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I. - Nature, Objectives and Kinds of Agencies - Coggle Diagram

- - - - WHEN PRESENT (Doles v. Angeles) - Sufficient that a person states that they are acting in behalf of a principal. Not necessary that the principal personally encounter the third person.
      - PARTIES TO A CONTRACT OF AGENCY (1868)
        
        1. Principal - The Mandante or the person represented
        
        2. Agent - The Mandatario or the representative of another.
        
        ELEMENTS OF AGENCY (Rallos v. Go Chan & Sons Realty & 1317)
        
        1. Consent (1870) - May be express or implied, sufficient that there is intent to establish the relationship.
        
        Principal - Intent to appoint or intention naturally inferable from their words or actions.
        
        Agent - Intention to accept the appointment and act on it.
        
        Sub-Agent - may join the suit of the Principal, as still under the control of the principal.
        
        XCPN; Agency by Estoppel (1873)
        
        FORM OF ACCEPTANCE (1871-1872) -
        
        Persons who are Present - can be express or implied. Delivery of principal of power of attorney and receipt of the same without objection is implied acceptance.
        
        Persons who are absent -
        GR: Mere silence cannot be taken as implied acceptance
        XCPN - Power of attorney and receipt without objection OR P entrusts A by letter/telegram of power of attorney with respect to a business in which A is habitually engaged in as an A and no reply was made.
        
        CAPACITY OF THE PARTIES - May either be a natural or juridical person. Both parties must have legal capacity, and lack thereof will have the following effects:
        
        Principal - Renders the contract of agency and the contract with the 3rd party voidable.
        
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        Lack of Consent
        
        Principal did not Consent - - NCC 1403 provides that this if the principal did not consent to the agency, valid subject to ratification.
        
        Agent did not Consent - There is no agency contract that exists.
        
        Lack of Consent (Orient Air v. CA) - No parties may be compelled to enter into an agency contract as this goes against the essence of agency.
        
        Juridical Persons (Litonjua Jr v. Eternit) - The authorization to dispose of properties/other acts of strict dominion emanates from the Corporation's board of directors.
        
        Sale over Real Property (1878 S. 12) - In authorization of sales, the board resolution must pertain SPECIFICALLY to the real property sold and the SALE of the same.
        
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        2. Object - The execution of a juridical act in relation to third parties. A contract to do.
        
        4. Agent - A person who acts as a representative and not for himself.
        
        5. Authority - Such agent acts within the scope of his authority.
        
        These two elements are found in jurisprudence. Not technically essential elements, non-compliance with them only renders the contract unenforceable, not void.
        
        3. Cause/Consideration (1875) - The compensation or commission that is paid to the agent. There is a presumption that the agency is for compensation.
        
        NATURE - Consideration need not be for onerous cause. Agency contracts may be valid if for mere liberality.
        
        Quantum Meruit - A reasonable sum of money to be paid to the agent for services rendered i.e. as much as they deserve.
        
        EFFECT OF PRESUMPTION - Burden of proof to prove cause other than onerous causes is on the claimant.
        
        WHEN ENTITLED TO COMPENSATION (Manotok Bros v. CA) - Depends on the nature of the service for which the agency was enlisted for.
        
        SERVICE ALONE - Here, agent is contracted for the rendering of service alone, not the results thereof. Entitled to compensation upon mere proof that the services have been rendered.
        
        PARTICULAR RESULT - Mere rendering of service insufficient. It must be shown that there is a close, proximate and causal connection between the agent's efforts and labor and the particular result desired such as the third party entering into a contract with the principal.
        
        ESSENTIAL CHARACTERISTICS OF AGENCY
        
        Nominate and Principal - A named contract that can stand on its own without need of another contract to validate it.
        
        EFFECT - Any other arrangement that essentially falls within its terms is considered as an agency agreement and governed by the laws on agency regardless of what the parties label it.
        
        2. Consensual (1869-1870) - Perfected by mere consent. Thus no form or solemnity required to make it binding. May be constituted and accepted impliedly or expressly by both parties.
        
