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V. Extinguishment of Agency (1919 - 1932) - By Operation of law. -…

- - - - Mortgage (Pasno v. Ravina) - The power of sale given in a mortgage is a power coupled with an interest which survives the death of the grantor
        
        Collection of Debt (Ramos v. Caoibes) - Where an agent makes use of his power of attorney granting authority to collect claims after the death of his principal, the agent has the obligation to deliver the amount collected by him by virtue of said power to the administratix of the estate of his principal.
- - - - Section 134. Voluntarily Dissolution Where No Creditors are Affected. - If dissolution of a corporation does not prejudice the rights of any creditor having a claim against it, the dissolution may be effected by majority vote of the board of directors or trustees, and by a resolution adopted by the affirmative vote of the stockholders owning at least majority of the outstanding capital stock or majority of the members fo a meeting to be held upon the call of the directors or trustees.
        
        Section 138. Involuntary Dissolution. - A corporation may be dissolve by the Commission motu propio or upon filing of a verified complaint by any interested party. The following may be grounds for dissolution of the corporation:
        
        None-use of corporate charter as provided under Section 21 of his Code;
        
        Continuous inoperation of a corporation as provided under Section 21 of this Code;
        
        Upon receipt of a lawful court order dissolving the corporation;
        
        Upon finding by the final judgment that the corporation procured its incorporation through fraud;
        
        Upon finding by final judgment that the corporation:
        
        a. Was created for the purpose of committing, concealing or aiding the commission of securities violation, smuggling, tax evasion, money laundering, or graft and corrupt practices;
        b. Committed or aided in the commission of securities violations, smuggling, tax evasion, money laundering, or graft and corrupt practices, and its stockholders knew of the same; and
        c. Repeatedly and knowingly tolerated the commission of graft and corrupt practices or other fraudulent or illegal acts by its directors, trustees, officers, or employees.
        
        FORFEITURE - If the corporation is ordered dissolved by final judgment pursuant to the grounds set forth in subparagraph (e) hereof, its assets, after payment of its liabilities, shall upon petition of the Commission with the appropriate court, be forfeited in favor of the national government. Such forfeiture shall be without prejudice to the rights of innocent stockholders and employees for services rendered, and to the application for other penalty or sanction under this Code or other laws.
        The Commission shall give reasonable notice to, and coordinate with, the appropriate regulatory agency prior to the involuntary dissolution of companies under their special regulatory jurisdiction.
        
        Section 136. Dissolution by Shortening Corporation Term. - A voluntary dissolution may be effected by amending the articles of incorporation to shorten the corporate term pursuant to the provisions of this Code. A copy of the amended articles of incorporation shall be submitted to the Commission in accordance with this Code.
        Upon the expiration of the shortened term, as stated in the approved amended articles of incorporation, the corporation shall be deemed dissolve without any further proceedings, subject to the provisions of this Code on liquidation.
        In the case of expiration of corporate term, dissolution shall automatically take effect on the day of the following the last day of the corporate term stated in the articles of incorporation without the need for the issuance by the Commission of a certificate of dissolution.
- - - - Mode Of Revocation (1922) - Depends on the kind of agency.
        
        General Powers - The notice of the revocation may be made in newspaper of general circulation.
        
        Specific Powers - i.e. agency for the purpose of contracting with specified persons, such persons must be notified thereof.
        
        Public Advertisement (1873) - Notice must be rescinded int he same manner in which it was given. Here, if person specially informs another /states by public ad that he has given a power of attorney to a third person, third person becomes an agent with respect to the 2nd person.
    - - Bad Faith (Valenzuela v. CA) - Where revocation by P was due to refusal of the agent to share half of the commissions earned, revocation was in bad faith. Thus, P liable for damages, including full commissions earned prior to revocation.
        
        LEGAL BASIS - This is in accordance with the precepts in Human Relations enshrined in our Civil Code that "every person must in the exercise of his rights and in the performance of his duties act with justice, give every one his due, and observe honesty and good faith: (Art. 19, Civil Code), and every person who, contrary to law, wilfully or negligently causes damages to another, shall indemnify the latter for the same (Art. 20, id). "Any person who wilfully causes loss or injury to another in a manner contrary to morals, good customs and public policy shall compensate the latter for the damages"
      - Exclusive Agency (CMS Logging v. CA) - Does not mean that the agency is irrevocable, only that the principal would not appoint another agent to handle the business covered.
        
        Special Agency (1921) - Notice must be given to specified third persons.,
    - - Agencies coupled with Interest - Breach of trust still applies, here, the revocation becomes an act of rescission which must be clearly proven.
    - - Q. Solidary Liability - if two or more principals, one revokes in bad faith, re: liability?
        
        Article 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. (1731)
  - - - Effect on Third Persons (1921) - Without prejudice to their rights if they were not aware or not notified of the situation.
        
        INCOMPATIBILITY - There must also be incompatibility between first and second agency.
    - - Date of Revocation - No express time from when the revocation is deemed consummated. Villanueva says from the moment the principal directly manages, but this would only revoke the agency with respect to third persons with whom the P directly contracted.
        
        Effect on other Parties -
        
        Agent - must be either aware or given notice of the direct management for there to be revocation.
        
        Third Persons - Those who have previously known the power of attorney of the agent and not dealt with the principal, agency is not revoked.
        
        Commission of Agent (Guardez v. NLRC) - Agency as a contract of service, the agent would not be entitled to receive a commission if the P via direct efforts/management effects the transaction contemplated by the agency arrangement.
        
        Intent to Revoke (CMS Logging v. CA) - Direct management does not necessarily mean intent to revoke. Requires that the direct management/direct dealing when they are inconsistent with the terms of the power of attorney previously given to the agent.
    - - SPA grant to same agent (Dy Buncio and Co. v. Ong Guan Can) - If the SPA and GPA are granted to the same agent, the SPA supplants and revokes ONLY when the two are inconsistent. IF SPA limited powers, GPA deemed revoked.
        
        Rule - No inconsistency between a GPA and and SPA. Applies only when there is a GPA with provisions that are special in nature. Instead, SPA prevails as regards the special tingz in the GPA.
        
        Dy Buncio - In Dy Buncio, a limited power of attorney first THEN an SPA. SC held that
  - - - Agent's Interest - The agent's interest must be in the SUBJECT matter of the power conferred and not merely an interest in its exercise because it entitles him to compensation. i.e. if agent's interest is confined to earning compensation, not one coupled with an interest.
        
        Category (Republic v. Evangelista) - says that coupled with an interest = bilateral contract depends upon agency.
        
        Fiduciary Relationship (Caleongco v. Claparols) - If agency coupled with interest, means that no termination at the pleasure of the Principal. BUT breach of trust or violation of fiduciary duty means that the agency can be terminated.
        
        Death - Agency persists after the death of the Principal.
      - PARTNERSHIP - Mere difference in business views is not a sufficient ground to remove partner. Managing partner is appointed precisely because of potential to have different business views. Justifiable removal implies more than difference, closer to corruptness. However, may argue that difference in business views partakes of the nature of abuse of power, tax evasion etc. then justifiable removal.
        
        Stipulation in the Power of Attorney (Del Rosario v. Abad) - MERE STATEMENT IN SPA that says its an agency coupled with interest. The SPA must specify what the interest is.