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Law On Agency Atty. Andrix Domingo Notes Quizzer
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‘Northern CPAR: Business Laws — Law on Agency NORTHERN CPA REVIEW 4° Floor Pelzloy Centrum, Lower Session Road, Baguio City Contact Numbers: 09294801788; 09272128204 E-mail
[email protected]
BUSINESS LAWS THE Law on Agency Agency ‘A contract whereby a person binds himself to render some service or to do something in representation or in behalf of ‘another, with the consent and authority othe later. Characteristics of agency Principal Preparatory Consensual Onerous Nominate Bilateral ‘Commutative Parties to a contract of agency, capacity ofthe parties, 1. Principal 2 Agent Distinguish agency from similar contracts or relations (1) Loan — a borrower is given money (a) for purposes of his avm (in ageney, to advance principal's business) and he must generally (b) return it whether or not the business i successful (2) Lease of service ~ The (a) basis of employment and the lessor (Ike a servant) ordinary (b) performs only ministerial (not diseretionary) functions. (3). Contract ora piece of work The independent contractor exercises his employment independently and not in representation of the employer. (4). Partnership —& partner acts not only or his eo-pariners and the partnership but also as a principal for himself (In ageney, agent acts only for his principal (6) Negotiorum gestio— Its (a) quasi-contract;(b) the gesto acts without authority and knowledge of the owner ofthe property of business although according to his (c) presumed (not express) will by exercising “all dligence of a good father of a family.” In both, however, there is representation. (6). Sale ~ In sale (as distinguished from ageney to sel), the buyer (a) receives the goods as ower, (b) pays the proe (the agent elves the proceeds ofthe sale), (c) can deal wth principal), and (2) as a general ule, cannot retum the objet sold (7) Brokerage ~ a broker merely (a) an intermediary between the purchaser and the vendor whose only office isto bring together the patties to te transaction and has (0) no relation tothe thing ne buys oF sels, while a (commission) agent maintains a relation not onfy with his principal and the purchaser or vendor but also wit the property the subject matter of the transaction ‘whic is placed in his possession and a his isposal in accordance with his author (8) Relations between quarsian and ward - While tre quarcan ats for and in behalf of his ward, he does not, however, derive his authority to act from the ward. How agency relationship is created 4. By appointment 2. Byratfication 3. Byestoppel 4, By necessity Kinds of agency 1. According to form a. Express 2) Oral agreement 2) Whiten agreement b, Implied an ageney may be implied from the following 2) Acts ofthe principal 2). Silence of the principal 3) Lackof action ofthe principal 4) Failure of the principal to repudiate the agency 2. According to extent General agency — when it comprises al the business ofthe principal . Special agency — when it comprises of one or more specific transactions. 3. According to authority conferred Agency couched in general terms (general power of attorney) b. Agency couched in specific terms — a special power of attomey is required forthe performance of the following speatfic acts 1) To make such payments as are not usually considered acts of administration 1 Driven for real excellence! BL by Atty. Andrix Domingo, CPA BL - 6" Batch - HQ04‘Northern CPAR: Business Laws ~ Law on Agency 2) Toeffect novations 3) To-compromise 2) To submit questions to arbitration }) To renounce the right to appeal from a judgment 6) Towaive objections tothe venue of an acto, 7), To abandon a preseription already acquired. 8) Towaive obligations gratuitously 9) To enter into any contract by which the ovmership of an immovable is transmitted or acquired either gratuitously or for a valuable consideration. 10) To make gits 21) To loan or borow money 12) To lease any real property to another person for more than a year 13) To bind the principal to render some service without any compensation, 414) To bind the principal n a contact of partnership. 415) To obligate the principal as a guarantor or surety 36) To create or convey real rights over immovable property. 47) To accept or repudiate an inheritance 18) To ratty or recognize obligations contracted before the agency. 19) Any other act of strit dominion 4, According to its character: (a). Gratuitous (>) Compensated or onerous 5. According to its nature and effects: (a). Ostensible representative — one where the agent acs in the name and representation of the principal (b)_ Simple or commission — one where the agent acs forthe account ofthe principal but in his own name Kinds of acceptance of agency by the agent. 