Agency.pdf

ARTICLE 1868. By the contract of agency a person binds himself to render some service or to do something in representation or on behalf of another, with the consent or authority of the latter. (1709a) ARTICLE 1869. Agency may be express, or implied from the acts of the principal, from his silence o...

ARTICLE 1868. By the contract of agency a person binds himself to render some service or to do something in representation or on behalf of another, with the consent or authority of the latter. (1709a) ARTICLE 1869. Agency may be express, or implied from the acts of the principal, from his silence or lack of action, or his failure to repudiate the agency, knowing that another person is acting on his behalf without authority. Agency may be oral, unless the law requires a specific form. (1710a) ARTICLE 1870. Acceptance by the agent may also be express, or implied from his acts which carry out the agency, or from his silence or inaction according to the circumstances. (n) ARTICLE 1871. Between persons who are present, the acceptance of the agency may also be implied if the principal delivers his power of attorney to the agent and the latter receives it without any objection. (n) ARTICLE 1872. Between persons who are absent, the acceptance of the agency cannot be implied from the silence of the agent, except: (1) When the principal transmits his power of attorney to the agent, who receives it without any objection; (2) When the principal entrusts to him by letter or telegram a power of attorney with respect to the business in which he is habitually engaged as an agent, and he did not reply to the letter or telegram. (n) ARTICLE 1873. If a person specially informs another or states by public advertisement that he has given a power of attorney to a third person, the latter thereby becomes a duly authorized agent, in the former case with respect to the person who received the special information, and in the latter case with regard to any person. The power shall continue to be in full force until the notice is rescinded in the same manner in which it was given. (n) ARTICLE 1874. When a sale of a piece of land or any interest therein is through an agent, the authority of the latter shall be in writing; otherwise, the sale shall be void. (n) ARTICLE 1875. Agency is presumed to be for a compensation, unless there is proof to the contrary. (n) 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. (1712) ARTICLE 1877. An agency couched in general terms comprises only acts of administration, even if the principal should state that he withholds no power or that the agent may execute such acts as he may consider appropriate, or even though the agency should authorize a general and unlimited management. (n) ARTICLE 1878. Special powers of attorney are necessary in the following cases: (1) To make such payments as are not usually considered as acts of administration; (2) To effect novations which put an end to obligations already in existence at the time the agency was constituted; (3) To compromise, to submit questions to arbitration, to renounce the right to appeal from a judgment, to waive objections to the venue of an action or to abandon a prescription already acquired; (4) To waive any obligation gratuitously; (5) To enter into any contract by which the ownership of an immovable is transmitted or acquired either gratuitously or for a valuable consideration; (6) To make gifts, except customary ones for charity or those made to employees in the business managed by the agent; (7) To loan or borrow money, unless the latter act be urgent and indispensable for the preservation of the things which are under administration; (8) To lease any real property to another person for more than one year; (9) To bind the principal to render some service without compensation; (10) To bind the principal in a contract of partnership; (11) To obligate the principal as a guarantor or surety; musawi (12) To create or convey real rights over immovable property; (13) To accept or repudiate an inheritance; (14) To ratify or recognize obligations contracted before the agency; (15) Any other act of strict dominion. (n) 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) ARTICLE 1881. The agent must act within the scope of his authority. He may do such acts as may be conducive to the accomplishment of the purpose of the agency. (1714a) ARTICLE 1882. The limits of the 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. (1715) ARTICLE 1883. If an agent acts in his own name, the principal has no right of action against the persons with whom the agent has contracted; neither have such persons against the principal. In such case the agent is the one directly bound in favor of the person with whom he has contracted, as if the transaction were his own, except when the contract involves things belonging to the principal. The provisions of this article shall be understood to be without prejudice to the actions between the principal and agent. (1717) ARTICLE 1884. The agent is bound by his acceptance to carry out the agency, and is liable for the damages which, through his non-performance, the principal may suffer. He must also finish the business already begun on the death of the principal, should delay entail any danger. (1718) ARTICLE 1885. In case a person declines an agency, he is bound to observe the diligence of a good father of a family in the custody and preservaKon of the goods forwarded to him by the owner unKl the laLer should appoint an agent. The owner shall as soon as pracKcable either appoint an agent or take charge of the goods. (n) ARTICLE 1886. Should there be a sKpulaKon that the agent shall advance the necessary funds, he shall be bound to do so except when the principal is insolvent. (n) ARTICLE 1887. In the execuKon of the agency, the agent shall act in accordance with the instrucKons of the principal. In