Agency Draft

Compensation

Kinds

General Obligations and Scope

Business Organization

Agency

GROUP 3

Compensation

Kinds



Agency

As to manner of its CREATION

As to its CHARACTERAs to the EXTENT of business coveredAs to how CONSTRUED

As to its NATURE and EFFECTS

KINDS OF AGENCY (Articles 1868-1877, Civil Code)

As to AUTHORITY

Merlie

Compensation

Kinds



Agency KINDS OF AGENCY (Articles 1868-1877, Civil Code)


(a) EXPRESS – agent has been actually authorized by the principal, either ORALLY or in WRITING

(b) IMPLIED – one which is implied

From the acts of the principal, From his silence or lack of action Failure to repudiate the agency knowing that another

person is acting on his behalf without authority

Acts of the agent which carry out the agency From his silence or inaction according to

circumstances

Merlie

Compensation

Kinds



Agency KINDS OF AGENCY (Articles 1868-1877, Civil Code)As to manner of its CREATION

As to its CHARACTER

(a) EXPRESS(b) IMPLIED

(a) GRATUITOUS- agent receives no compensation for his services

(b) COMPENSATED/ONEROUS

GENERAL RULE:ART. 1875. Agency is presumed to be for a compensation, unless there is proof to the contrary.

The prima facie presumption that the agency is for a compensation may be contradicted by contrary evidence.

Merlie

Compensation

Kinds


Merlie


Agency Agency is presumed to be for compensationUnless: there is proof to the contraryWhen there is no compensation mentioned

Absence or presence of compensation

Neither does the agent have to prove that agency is for compensation

There is still a contract of Agency

Does not affect validity; Compensation is not necessary or essential requirement

Compensation

Kinds





As to its CHARACTER

As to the EXTENT of business covered


(a) GRATUITOUS-(b) COMPENSATED/ONEROUS

(a) GENERAL– comprise all business of the principal(b) SPECIAL– comprise one or more specific transactions

Merlie

Compensation


Merlie


Agency

General /Special

Construction

Acts of Admin

Kinds When it comprises ALL

of the business of the principal

GENERAL SPECIAL

When it comprises1 or more transactions

GENERAL AGENT SPECIAL AGENT-he shall be authorized to conduct a series of transactions-involving continuity of service

-he shall be authorized to conduct a single or series of transactions-not involving continuity of service

SPA

Compensation

Kinds





As to its CHARACTER


As to how CONSTRUED


(a) GRATUITOUS-(b) COMPENSATED/ONEROUS

(a) GENERAL(b) SPECIAL

(a) COUCHED IN GENERAL TERMS —deemed to comprise only acts of administration

(b) COUCHED IN SPECIFIC TERMS — one authorizing only the performance of a specific act or acts. (Art. 1878.)

Merlie

Compensation

Kinds




As to how CONSTRUED

(a) COUCHED IN GENERAL TERMS —created in general terms;

deemed to comprise only acts of administration even if P should state that he withholds no power or that A may execute such acts as he may deem appropriate or even if agency should authorize a general or unlimited management (Art. 1877)

Merlie

Compensation

Kinds




As to how CONSTRUED


If NOT an act of administration, a SPA is required (Art. 1878 – instances requiring SPA) as the acts are classified as

(a) acts of strict dominion or ownership (b) gratuitous contracts, or (c) contracts where personal trust or confidence is of the

essence.

NO SPA = CONTRACT IS UNENFORCEABLE

Merlie

Compensation

Kinds




As to how CONSTRUED


HOWEVER:(1) SPA to sell excludes the power to mortgage; SPA to mortgage

does not include the power to sell

BUT if the power given is to raise money for which an agent may sell property or avail of all other means, a mortgage would be valid

(2) SPA to compromise does not authorize submission to arbitration.

P trusts the judgment of the A but not the judgment of the arbitrator.

Merlie

Compensation

Kinds




As to AUTHORITY

(a) Express – the authority is clearly defined and is spelled out in terms that the agent fully understands what is to be done

(b) Implied – only the general nature of the authority is defined, but is deemed to include acts necessary to accomplish the purpose

(c) General – the agent’s discretion is complete

(d) Special – particular instructions are given (e) Apparent- when the agent or a third person is led to believe by the principal that he is an agent.