1. Express 2 Implied ‘Announcement of appointment by an agent 1. By special information 2. By public advertisement Basic principles of agency 1. The agent must act within the scope of his authority 2. The agent must act in behalf of his principal Obligations of an agent Obligations, in.general, of a person who accepts an agency 1. To cary out the agency 2. Tobe lable for damages which, through his non-performance, the principal may suffer. 3. Toinish the business already begun on the death of the principal, should delay entail any danger. ‘Specific obligations of an agent 4. To advance the necessary funds if there was a stipulation to that effect 2. Toact in accordance with the instructions of the principal 3. Notto cary out an agency if its execution would manifestly result in loss or damage to the principal 4, Tobe liable for damages if there being a conflict between his interest and that of the principal, he should prefer his own 5. Nol to borrow the money ofthe principal without the principal's consent, ifthe latter has authorized him to lend the principal's money at interest. 6. To render an accounting of his transactions and to deliver to the principal whatever he may have received by virtue of the ‘agency, even though it may not be owing tothe prinipal 7. Agent liabiliy when he appoinis a substiute ‘Who is a sub—agent? Asub-agent (or substitute) is a person to whom the agent delegates, as his agent the performance of an act forthe principal ‘which the agent has been empowered to perform, Liability of two or more agents they have been appointed simultaneously 9. Tobe liable fr interest on the sums he has applied to his own, 10. Agents ably fhe contacts in the name ofthe principal General Rule: The agent who acts as such shall not be lable tothe party with whom he contrac, Exceptions: The agent shal be personally lable i te following cases: a. The expressly binds himsel b. Ishe exceeds the limits of his authority giving such party sufcient noice of his powers. Rules if the other party was aware of the agent's acting beyond the limits of his authority 1) Ifthe agent cid not undertake to secure the principal's ratfcation, the contract shall be void 2) Ifthe agent undertook to secure the principal's ratification of the act and the principal does not ray the same, the agent shall be liable 3) Ifthe principal ratifies the contract, the contract shall be enforceable against the principal. 2 Driven for real excellence! BL by Atty. Andrix Domingo, CPA BL - 6" Batch - HQO4‘Northern CPAR: Business Laws — Law on Agency 11. To be responsible not only for traud, but also for negligence ‘Commission agent is one who buys and sells goods or chattels consigned or delivered to him by his principal, for a compensation known as ‘commission, General rule: The commission agent cannot sell on credit Exception: The commission agent can sell on credit only withthe express or implied consent of the principal Effects if the commission agent sells on credit without principal's consent 1) The principal may demand payment from him in cash, 2) The commission agent, however, shal be eniled 1 any interest or benefit, which may result from such sale. del ctedere commission Del credere commission (also called guarantee commission) isan additional cammission by which the agent (who also gets his ‘ordinary commission) shall bear the risk of collection and shall pay the principal the proceeds of the sale on the same terms agreed upon with the purchaser. Obligations ofthe principal 1. To comply with all he obligations which the agent may have contracted within the scope of his authority. 2. Tobe bound for any obligation wherein the agent has exceeded his power fhe rales such obligation expressly or tacitly 3. To be solar iable with the agent if he alowed the latter to act as though he had full powers when the agent exceeded his authority. 4, To advance to the agent sums necessary forthe execution of the agency should the agent so request. 5. To reimburse the agent the sums advanced by the latter even ifthe business or undertaking was not Successful provided the agent i ree trom all fault 6. To indemnity the agent or all damages wihich the execution of the agency may have caused the latter, without faut or negligence on his part 7. ability ven there are two or more principals Extinguishment of agency ‘Modes of extinguishment of agency ®8y revocation By withdrawal ofthe agent By the death, civil intercction, insanity or insolvency of the principal or ofthe agent. By the dissolution ofthe frm or corporation which entrusted or accepted the agency. By the accomplishment ofthe object or purpose ofthe agency By the expiration of the period for which the agency was constituted Revocation