legal action) exception - special power to compromise (make people bati) does not include submission to arbitration (settlement) special power. pwede mo sila pagbatiin, pero di mo sila pwede pilitin #PRRD&Barettos d. to submit questions to arbitration (settlement) e. to renounce (abandon) the right to appeal from judgement f. - R TBA

AGENCY : basic principles

1. Agent Must Act within the scope of the Authority effect : ✔ act is valid ✔ only the principal is liable unless the agent express bound himself 2. Agent must act on behalf of the principal ✅ (disclosed principal)

Agent who withdraw : obligation

1. Agent must pay the principal indemnity for the damage suffered by reason of withdrawal. unless the agent should base his withdrawal upon impossibility of performance agent will not be liable if the reason of withdrawal is failing health 2. The agent who withdraw must continue to acts as such until the principal adopts, even the withdrawal is valid reason.

AGENCY : how created

1. By Appointment ✔ giving a person a power of atttorney 2. By Ratification ✔ when the person without authority acted on behalf of the another person (ex. owner) and the latter adopts on it or confirms ✔ the person who is pakelamera became an agent by ratification #pakelamera 3. By Estoppel requisites to exist : A. The principal Manifested a representation B. The Agent (in good faith) assumed it C. The agent relied on it 4. By Necessity ✔ emergency makes it necessary for one to act on behalf of another without receiving any authority

AGENT : appointment

1. By Special Information 2. By Public Advertisement

Contract of Agency : extinguishment

1. By revocation by principal : by agent : 2. By withdrawal of the agent 3. By ; applied to both principal and agent by these reasons, offer becomes ineffective offer and before acceptance ✔ death rationale : if the principal dies, no one to be represented. of the agent dies, no one to represent the principal so.. the contract of agency will be extinguished ✔ civil interdiction (legal restraint) - deprived of liberty principal pov : his acts are restricted agent pov : he cannot carry out the agency ✔ insanity principal pov : cannot give consent insane pov : cannot carry out the obligation ✔ insolvency principal pov : limits the capacity to act agent pov ; cannot carry the agency because the trust is affected (remember fiduciary) 4. By dissolution of the firm or corporation where the agent is partnered this is equivalent to death if natural person rationale : if the principal dies, no one to be represented. of the agent dies, no one to represent the principal so.. the contract of agency will be extinguished 5. By accomplishment of the purpose 6. By expiration of the period w/c the agency was constituted

CONTRACT of AGENCY : ELEMENTS

1. Consent ✔ contract must be consensual to both parties ✔ express or implied 2. Object ✔ object is the execution of judicial act to a 3rd person on behalf of the principal 3. Representative ✔ agent acts not for himself, but for principal 4. Scope ✔ agent's act must be within the authority given by the principal

Revocation : kinds

1. Express a. oral b. writing 2. Implied a. when new agent is appointed rationale : old agency is revoked from the day the notice is given. the notice need not to indicate that the authority is revoked towards the old or else it becomes express revocation b. when the principal directly manages the business given to the agent exception: * if the purpose of the principal is just to assist = it is not revoked ' c. When the general power of attorney is revoked by a special one granted to another agent.

AGENT 's Obligation (Specific)