default thereof, he shall do all that a good father of a family would do, as required by the nature of the business. (1719) ARTICLE 1888. An agent shall not carry out an agency if its execuKon would manifestly result in loss or damage to the principal. (n) ARTICLE 1889. The agent shall be liable for damages if, there being a conflict between his interests and those of the principal, he should prefer his own. (n) ARTICLE 1890. If the agent has been empowered to borrow money, he may himself be the lender at the current rate of interest. If he has been authorized to lend money at interest, he cannot borrow it without the consent of the principal. (n) ARTICLE 1891. Every agent is bound to render an account of his transacKons and to deliver to the principal whatever he may have received by virtue of the agency, even though it may not be owing to the principal. Every sKpulaKon exempKng the agent from the obligaKon to render an account shall be void. (1720a) ARTICLE 1892. The agent may appoint a subsKtute if the principal has not prohibited him from doing so; but he shall be responsible for the acts of the subsKtute: (1) When he was not given the power to appoint one; (2) When he was given such power, but without designaKng the person, and the person appointed was notoriously incompetent or insolvent. All acts of the subsKtute appointed against the prohibiKon of the principal shall be void. (1721) ARTICLE 1893. In the cases menKoned in Nos. 1 and 2 of the preceding arKcle, the principal may furthermore bring an acKon against the subsKtute with respect to the obligaKons which the laLer has contracted under the subsKtuKon. (1722a) ARTICLE 1894. The responsibility of two or more agents, even though they have been appointed simultaneously, is not solidary, if solidarity has not been expressly sKpulated. (1723) ARTICLE 1895. If solidarity has been agreed upon, each of the agents is responsible for the non- fulfillment of the agency, and for the fault or negligence of his fellows agents, except in the laLer case when the fellow agents acted beyond the scope of their authority. (n) ARTICLE 1896. The agent owes interest on the sums he has applied to his own use from the day on which he did so, and on those which he sKll owes a\er the exKnguishment of the agency. (1724a) ARTICLE 1897. The agent who acts as such is not personally liable to the party with whom he contracts, unless he expressly binds himself or exceeds the limits of his authority without giving such party sufficient noKce of his powers. (1725) ARTICLE 1898. If the agent contracts in the name of the principal, exceeding the scope of his authority, and the principal does not raKfy the contract, it shall be void if the party with whom the agent contracted is aware of the limits of the powers granted by the principal. In this case, however, the agent is liable if he undertook to secure the principal’s raKficaKon. (n) ARTICLE 1899. If a duly authorized agent acts in accordance with the orders of the principal, the laLer cannot set up the ignorance of the agent as to circumstances whereof he himself was, or ought to have been, aware. (n) ARTICLE 1900. So far as third persons are concerned, an act is deemed to have been performed within the scope of the agent’s authority, if such act is within the terms of the power of aLorney, as wriLen, even if the agent has in fact exceeded the limits of his authority according to an understanding between the principal and the agent. (n) ARTICLE 1901. A third person cannot set up the fact that the agent has exceeded his powers, if the principal has raKfied, or has signified his willingness to raKfy the agent’s acts. (n) ARTICLE 1902. A third person with whom the agent wishes to contract on behalf of the principal may require the presentaKon of the power of aLorney, or the instrucKons as regards the agency. Private or secret orders and instrucKons of the principal do not prejudice third persons who have relied upon the power of aLorney or instrucKons shown them. (n) ARTICLE 1903. The commission agent shall be responsible for the goods received by him in the terms and condiKons and as described in the consignment, unless upon receiving them he should make a wriLen statement of the damage and deterioraKon suffered by the same. (n) ARTICLE 1904. The commission agent who handles goods of the same kind and mark, which belong to different owners, shall disKnguish them by countermarks, and designate the merchandise respecKvely belonging to each principal. (n) ARTICLE 1905. The commission agent cannot, without the express or implied consent of the principal, sell on credit. Should he do so, the principal may demand from him payment in cash, but the commission agent shall be enKtled to any interest or benefit, which may result from such sale. (n) ARTICLE 1906. Should the commission agent, with authority of the principal, sell on credit, he shall so inform the principal, with a statement of the names of the buyers. Should he fail to do so, the sale shall be deemed to have been made for cash insofar as the principal is concerned. (n) ARTICLE 1907. Should the commission agent receive on a sale, in addiKon to the ordinary commission, another called a guarantee commission, he shall bear the risk of collecKon and shall pay the principal the proceeds of the sale on the same terms agreed upon with the purchaser. (n) ARTICLE 1908. The commission agent who does not collect the credits of his principal at the Kme when they become due and demandable shall be liable for damages, unless he proves that he exercised due diligence for that purpose. (n) ARTICLE 1909. The agent is responsible not only for fraud, but also for negligence, which shall be judged with more or less rigor by the courts, according to whether the agency was or was not for a compensaKon. (1726) ARTICLE 1910. The principal must comply with all the obligaKons which the