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Compensation
Kinds
General Obligations and Scope
Business Organization
Agency
GROUP 3
Compensation
Kinds
General Obligations and Scope
Business Organization
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
General Obligations and Scope
Business Organization
Agency KINDS OF AGENCY (Articles 1868-1877, Civil Code)
As to manner of its CREATION
(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
General Obligations and Scope
Business Organization
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
General Obligations and Scope
Merlie
Business Organization
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
General Obligations and Scope
Business Organization
Agency KINDS OF AGENCY (Articles 1868-1877, Civil Code)
As to manner of its CREATION
As to its CHARACTER
As to the EXTENT of business covered
(a) EXPRESS(b) IMPLIED
(a) GRATUITOUS-(b) COMPENSATED/ONEROUS
(a) GENERAL– comprise all business of the principal(b) SPECIAL– comprise one or more specific transactions
Merlie
Compensation
General Obligations and Scope
Merlie
Business Organization
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
General Obligations and Scope
Business Organization
Agency KINDS OF AGENCY (Articles 1868-1877, Civil Code)
As to manner of its CREATION
As to its CHARACTER
As to the EXTENT of business covered
As to how CONSTRUED
(a) EXPRESS(b) IMPLIED
(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
General Obligations and Scope
Business Organization
Agency KINDS OF AGENCY (Articles 1868-1877, Civil Code)
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
General Obligations and Scope
Business Organization
Agency KINDS OF AGENCY (Articles 1868-1877, Civil Code)
As to how CONSTRUED
(b) COUCHED IN SPECIFIC TERMS — one authorizing only the performance of a specific act or acts. (Art. 1878.)
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
General Obligations and Scope
Business Organization
Agency KINDS OF AGENCY (Articles 1868-1877, Civil Code)
As to how CONSTRUED
(b) COUCHED IN SPECIFIC TERMS — one authorizing only the performance of a specific act or acts. (Art. 1878.)
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
General Obligations and Scope
Business Organization
Agency KINDS OF AGENCY (Articles 1868-1877, Civil Code)
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
General Obligations and Scope
Business Organization
Agency KINDS OF AGENCY (Articles 1868-1877, Civil Code)
As to manner of its CREATION
As to its CHARACTER
As to the EXTENT of business covered
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
As to its NATURE and EFFECTS
(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
General Obligations and Scope
Business Organization
Agency KINDS OF AGENCY (Articles 1868-1877, Civil Code)
As to its NATURE and EFFECTS
(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
General Obligations and Scope
Business Organization
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
General Obligations and Scope
Sherylle
Business Organization
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
General Obligations and Scope
Sherylle
Business Organization
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
General Obligations and Scope
Sherylle
Business Organization
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:
NOT Acts of Administration
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
General Obligations and Scope
Sherylle
Business Organization
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:
NOT Acts of Administration
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
General Obligations and Scope
Sherylle
Business Organization
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:
NOT Acts of Administration
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
General Obligations and Scope
Sherylle
Business Organization
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:
NOT Acts of Administration
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
General Obligations and Scope
Abegail
Business Organization
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:
NOT Acts of Administration
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
General Obligations and Scope
Abegail
Business Organization
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:
NOT Acts of Administration
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
General Obligations and Scope
Abegail
Business Organization
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:
NOT Acts of Administration
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
General Obligations and Scope
Abegail
Business Organization
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:
NOT Acts of Administration
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
General Obligations and Scope
Abegail
Business Organization
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:
NOT Acts of Administration
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
General Obligations and Scope
Abegail
Business Organization
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:
NOT Acts of Administration
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
General Obligations and Scope
Abegail
Business Organization
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:
NOT Acts of Administration
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
General Obligations and Scope
Abegail
Business Organization
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:
NOT Acts of Administration
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
General Obligations and Scope
Nilo
Business Organization
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
General Obligations and Scope
Nilo
Business Organization
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
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
General Obligations and Scope
Nilo
Business Organization
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
Cause Effect
Authority Powervs.
Authority given by the principal tothe agent
is the one that empowers the agent, who can now act.
Compensation
General Obligations and Scope
Nilo
Business Organization
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
(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
General Obligations and Scope
Nilo
Business Organization
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
(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
General Obligations and Scope
Melanie
Business Organization
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
(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
General Obligations and Scope
Melanie
Business Organization
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
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
General Obligations and Scope
END
Business Organization
Agency
General /Special
Construction
Acts of Admin
Kinds
SPA
Scope of AuthorityExceeding Authority
Acts in Agent’s Name