1. Obligation to Advance funds ....? except when the principal is insolvent 2. Obligation to execute the task as instructed by the principal no specific instruction : agent must act as good father of a family Instruction : concept ✔ private orders given by the principal ✔ 3rd person need not to know Authority : concept ✔ subject matter where the agent is commissioned to act ✔ 3rd persons are bound to know if the agent is acting within the authority ✔ 3rd person has the right to require agent to present written authority 3. Obligation not to execute an agency if it will only result to damage or loss to the principal 4. Obligation to be liable for damages if he inflicted his own interest and deprived the principal remember that Principal-agent relationship is fiduciary in nature 5. Obligation not to borrow the money of the principal without the principal's consent 6. Obligation of the agent to deliver whatever he received by virtue of agency even it is not owing to the principal any stipulation exempting an agent not to deliver is void agent must deliver excess of price and interest he collects including those unauthorized credit sales 7. Obligation of the agent if he appoints a substitute Agent appoints a substitute : Rules 1. Agent Appointed a substitute ✔ Agent is authorized and not prohibited to appoint a substitute he shall be liable to the acts of his substituent ✔ power of attorney, even silent, does not prohibit appointment of agent's substitute ✔ agent shall not be liable if the person he has appointed as substitute is notoriously incompetent = the substitute is liable (and principal may bring action against) 2. Principal Appointed a substitute ✔ agent is not liable for the act of substitute 3. Agent is prohibited to appoint a substitute ✔ Agent cannot appoint a substitute ✔ if the agent still do, all acts of the substitute will be void 8. Obligation of 2 or more agents if they are appointed simultaneously General Rule : ✔ if no stipulation ✔ only one in fault, solely liable ✔ if both are in fault, jointly liable Exception : ✔ if they stipulated that it will be solidary If only one agent violate one of the basic principle ✔ he shall be liable alone even it is solidary ✔ in bad faith kasi eh 9. Obligation to pay the interest for the things that he use for his own advantage. 10. Agent's liab if he contracts on the name of the principal Gen Rule : the agent is not personally liable ✔IF An Agent who acted as an agent is not liable to the 3rd person kais ginampanan lang naman nya work nya Exception : the agent shall be personally liable A. iF the Agent expressly binds himself : he is personally liable to the 3rd person together with the principal B. if the agent violates one of the principle of agency: b1. if the agent violates one of the principle of agency and the 3rd person is aware but the agent did not undertook to secure ratification : contract entered into be VOID b2. if the agent violates one of the principle of agency and the 3rd person is aware the agent t undertook to secure ratification principal ratified : contract entered into be Enforceable against principal b3. if the agent violates one of the principle of agency and the 3rd person is aware the agent t undertook to secure ratification principal did not ratified : agent will be liable for the contract entered into RIGHT and OBLIGATION OF A 3RD PERSON :WHO ACQUIRE THE CONTRACT WITH THE AGENT EXCEEDING HIS AUTHORITY tba page 582 11. Obligation to be liable not only for fraud, but also negligence

AGENT 's Obligation (General)

1. Obligation to Carry-out the agency 2. obligation to be liable of damages for what he did and the principal suffer 3. To finish the business already begun even in principal' s death

CONTRACT of AGENCY : parties

1. PRINCIPAL ✔ the person represented ✔ source of authority ✔ party primarily and originally concerned in the contract of agency PRINCIPAL : CAPACITY ✔ any person with legal capacity exception: ■ Minor ■ Insane ( except in lucid intervals) ■ deaf-mute who do not know how to write INCAPACITATED PRINCIPAL : effect principal : INcapacitated agent : capacitated ✔ contract of Agency is VOIDABLE ✔ all the contracts entered by the agent is also VOIDABLE ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 2. AGENT ✔ the one who represents the principal AGENT : CAPACITY ✔ legal capacity is not required for the agent's act to be valid because those acts are inclined to the principal ✔ person capable of acting by himself is capable ✔ needs to possess mental capacity INCAPACITATED AGENT : effect principal : capacitated agent : INcapacitated ✔ contract of Agency is VOIDABLE ✔ all the contracts entered by the agent is also VALID valid as long as the principal is capacitated

CONTRACT of AGENCY : characteristics

1. Principal ✔ it is not an accessory contract ✔ it can stand alone 2. Preparatory ✔ other contracts may be entered into 3. Consensual ✔ both parties must be aware ✔ can be express or implied 4. Onerous ✔ it is presumed to be for compensation #yousavedme,iservedyou #lizasoberano gratuitous is like donation. onerous is may kapalit 5. Nominate ✔ it has a name in the law 6. Bilateral ✔ it is reciprocal 7. Commutative ✔ give and receive almost same value