agent may have contracted within the scope of his authority. As for any obligaKon wherein the agent has exceeded his power, the principal is not bound except when he raKfies it expressly or tacitly. (1727) ARTICLE 1911. Even when the agent has exceeded his authority, the principal is solidarily liable with the agent if the former allowed the laLer to act as though he had full powers. (n) ARTICLE 1912. The principal must advance to the agent, should the laLer so request, the sums necessary for the execuKon of the agency. Should the agent have advanced them, the principal must reimburse him therefor, even if the business or undertaking was not successful, provided the agent is free from all fault. The reimbursement shall include interest on the sums advanced, from the day on which the advance was made. (1728) ARTICLE 1913. The principal must also indemnify the agent for all the damages which the execuKon of the agency may have caused the laLer, without fault or negligence on his part. (1729) ARTICLE 1914. The agent may retain in pledge the things which are the object of the agency unKl the principal effects the reimbursement and pays the indemnity set forth in the two preceding arKcles. (1730) ARTICLE 1915. If two or more persons have appointed an agent for a common transacKon or undertaking, they shall be solidarily liable to the agent for all the consequences of the agency. (1731) ARTICLE 1916. When two persons contract with regard to the same thing, one of them with the agent and the other with the principal, and the two contracts are incompaKble with each other, that of prior date shall be preferred, without prejudice to the provisions of arKcle 1544. (n) ARTICLE 1917. In the case referred to in the preceding arKcle, if the agent has acted in good faith, the principal shall be liable in damages to the third person whose contract must be rejected. If the agent acted in bad faith, he alone shall be responsible. (n) ARTICLE 1918. The principal is not liable for the expenses incurred by the agent in the following cases: (1) If the agent acted in contravenKon of the principal’s instrucKons, unless the laLer should wish to avail himself of the benefits derived from the contract; (2) When the expenses were due to the fault of the agent; (3) When the agent incurred them with knowledge that an unfavorable result would ensue, if the principal was not aware thereof; (4) When it was sKpulated that the expenses would be borne by the agent, or that the laLer would be allowed only a certain sum. (n) ARTICLE 1919. Agency is exKnguished: tuLaLm (1) By its revocaKon; (2) By the withdrawal of the agent; (3) By the death, civil interdicKon, insanity or insolvency of the principal or of the agent; (4) By the dissoluKon of the firm or corporaKon which entrusted or accepted the agency; (5) By the accomplishment of the object or purpose of the agency; (6) By the expiraKon of the period for which the agency was consKtuted. (1732a) ARTICLE 1920. The principal may revoke the agency at will, and compel the agent to return the document evidencing the agency. Such revocaKon may be express or implied. (1733a) ARTICLE 1921. If the agency has been entrusted for the purpose of contracKng with specified persons, its revocaKon shall not prejudice the laLer if they were not given noKce thereof. (1734) ARTICLE 1922. If the agent had general powers, revocaKon of the agency does not prejudice third persons who acted in good faith and without knowledge of the revocaKon. NoKce of the revocaKon in a newspaper of general circulaKon is a sufficient warning to third persons. (n) ARTICLE 1923. The appointment of a new agent for the same business or transacKon revokes the previous agency from the day on which noKce thereof was given to the former agent, without prejudice to the provisions of the two preceding arKcles. (1735a) ARTICLE 1924. The agency is revoked if the principal directly manages the business entrusted to the agent, dealing directly with third persons. (n) ARTICLE 1925. When two or more principals have granted a power of aLorney for a common transacKon, any one of them may revoke the same without the consent of the others. (n) ARTICLE 1926. A general power of aLorney is revoked by a special one granted to another agent, as regards the special maLer involved in the laLer. (n) ARTICLE 1927. An agency cannot be revoked if a bilateral contract depends upon it, or if it is the means of fulfilling an obligaKon already contracted, or if a partner is appointed manager of a partnership in the contract of partnership and his removal from the management is unjusKfiable. (n) ARTICLE 1928. The agent may withdraw from the agency by giving due noKce to the principal. If the laLer should suffer any damage by reason of the withdrawal, the agent must indemnify him therefor, unless the agent should base his withdrawal upon the impossibility of conKnuing the performance of the agency without grave detriment to himself. (1736a) ARTICLE 1929. The agent, even if he should withdraw from the agency for a valid reason, must conKnue to act unKl the principal has had reasonable opportunity to take the necessary steps to meet the situaKon. (1737a) ARTICLE 1930. The agency shall remain in full force and effect even a\er the death of the principal, if it has been consKtuted in the common interest of the laLer and of the agent, or in the interest of a third person who has accepted the sKpulaKon in his favor. (n) ARTICLE 1931. Anything done by the agent, without knowledge of the death of the principal or of any other cause which exKnguishes the agency, is valid and shall be fully effecKve with respect to third persons who may have contracted with him in good faith. (1738) ARTICLE 1932. If the agent dies, his heirs must noKfy the principal thereof, and in the meanKme adopt such measures as the circumstances may demand in the interest of the laLer. (1739)