refers tothe act of the principal of terminating the agency at will confidence and representation being the foundation of the contract. Kinds of revocation a. Express b._ Implied When agency may not be revoked at will Ifa bilateral contract depends upon the agency. . Ifthe agency isa means of futling an obligation already contracted. ©. Ifa partner is appointed manager of a partnership in the contract of partnership and his removal fom the management is Unjustanie 4. _IFagency is coupled with interest Withdrawal by the agent ~ By the agent giving due notice tothe principal of his withdrawal Death of the principal — As a general rule, the death ofthe principal extinguishes the agency. However, the agency isnot extinguished in te following ‘Ifthe agency has been constituted inthe common interest ofthe principal and the agent b. Ifthe agency has been constuted in the interest of a third person who has accepted the situation in his favor. Death of the agent 1. Effect of death of agent in agency The death ofthe agent extinguishes the agency 2 Duty of agents heirs Notify the principal ofthe agent's death ‘To adopt inthe meantime such measures asthe circumstances may demand inthe interest of the principa ‘quizzer: 1. contract whereby a person binds himself to render some service or to do something in representation or in behalf of another, vith the consent and authority of the later is known as: a. Coniract of lease of services €. Contact fora piece of work b. Contract of agency Contract to sell 2. contract of agency has the folowing characteristics except that tis not & Aconsensual contract .A nominate contract Driven for real excellence! BL by Atty. Andrix Domingo, CPA BL - 6" Batch - HQO4‘Northern CPAR: Business Laws ~ Law on Agency b. An accessory contract 4. abilateral contract 3. P appointed Ato be his agent to administer his mango orchard while Pisin USA, but A died leaving hs Son, B, of egal age to take care of the mango orchard until P arived. This is an agency created by a. Estoppel ». Ratification 6. Assignment 4. Operation of law 4, A.amanufacturer and 8, a disvibutor agreed to a contract where A will deliver 2,000 units of A's products to B every month and 8 will soll the products at A's suggested prices plus 15%. All unsold units atthe end ofthe year shall be bought back by Aat the same price atthe time the products were ordered. A shall hold B tree trom any claim for defects in the units. The contract between A and B is a. Contract of Sale ©. Contract to ease b. ‘Sale with right to repurchase 4. Ageney 10 sell 5. The following are characteristics of a contract of agency, except @. Consensual ». Principal «. Inmominate 4, Bilateral 6. _In-ageney, the agent represents a. Aperson whois capacitated ©. Hei and creditors of the estate b. Aperson whois incapacitated d. The judicial court 7. Which of the folowing refers to a contact of agency? ‘a. He represents an incapacitated person «. He's controlled by the principal b. There sno meeting of minds d. The legal relation is always created by aww 8, Thisrequites a special power of atomey, except To accept or repudiate an inheritance ©. Toenter into compromise b. Toetectrovation d. To lease real property for one year 9. Tan agent enters ino a contract inthe name of his principal, exceeding the scope of his authority, the contract is a. Voidable ». Unenforceable c. Reseissible d. Void 10. On day 1, A appointed B as his agent covered by a general power to lease his car o Zfor eight months. On day 2, A appointed C as his agent covered by a special power to lease the same car fortwo months On day 3, Adiectly transacted business with Z, leasing the car fr two months. Which is correct? ‘The appointment of Bis valid hecause itis covered by a general power b. The appointment of Cis valid because itis covered by special power ¢. The appointments of B and C are considered revoked because the principal rectly transacted with Z d. The appointment of Bis vad because tis the earliest appointment 11. Nota fundamental obligation ofthe agent . Sacrifice his interest and give itto the principal if there isa confit b. Torender an accounting ofthe transaction €. Should not cary out the agency even if thats the instruction, ithe knew it would result in a loss or damage to the principal 4. Can be the borrower ithe is authorized to lend 12. Appointed B as his agent to sell his ear for P250,000. B sold the car to C for P250,000 but B acted in his own name. After delivery, C inspected the car and she found hidden defects inthe car. 1S A, as principal, able to C even if 8 acted in his own name? ‘No, applying “caveat emptor or let the buyer beware b. Yes, because this is a contract involving property belonging to the principal €. No, because the contrat of sale is between B