        3. Bilateral and Primarily Onerous (1875) - Art. 1875 recognizes that agency may be supported by pure liberality. However, unilateral as it only creates a primary obligation on the part of an agent upon which the subordinate obligation of the principal to compensate them hinges on.
        
        Effect of Compensation(1909) - While agent liable in case of failure to fulfill obligation regardless if there was compensation or not, rigor/harshness influenced by presence or absence of the same under Art. 1909.
        
        Unilateral - if the contract is gratuitous
        
        4. Personal, Representative and Derivative (1897) - Stems from Qui facit per alim facit per se i.e. he who acts through another, acts himself. This means that agent is seen as under the control and instruction of the principal.
        
        EFFECTS
        
        Liabilities & Acts - Shall pertain to the principal, not to the agent.
        
        Role of Agent - Agent has neither rights nor obligations from the contract. No legal standing.
        
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        ACTS OF AGENT - All acts that the principal can do in person, they may do so through an agent, except those prohibited under public policy. A purchase made by agent in bad faith is bad faith on the principal.
        
        Fiduciary and Revocable - Powers of the agent are derived from the principal. Thus, fiduciary in character.
        
        EFFECTS
        
        PROPERTY (1435) - Agent is estopped from asserting or acquiring adverse title as regards to the principal.
        
        CONFLICT OF INTEREST (1491/1889 & Thomas v. Pineda) - Agent cannot choose a course favorable to himself to the detriment of the principal. Because fiduciary relationship, they must choose the best advantage of the principal.
        
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        PROPERTY OF PRINCIPAL (1491) - Agent cannot purchase the property of the principal that has been given to them for management for sale or disposition.
        
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        REVOCABILITY (Republic v. Evangelists) - As a personal contract, principal has the authority to terminate the agency anytime.
        
        Cestui Que Trust - Principal or individual who is the beneficiary of a trust.
        
        6. Preparatory and Progressive - Agency contract is merely a tool to achieve a a greater objective; that of entering into a juridical relationship on persons in behalf of the principal.
        
        EFFECT - Considerations that seek to protect the interest of third parties dealing in good faith with an agent, must, in case of conflict, prevail over principles pertaining to the relationship between the agent and the principal.
      - NATURE - A preparatory contract, whose main purpose is to enter into juridical relations with third parties through the agent.
        
        FORM (1869) - may be oral, unless the law requires a specified form.
        
        Required form (1874) - Sale of piece of land or interest therein in writing, if through an agent. Otherwise, void. Why? Land too valuable, matter of public policy.
  - - - Universal Agency - When it encompasses all the business of the principal.
      - Special/Particular Agency - When it covers only one or more specific transactions.
      - General Agency (Siasat v. IAC) - When it authorizes all acts pertaining to a business of a certain kind or at a particular place or, all acts of a particular class or series or business.
      - W/N Subject Matter covers Litigation - Not all attorney-client relationships are contracts of agency. For example, when an attorney is retained to draw up legal documents there is no agency relationship as the objective of the contract is not representation of the principal before the courts.
        
        Attorney-at-Law - Appointed agent to represent principal on legal matters. This is a contract of agency.
        
        QUALIFIED - There are certain powers which are not inherent in an attorney-at-law. e.g. they cannot compromise, arbitrate to legally bind their client without compliance with the rules on special agency/special powers of attorney.
        
        Attorney-in-Fact- Agents appointed by a principal to act on juridical relations that have nothing to do with legal matters and do not constitute a practice of law on the part of an agent.
        
        W/N it covers Acts of Administration/Ownership (1877-1880) -
        
        Special power of Attorney - Also covers acts of dominion or strict ownership. This is an exception that must be proven.
        
        Effect of Absence (NCC 5 & 1878) - Renders the contract null and void.
        
        Counterpoint (1317) - Unenforceable due to a mere defect in the contract.
        
        General Power of Attorney - Covers only acts of administration. This is presumed.
        
        Effect of Language - the body of the power of attorney determines its nature, NOT its heading. (Litonjua)
        
        POWER OF ATTORNEY - To document the instructions of the principal to the agent.
        