Merlie

Compensation

Kinds





As to its CHARACTER


As to how CONSTRUED

(a) Express (b) Implied

(a) Gratuitous(b) Compensated/Onerous

(a) General(b) Special

(a) Couched in General Terms (b) Couched in Specific Terms


(a) Ostensible/representative– Agent acts in the name and rep of the principal

(b) Simple/commission– Agent acts in his own name but for the account of principal

As to AUTHORITY(a) Express (b) Implied(c) General (d) Specific (e) Apparent

Compensation

Kinds





(b) Simple/commission– Authorized agent acts in his own name but for the account of principal = AGENCY WITH AN UNDISCLOSED PRINCIPAL (VS AGENCY BY ESTOPPEL?)

•AGENCY BY NECESSITY, conditions: (IMPLIED)(1) Real existence of an emergency (2) Inability to communicate with the principal (3) Exercise of additional authority is for principal’s protection (4) Adopts reasonable means, premises duly considered, and (5) Authority ceases the moment the emergency no longer demands it

SPECIAL CIRCUMSTANCES WHERE AGENCY IS CREATED:

•AGENCY BY ESTOPPEL

Merlie

Compensation

Kinds



Agency As to its NATURE and EFFECTS

EFFECTS IN THE FOLLOWING INSTANCES:

A acts in P’s behalf of authority: VALID – principal is bound

A acts with P’s authority but in A’s behalf: VALID – principal is not bound except if 1882 applies (beneficial

to P)

“A” w/o authority but in behalf of P : UNENFORCEABLE – but P can ratify

“A” w/o authority in his behalf – VALID – provided at the time of delivery he can deliver

Valid or not valid

Valid or not valid

Valid or not valid

Valid or not valid

Merlie

Compensation


Sherylle


Agency

General /Special

Construction

Acts of Admin

Kinds Acts of Administration

SPA

If it is couched in general terms, it only comprises of

even if the principal should stateHOW CONSTRUED

are those that arenecessary in the day to day affairs of the business of the principal

- that he withholds no power or - that the agent may execute such acts as he may deem appropriate or

even if agency should authorize a general or unlimited management (Article 1876).

Compensation


Sherylle


Agency

General /Special

Construction

Acts of Admin

Kinds Acts of Administration

SPA

If it is couched in general terms, it only comprises of

If what is to be performed is HOW CONSTRUED

are those that arenecessary in the day to day affairs of the business of the principal

a Special Power of Attorney is required in certain instances

NOT Acts of Administration

Compensation


Sherylle


Agency

General /Special

Construction

Acts of Admin

Kinds

Acts of Administration

SPA

are those that are necessary in the day to day affairs of the business of the principal

Special Power of Attorney is required in the following instances:


Payments

Novation

Compromise

Waiver

Ownership

Gifts

Loan

Lease

Service

Partnership

Guarantor

Real Rights

Inheritance

Ratify

Strict Dominion

to make payments as not usually considered acts of administration

to effect novations which put an end to obligations already inexistence at the time the agency was constituted

Payments

Novation

Compensation


Sherylle


Agency

General /Special

Construction

Acts of Admin

Kinds


SPA




Payments

Novation

Compromise

Waiver

Ownership

Gifts

Loan

Lease

Service

Partnership

Guarantor

Real Rights

Inheritance

Ratify

Strict Dominion

to compromise submit questions to arbitration, to renounce the right to appeal, to waive objections to venue or to abandon prescription already acquired

Compromise

Waiver to waive any obligation gratuitously

Compensation


Sherylle


Agency

General /Special

Construction

Acts of Admin

Kinds


SPA




Payments

Novation

Compromise

Waiver

Ownership

Gifts

Loan

Lease

Service

Partnership

Guarantor

Real Rights

Inheritance

Ratify

Strict Dominion

to enter into a contract by which ownership over an immovable is transmitted or acquiredgratuitously or for valuable consideration