Commission Agent : obligations

1. To be accountable to the goods received unless there is a stipulation saying that deterioration or damage is not agent's liability 2. To distinguish the products belonging to diff 3rd party and principal 3. The agent cannot sell on credit unless stipulated by the parties agent sold on credit w/o consent of the principal regarding credit : ✔ the principal may demand payment from the agent a sum in cash ✔ however, the agent is entitled to any interest or benefit unless the principal ratified the transaction, he will be entitled to the whole agent sold on credit w/ consent of the principal regarding credit : ✔ must inform the principal with the info of the buyers ✔ if the agent failed to provide info, it is deemed cash 4. if the agent w/ a " guarantee Commission " he will bear the risk of collection as if principal na din si agent 5. to be liable to the damages in case he did not collect when they become due unless he is in good faith

Principal : obligations

1. To comply with principal-agent obligations huwag mo takasan si agent 2. to be bound for obligation if the agent acted beyond his authority but the principal ratified 3. to be liable solidarily if he knows that the agents is acting beyond it's authority tolerated it 4. to advance fund 5. to reimburse the agent of all the expenses he incurred even if the business w/ the 3rd person is not successful 6. to idemnify (compensate) the agent for all the damages to him without his fault/ 7. when there are 2 or more principals, both are solidarily liable principal is not liable to the agent : when? 1. when the agent acted in contravention (violate) the instruction of the principal 2. when it is the agents fault 3. if the agent knows that the result will be unfavorable and the principal is not aware 4. when it is stipulated that the principal has no liab and the agent will bear it all

principal is not liable to the agent : when?

1. when the agent acted in contravention (violate) the instruction of the principal 2. when it is the agents fault 3. if the agent knows that the result will be unfavorable and the principal is not aware 4. when it is stipulated that the principal has no liab and the agent will bear it all

Obligation of the agent to execute the task as instructed by the principal BUT no specific instruction

: agent must act as good father of a family

person may sell in his name a property belonging to other as long as he can transfer the ownership at the time of delivery ?

= VALID

person may sell in his name a property belonging to other as long as he can transfer the ownership at the time of delivery, if he failed to do it ?

= liable for BREACH OF WARRANTY AGAINST EVICTION

AGENCY : kinds 2. According to Extent

A. General Agency - agent that handles all the business of the principal B. Specific Agency- agent that handles one or more specific transactions

AGENCY : kinds 3. According to Authority-Conferred (grant)

A. General power of attorney - consist only act of administration B. Special Power of Attorney - required for the ff.

Commission Agent VS. broker

Commission Agent ✔ has relation with principal ✔ has a relation with the 3rd person (buyer/seller) ✔ has a relation with the subject matter (ex. property) ✔he acquires custody to the object ✔ receives commission upon successful transactions Broker ✔ merely a connector bet. the seller and the buyer ✔ no relation to the property ✔ he does not acquire custody to the object ✔ earns payment whether the transaction is successful or not

Agent's liab if he contracts on the name of the principal

Gen Rule : the agent is not personally liable ✔IF An Agent who acted as an agent is not liable to the 3rd person kais ginampanan lang naman nya work nya Exception : the agent shall be personally liable A. iF the Agent expressly binds himself : he is personally liable to the 3rd person together with the principal B. if the agent violates one of the principle of agency: b1. if the agent violates one of the principle of agency and the 3rd person is aware but the agent did not undertook to secure ratification : contract entered into be VOID b2. if the agent violates one of the principle of agency and the 3rd person is aware the agent t undertook to secure ratification principal ratified : contract entered into be Enforceable against principal b3. if the agent violates one of the principle of agency and the 3rd person is aware the agent t undertook to secure ratification principal did not ratified : agent will be liable for the contract entered into

Acts that can be DELEGATED by the principal to the agent

General Rule : ✔ Any acts w/c a person may legally do Exception : 1. Acts that are personal in nature example : kasal 2. Acts that are prohibited by law example : right to vote

Death of principal

General Rule : death of a principal does extinguish the agency Exception : ✔ if the agency is constituted in the common interest of the principal and agent ✔ if the agency is constituted in favor of the third person si 3rd person yung may agent. Validity of the Agent's Act without the knowledge of the death of principal ✔ acts of agent are valid ✔ the agent must finish the business already begun ✔ it is presummed that the agent is knowledgeable of the principal's death

