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II - Formalities of Agency - Coggle Diagram

- - - - Villanueva Critiques - No equivalent in the old civil code. This provision is a superfluity at best and misleading at worst. Agency as a preparatory contract has no commercial significance on its own without any juridical acts being pursued in the name of the principal. Thus, unlikely that there can be implied acceptance by silence or inaction as agent would need to represent themselves in behalf of the principal.
      - FROM THE SIDE OF THIRD PERSONS (1873) - So long as the principal informs another party that he has given power of attorney to agent, the latter becomes a duly authorized agent WITH respect to the person who received the information.
        
        Note that these apply even when there is no meeting of the minds between the agent and the principal.
        
        PUBLIC ADVERTISEMENT - Principal states in public ad that they have given power of attorney to a particular individual, the latter is deemed a duly authorized agent with regard to ANY person.
  - - - PARTIES ARE NOT TOGETHER - Allowed in two situations.
        
        General power of Attorney - Principal transmits power of attorney to an agent who receives it without objection.
        
        Villanueva Critiques - 1872 provides a better rule for implied acceptance i.e. only these two circumstances allow for implied.
        
        Power of Attorney; Business Related - Principal transmits power of attorney with respect to the business in which he is habitually engaged as an agent and, agent does not reply to the letter or telegram.
    - - AS TO THIRD PERSONS - Must act with ordinary prudence and diligence to ascertain capacity of person representing themselves as an agent. However, they may take the declaration and representation of a principal with respect to appointment of an agent at face value.
        
        AS TO AGENT (1317 & 1403) - Agency is perfected by mere consent. Thus, any defects in the exercise of the power of the agent does not render the contract of agency void, instead impairs the enforceability of the contract.
        
        REQUIRED FORM OF GRANT - May be by e-mail or electronic document as allowed by the Electronic Commerce Law. However, not necessary that it be in writing.
        
        POWER OF ATTORNEY (Wee v. De Castro) - An instrument in writing by which one person, as a principal, appoints another as his agent and confer upon him the authority to perform certain specified acts or kinds of acts on behalf of the principal.
        
        PRESUMPTION;GPA (1877) - Every agency couched in general terms can only be construed as granting the agent power to execute acts of administration.
        
        EXTENT OF PRESUMPTION - This applies IN ALL situations UNLESS a special power of attorney has been EXPLICITLY granted. Thus, even if principal says he witholds no power from agent, etc. it is still a general power of attorney.
        
        ADMINISTRATION;DEFINED - An act in the ordinary course of business. Limited to day to day running of affairs. Does not encompass power of strict ownership such as the power to sue.
        
        POWER TO HIRE (Yu Chuck v. Kong Li Po) - Covered by general power of attorney unless expressly limited by board of directors.
        
        Business/Transactions Covered (1876) - Civil code only provides for general or special agency.
        
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        XCPN; SPA (1878) - Refers to power exclusive to acts of strict dominion.
        
        FORM - Because it is required that a grant of SPA be in express terms, clearest form of grant is often in writing.
        
        EFFECT OF EXCEEDING AUTHORITY - Renders the act VOID for being contrary to law.
        
        Registration (Katigbak v. Tai Hing Co) - Sec. 50 CA 496 - While it is true that a power of attorney not recorded in the registry of deeds is ineffective in order than an agent or attorney-in-fact may validly perform acts in the name of his principal, and that any act performed by the agent by virtue of said with respect to the land is ineffective against a third person who, in good faith, may have acquired a right thereto, it does, however, bind the principal to acknowledge the acts performed by his attorney-in-fact regarding said property
        
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        Home Insurance Company v. US Lines, et al)(ROC, Rule 138, Sec. 23) requires special authority for attorneys to compromise the litigation of their clients. While the rules don’t state that the special authority be in writing , the court has every reason to expect that, if not in writing, the same be duly established by evidence other than the self-serving assertion of counsel himself that such authority was verbally given to him
        
        ENUMERATION - The following are considered acts of strict dominion.
        
        Article 1879. A special power to sell excludes the power to mortgage; and a special power to mortgage does not include the power to sell. (n)
        
        Article 1880. A special power to compromise does not authorize submission to arbitration. (1713a)
        
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        2. NOVATION - Refers to novation of obligations already existing at the time the agency was constituted. If obligation subsequent to agency, then power to create obligation granted by the agency implies power to novate.
        
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        3. LITIGATION MATTERS - Covers power to compromise, submit questions to arbitration, renounce right to appeal, waive objections to venue, abandon a prescription already acquired.
        
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        5. CONTRACTS OVER IMMOVABLES - By which ownership of an immovable is transmitted or acquired, either gratuitously or for a valuable consideration.
        
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        9. BIND PRINCIPAL TO SERVICE WITHOUT COMPENSATION - An agent may bind themselves to the contract of agency without compensation. BUT they cannot bind the principal without compensation.
        
        10. PARTNERSHIP - Covers every agreement by a agent on behalf of the principal which obliges the same to contribute money or industry to a common fund with intent of deriving profits therefrom. (NCC 1767)
        
        11. GUARANTOR/SURETY
        
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        13. INHERITANCE - Refers to either acceptance or repudiation of an inheritance as guaranteed under NCC 1044.
        
        14. OBLIGATIONS PRIOR TO AGENCY - Refers to either ratification or recognition of such obligations.
        
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        15. ANY OTHER ACT OF STRICT DOMINION
        
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        REVOCATION
        
        GENERAL POWER OF ATTORNEY - Does not prejudice third persons who acted in good faith and without knowledge of revocation. Revocation in newspaper of general circulation sufficient warning to third persons.
        
        AGENCY FOR SPECIFIC CONTRACT - Does not prejudice the specified persons, if they were not given notice thereof.
      - AGENCY BY ESTOPPEL (1873 & 1911) - Principal is solidarily liable with the agent if he allowed the agent to act as though he had full powers.
        
        ELEMENTS (LITONJUA, JR. V. ETERNIT CORP.)
        
        REPRESENTATION - Principal manifested a representation of the agent's authority or knowingly allowed the agent to assume such authority.
        
        GOOD FAITH - Third person, in good faith relied upon such representation.
        
        CHANGE OF POSITION - Third person changed his position to their detriment due to representation.
        
        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. This must be through a Board resolution.
        
        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.
        
        Title of SPA - Irrelevant, determined by the contents of the body.