Ownership

Gifts to make gifts, except -customary ones for charity or -those made to employees in the businessmanaged by the agent

Compensation


Sherylle


Agency

General /Special

Construction

Acts of Admin

Kinds


SPA




Payments

Novation

Compromise

Waiver

Ownership

Gifts

Loan

Lease

Service

Partnership

Guarantor

Real Rights

Inheritance

Ratify

Strict Dominion

to loan or borrow money, unless the latter act be urgent and indispensable for the preservation of the things which are under administration

Loan

Lease to lease real property to another fora period exceeding one year

Compensation


Abegail


Agency

General /Special

Construction

Acts of Admin

Kinds


SPA




Payments

Novation

Compromise

Waiver

Ownership

Gifts

Loan

Lease

Service

Partnership

Guarantor

Real Rights

Inheritance

Ratify

Strict Dominion

Service to bind the principal to render servicewithout compensation

Partnership to bind the principal in a contract ofpartnership

Compensation


Abegail


Agency

General /Special

Construction

Acts of Admin

Kinds


SPA




Payments

Novation

Compromise

Waiver

Ownership

Gifts

Loan

Lease

Service

Partnership

Guarantor

Real Rights

Inheritance

Ratify

Strict Dominion

Guarantor to obligate the principal as a guarantor or surety

Compensation


Abegail


Agency

General /Special

Construction

Acts of Admin

Kinds


SPA




Payments

Novation

Compromise

Waiver

Ownership

Gifts

Loan

Lease

Service

Partnership

Guarantor

Real Rights

Inheritance

Ratify

Strict Dominion

to accept or repudiate an inheritanceInheritance

to create real rights or convey real rights over immovable propertyReal Rights

Compensation


Abegail


Agency

General /Special

Construction

Acts of Admin

Kinds


SPA




Payments

Novation

Compromise

Waiver

Ownership

Gifts

Loan

Lease

Service

Partnership

Guarantor

Real Rights

Inheritance

Ratify

Strict Dominion

to ratify obligationscontracted before the agency

Ratify

Strict Dominion any other act of strict dominion

Compensation


Abegail


Agency

General /Special

Construction

Acts of Admin

Kinds


SPA




Payments

Novation

Compromise

Waiver

Ownership

Gifts

Loan

Lease

Service

Partnership

Guarantor

Real Rights

Inheritance

Ratify

Strict Dominion

to give the agent a clear mandate specifically authorizing the performance of an act

Need for a SPA

the acts are classified as :(a) acts of strict dominion or ownership(b) gratuitous contracts, or (c) contracts where personal trust or

confidence is of the essence.

Compensation


Abegail


Agency

General /Special

Construction

Acts of Admin

Kinds


SPA




Payments

Novation

Compromise

Waiver

Ownership

Gifts

Loan

Lease

Service

Partnership

Guarantor

Real Rights

Inheritance

Ratify

Strict Dominion

If an act of the agent requires a SPA, its absence renders the contract unenforceable.

A GENERAL POWER OF ATTORNEY CONTAINING AUTHORIZATION FOR ACTS WHICH REQUIRES A SPECIAL POWER OF ATTORNEY IS ALLOWED

-(Veloso vs. CA , 260 SCRA 593).

Compensation


Abegail


Agency

General /Special

Construction

Acts of Admin

Kinds


SPA




Payments

Novation

Compromise

Waiver

Ownership

Gifts

Loan

Lease

Service

Partnership

Guarantor

Real Rights

Inheritance

Ratify

Strict Dominion

In relation to Article 1878, (1) SPA to sell excludes the power to mortgage, and

SPA to mortgage does not include the power to sell as the real object is to dispose of the property,

if however the power given is to raise money for which an agent may sell property or avail of all other means – then a mortgage would be valid

Compensation


Abegail


Agency

General /Special

Construction

Acts of Admin

Kinds


SPA




Payments

Novation

Compromise

Waiver

Ownership

Gifts

Loan

Lease

Service

Partnership

Guarantor

Real Rights

Inheritance

Ratify

Strict Dominion

In relation to Article 1878, (2) a SPA to compromise does not authorize submission to

arbitration.The principal trusts the judgment of the agent

but not the judgment of the arbitrator.