Obligation of 2 or more agents if they are appointed simultaneously

General Rule : ✔ if no stipulation ✔ only one in fault, solely liable ✔ if both are in fault, jointly liable Exception : ✔ if they stipulated that it will be solidary If only one agent violate one of the basic principle ✔ he shall be liable alone even it is solidary ✔ in bad faith kasi eh

when the principal directly manages the business given to the agent

Implied Revocation

Agent-Principal : Incompatible contract

TBA page 587

2. AGENT : parties

✔ the one who represents the principal INCAPACITATED AGENT : effect principal : capacitated agent : INcapacitated ✔ contract of Agency is VOIDABLE ✔ all the contracts entered by the agent is also VALID valid as long as the principal is capacitated

1. PRINCIPAL : parties

✔ the person represented ✔ source of authority ✔ party primarily and originally concerned in the contract of agency

A. Express Form of Agency

a. Oral Agreement - valid unless law requires specific form b. Written Agreement - requires a special power of attorney *under written agreement, the act perform without the special power of attorney is not enforceable. **when it comes to real properties such as land, the agency must be in writing, otherwise void

A. General Form of Agency

agent that handles all the business of the principal

B. Specific Form of Agency-

agent that handles one or more specific transactions

Obligation of the agent to deliver whatever he received by virtue of agency even it is not owing to the principal

any stipulation exempting an agent not to deliver is void because agent must deliver excess of price and interest he collects including those unauthorized credit sales

AGENT : right of retention

based on legal pledge 1. agent has the right of retention until the principal reimburse, weather the transaction with the 3rd person is successful or not 2. agent has the right of retention until the principal pays him the indemnity (compensation) for all damages without fault or negligence on the part of debtor

when there are 2 or more principals

both are solidarily liable

B. Implied Form of Agency

by; a. Acts of Principal example : principal did not stop acting agent b. Silence of principal c. Lack of action of principal d. failure of the principal to protest knowing the another person is acting on her behalf without authority example : principal did not protest nor question

A. General power of attorney

consist only act of administration

Death of Agent

death of agent : effect ✔ extinguishes the obligation Duty of Agent's Heir 1. Notify the principal about the agent's death 2. to do favor in the meantime the things that the circumstances demand for the interest of the principal.

iF the Agent expressly binds himself :

he is personally liable to the 3rd person together with the principal

. if the agent w/ a " guarantee Commission "

he will bear the risk of collection as if principal na din si agent

f the purpose of the principal is just to assist the Agent

it is not revoked '

NOTE : the power to act on behalf of the principal is granted by the principal. the act of the agent is also the act of the principal as long as it is within the scope of authority

note

when new agent is appointed Implied Revocation

old agency is revoked from the day the notice is given. the notice need not to indicate that the authority is revoked

B. Special Power of Attorney

required for the ff.

Written Agreement

requires a special power of attorney the act perform without the special power of attorney is not enforceable. when it comes to real properties such as land, the agency must be in writing, otherwise void

AGENCY : how created 3. By Estoppel

requisites to exist : A. The principal Manifested a representation B. The Agent (in good faith) assumed it C. The agent relied on it

INCAPACITATED PRINCIPAL : effect

situation principal : INcapacitated agent : capacitated ✔ contract of Agency is VOIDABLE ✔ all the contracts entered by the agent is also VOIDABLE

if the person appointed by the agent as substitute is notoriously incompetent

the substitute is liable (and principal may bring action against)

Oral Agreement

valid unless law requires specific form

1. Agent act within the scope of authority and in behalf of agent, the agent (Undisclosed Principal) ✅Agent act Within the Scope of Authority ❌ Agent act for principal the agent act for himself

✔ Agent is the one who is bound to the transaction entered into with the 3rd person ✔ the principal have NO right of action against the 3rd person whom his agent contracted ✔ 3rd Person whom the agent contracted have NO right of action against the principal

2. Agent act in excess of the scope of authority but in principal's behalf ❌Agent act Within the Scope of Authority ✅Agent act for principal

✔ The act is unenforceable against the principal nor the 3rd person unless when the principal ratifies

Commission Agent : concept

✔ a person who acts on behalf of the principal for compensation known as commission

Validity of the Agent's Act without the knowledge of the death of principal

✔ acts of agent are valid ✔ the agent must finish the business already begun ✔ it is presumed that the agent is knowledgeable of the principal's death