        Required Form - May be in oral form. Notarization is only for the probative value of the SPA.
        
        Effect of Notarization - No need to prove genuineness and due execution.
        
        Sale by Juridical Persons (Vicente v. Hi Cement & 2033) - requires authority by the Board of the company.
        
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        AGENCY BY ESTOPPEL(1900, 1911, 1921-22 & Country Banker's Insurance Assoc v. Keppel Shipyard & Litonjua v. Eternit) - for an agency by estoppel to exist, the following must be established
        
        PRINCIPAL MANIFESTED - a representation of the agent's authority OR Principal knowingly allowed the agent to assume such authority
        
        RELIANCE - third person, in good faith, relied upon such representation
        
        DETRIMENT AND POSITION - Such third person has changed his position to his detriment
        
        AGENCY BY OPERATION OF LAW (1869, 1884, 1930, 1931) - Agency as a personal contract is usually terminated upon death of one of the parties. Only examples so far are agency by estoppel (1869) and durable agency (1830)
        
        XCPN - DURABLE AGENCY (1930) - Refers to agency that persists after the death of the principal. This occurs when it has been constituted in the common interest of P and A OR in the interest of a third person who has accepted the stipulation in their favor.
        
        DEATH (Rallos v. Felix Go Chan & 1930-1931) - Although death terminates the contract, 1884 provides an exception for the continued performance of contracts commenced prior to the death of the principal. This stems from agency's character as a preparatory and progressive contract.
        
        Effect of Knowledge of Agent (1931) - Acts done by the agent without the knowledge of the death of the principal or extinguishment of agency is valid and effective with respect to 3rd persons who contracted with him in good faith.
        
        As differentiated from Op of Law and Estoppel - Agency by Estoppel is an intervention of law for equitable purpose.
        
        Estoppel in Pais & By Deed - Agency by Estoppel has the ff: elements
        
        Estoppel by Deed - 1900 & 1921 - Estoppel via a formal deed or record
        
        Estoppel in Pais - 19111.
      - Article 1876. An agency is either general or special.
        The former comprises all the business of the principal. The latter, one or more specific transactions.
    - - FROM EMPLOYMENT - There is no element of representation in a contract of employment. The employee does not have power to enter into a juridical relationship in behalf of the employer.
        
        FROM INDEPENDENT CONTRACTOR (1713) - Also no element of representation. As employer exercises no control over the worker except as to the result of the work.
        
        FROM MANAGEMENT AGREEMENT - A management agreement does not in any way involve the execution of juridical acts for the principal or create the same.
        
        FROM CONTRACT OF SALE - In a contract of agency to sell, the agent receives the thing to sell it and does not pay the price. So long as the terms of the agreement compels the purported agent to pay for the products, the contract is a sales contact.
        
        RISK-BEARING (Gonzalo Puyat) - In a contract of agency to sell,t he agent bears no risk relating to the subject matter or the price. If the contract provides for this, then it is a contract of sale.
        
        FROM A BROKERAGE CONTRACT - A broker's primary job is to be a middleman who brings the two parties together to bargain. This means that a broker does not normally have power to enter into contracts in behalf of their principal. However, if they are granted power to enter into a contract in behalf of one of the parties, then they are considered an agent.
        
        BROKER DEFINITION (Behn, Meyer and Co v. Nolting and Garcia) - A broker is a commercial term for a person/entity engaged as a middleman to bring parties together in matters pertaining to trade, commerce or navigation.
        
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        LIABILITY - A true broker does not have a fiduciary relationship with their client. However, may be held liable for quasi-delict due to improper performance of duties.
        
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        FROM PARTNERSHIP (1767) -
        
        Agency - There is mutual agency among the partners "| Agent reps but principal does not rep agent.
        
        Representation - In a partnership the partner acts for the partnership, the partner and himself. | Agent acts only for the principal
        
        Liability - The partner is personally liable with all his property after the exhaustion of the partnership's properties. | Agent, when within scope of authority does not assume personal liability
        
        Profits - A partner is entitled to a share int he profits of the partnership. | Agent is entitled ONLY to compensation
        
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