Compensation


Nilo


Agency

General /Special

Construction

Acts of Admin

Kinds

SPA

Scope of AuthorityExceeding Authority

Acts in Agent’s Name

RULES THAT GOVERN THE PERFORMANCE BY THE AGENT OF THE AGENCY

the general obligations and scope of power of the agent are:

(a) He must act within the scope of his authority (Article 1881).

-the right of the agent to effect legal relations with his principal by the performance of acts effectuated by and in accordance with the principal’s manifestation of consent.

AUTHORITY

He may do such acts as may be conducive to the accomplishment of the purpose of the agency.

Compensation


Nilo


Agency

General /Special

Construction

Acts of Admin

Kinds

SPA




Kinds of AUTHORITY

– the authority is clearly defined and is spelled out in terms that the agent fully understands what is to be done

– only the general nature of the authority is defined, but isdeemed to include acts necessary to accomplish the purpose

– the agent’s discretion is complete

– particular instructions are given

- when the agent or a third person isled to believe by the principal that he is an agent.

(a) Express (b) Implied

(e) Apparent

(c) General (d) Special

Compensation


Nilo


Agency

General /Special

Construction

Acts of Admin

Kinds

SPA




Cause Effect

Authority Powervs.

Authority given by the principal tothe agent

is the one that empowers the agent, who can now act.

Compensation


Nilo


Agency

General /Special

Construction

Acts of Admin

Kinds

SPA




(b1) The limits of an 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 (Article 1882).

The conditions of the agency can be improved, but not made worse.

The agent cannot be said to have exceeded the scope of his authority because

it is presumed that if it were the principal so acting, he would have followed the more advantageous course.

POSSIBLE THAT THE POWER OF THE AGENT BEBROADER THAN THE PRINCIPAL -if it is more advantageous to the principal.

Compensation


Nilo


Agency

General /Special

Construction

Acts of Admin

Kinds

SPA




(b2) If an agent is constrained to act beyond the authority given him

it can be justified

- refers to the concept that the agent’s authority is correspondingly enlarged to cope with the necessities or exigencies of the moment

If it is considered as an

Agency by Necessity

The conditions are:(1) real existence of an emergency (2) inability to communicate with the

principal (3) exercise of additional authority is for

principal’s protection (4) He adopts family reasonable means,

premises duly considered, and(5) authority ceases the moment the

emergency no longer demands it

- always presuppose that an agency is already in existence

Compensation


Melanie


Agency

General /Special

Construction

Acts of Admin

Kinds

SPA




(c) if an agent acts in his own name,

the principal has no right ofaction against the persons with whom the agent contracted

neither have such persons against the principal

In such is the case, the agent is directly responsible to the persons with whom he contracted as if the transaction has his own except when the contract involves things belonging to the principal. It is also without prejudice to actions between the principal and the agent. (Article 1883)

AGENCY WITH AN UNDISCLOSED PRINCIPAL. there is a contract of agency as the agent here WAS AUTHORIZED BUT ACTED IN HIS OWN NAME,

as opposed to anAgency by Estoppel-the agent is liable alone as the fact of representation disappearsinsofar as the third person and

the principal.

Compensation


Melanie


Agency

General /Special

Construction

Acts of Admin

Kinds

SPA




Agent Acts in

With Authority

With Out Authority

Principal’s behalf Agent’s behalf

Valid principal is bound

Valid principal is not bound except if 1882 applies

Unenforceable but principal can ratify

Art. 1403 – paragraph IThose entered into in the name of another person by one who has given a authority or legal representative or who has cited beyondhis powers.

Valid provided at the time of delivery he can deliver

Compensation


END


Agency

General /Special

Construction

Acts of Admin

Kinds

SPA



Agency Draft

Documents

civil codeas

gratuitous agent

general terms

extent of business coveredas

creation express agent

validity compensation

compensation mentionedabsence

writing implied