WITHDRAWAL : concept

✔ agent giving notice to the principal of his withdrawal

Principal Appointed a substitute

✔ agent is not liable for the act of substitute

if the agent violates one of the principle of agency and the 3rd person is aware the agent t undertook to secure ratification principal did not ratified :

✔ agent will be liable for the contract entered into

Who are the person candidate to be principal ? (PRINCIPAL : CAPACITY)

✔ any person with legal capacity exception: ■ Minor ■ Insane ( except in lucid intervals) ■ deaf-mute who do not know how to write

CONTRACT of AGENCY : concept

✔ contract ✔ person bind himself to represent another person ✔ must be with consent of the Principal ✔ enables the principal to be present constructively in many places at the same time. ✔ agent is an extension of the personality of principal

if the agent violates one of the principle of agency and the 3rd person is aware the agent t undertook to secure ratification principal ratified :

✔ contract entered into be Enforceable against principal

if the agent violates one of the principle of agency and the 3rd person is aware but the agent did not undertook to secure ratification

✔ contract entered into be VOID

AGENCY : how created 4. By Necessity

✔ emergency makes it necessary for one to act on behalf of another without receiving any authority

death of agent : effect

✔ extinguishes the obligation

(AGENCY : how created ) 1. By Appointment

✔ giving a person a power of attorney

Commission Agent

✔ has relation with principal ✔ has a relation with the 3rd person (buyer/seller) ✔ has a relation with the subject matter (ex. property) ✔he acquires custody to the object ✔ receives commission upon successful transactions

Power of Attorney

✔ is a written instrument ✔ given by principal to his agents ✔ authorizing the agent ✔ types : 1.) Special 2.) General

. Agent act within the scope of authority and in behalf of agent, the agent (Undisclosed Principal) ✅Agent act Within the Scope of Authority ❌ Agent act for principal the agent act for himself BUT ✔ when the transaction (object) involves a THING BELONGING TO PRINCIPAL

✔ it is binding to the principal

Who are the person candidate to be an agent? (AGENT: CAPACITY)

✔ legal capacity is not required for the agent's act to be valid because those acts are inclined to the principal ✔ person capable of acting by himself is capable ✔ needs to possess mental capacity

Broker

✔ merely a connector bet. the seller and the buyer ✔ no relation to the property ✔ he does not acquire custody to the object ✔ earns payment whether the transaction is successful or not

agent sold on credit w/ consent of the principal regarding credit :

✔ must inform the principal with the info of the buyers ✔ if the agent failed to provide info, it is deemed cash

Contract of SALE

✔ person may sell in his name a property belonging to other as long as he can transfer the ownership at the time of delivery = VALID ✔ person may sell in his name a property belonging to other as long as he can transfer the ownership at the time of delivery, if he failed to do it = liable for BREACH OF WARRANTY AGAINST EVICTION

CONTRACT of AGENCY : nature

✔ personal ✔ representative ✔ derivative

Instruction : concept

✔ private orders given by the principal ✔ 3rd person need not to know

CONTRACT of AGENCY: basis

✔ representation agent acts on behalf of the principal on matters within the scope of his authority as if it was performed by principal

Who may revoke the agency if there are 2 or more principals

✔ solidary. anyone from the principals even without consent

Authority : concept

✔ subject matter where the agent is commissioned to act ✔ 3rd persons are bound to know if the agent is acting within the authority ✔ 3rd person has the right to require agent to present written authority

Revocation : concept

✔ terminating the agency at will ✔ principal may compel the agent to return the documents evidencing agency Who may revoke the agency if there are 2 or more principals ✔ solidary. anyone from the principals even without consent

Qui Facit Per Alium Facit Per Se

✔ the actual or real absence of the principal is converted into his legal or judicial presence

3. Agent act in excess of the scope of authority and not behalf of the principal ❌Agent act Within the Scope of Authority ❌Agent act for principal

✔ the contract will be VALID between the agent and the 3rd person only ✔ if the acting agent wasnt able to provide what is in the contract, he shall be liable to his personal property