and C . Yes, if C was aware ofthe hidden defects 13, To improve the financial condition of his principal, an agent with general powers of administration given to him bythe principal in ving, Sold two parcels of land, one for less than the price appearing in the inventory prepared by the principal and the other for double the price that appeared in the aforesaid inventory. Which is correct? ‘Both contracts cannot be enforced against the principal b. Both contacts are binding upon the principal ¢. The sale for double the price apaearing inthe inventory is binding upon the prinipal d. The sale for less than te price appearing in the inventory is binding upon the principal 14, Nota mode of extinguishing an agency a. Accomplishment of agency b. Death ofthe principal, and the agency is forthe interest of ether the principal or agent c. Insanity of the principal or agent 4d. Dissolution of the frm or corporation which entrusted or accepted the agency 4 Driven for real excellence! BL by Atty. Andrix Domingo, CPA BL - 6" Batch - HQO4‘Northern CPAR: Business Laws ~ Law on Agency 15, Bears the rsk of collecting from the buyer the price of the sale Commission agent ». Delegacion 6. Del Credere agent 4. Expromission 16. Iisa contract wherein a person binds himself to render some service in representation or on behalf of another, with the consent or authority ofthe latter a. Agency b. Contract of service 6, Contract of piece or work 4. Partnership 17. Ageney can be rovoked at wll ‘When a bilateral contract depends upon it b. Ifitis the means of ulin an obligation already contracted C. Ifa partner is appointed managing partner in the articles of partnership and his removal is unjustifiable . When the principal drecty manages the business entrusted tothe agent 18, Pedro trucks corporation (Pedro) which is based in Metro Manila, sent a letter with a special power of attorney to Alberto Ahente (Alberto). an agent dealing with trucks in the latter's ofce in Cebu, appointing Alberto as the agent of Pedro to sel its ‘new trucks. The letter which was sent through LBC Courier Services, was duly received by Alberto Ahente, who signed in the logbook of LBC. Alberta, however, did not respond to the letter. Based on the foregoing data An agency was created between Pedro and Alberto by the implied acceptance of Alberto of the agency. b. Noagency was created between Pedro and Alberto because Alberto did not respond to the letter. c. An agency was created by the ratification of Alberto when he duly received the letter with a special power of attorney. dd Noagency was created because of the inaction of Alberto 19 The following statements refer either to authoty or instruction given by the principal to his agent |. Relates tothe kind of business or transaction upon which the agent is commissioned to act Il. Concerns the prineipal andthe agent Ii Refers tothe mode of action by the agentn carrying out the agency. IM. Third persons can require the agent to present to them since they are chargeable with knowledge thereof You are to determine whether the above statements pertain to authority or instruction, Vand Irefer to authorty «Il and IV refer to instuction b. Land v refer to authority dll and IV refer to instruction 2» Petra, a singer based in Cebu, authorized Alma, also a singer, to go to Manila to look fra nightclub where Petra could sing. When Alma arived in Manila, she presented hersel, nat Pea, as the singer, lo the Raymond Tiger Bar which engaged her services to sing nightly for two months at the club, Based on the foregoing information, which of the folowing statements is correct? Petra has a right of acton against Raymond Tiger Bat. . Raymond Tiger Bar has a right of action against Petra . The contract between Alma and Raymond Tiger Baris a valid contract between them, not between Petra and Raymond Tiger Bar 4. The contact between Allona and Raymond Tiger Sars void because Petra was not the party thereto a Rad Bik Cars Corporation (Rad Bik) an authorized dealer of PONY cars appointed Armando as is agent to sell the cars ofthe company. The authoriy of Armando includes the giving ofa discount of P20, 000.00 to customers who pay in cash, One day, Carmina, a customer, went to the company’s car center and told Armando that she wanted to buy a car with & sales price of P600, 000.00. However, as she only had P5SO, 000.00, she told Armando that she would take the car if rmando ‘agreed toa discount of P50, 000.00, Armando agreed and sold the car to Carmina at P550, 000,00 in behalf f the corporation \What is the status of the sale mace by Armando to Carmina? . Voidable at the instance of Rad Bik because it did not gve its consent tothe sale atthe discount of P50, 00.00. . Unentorceable against Rad Bik, the principal, because Armando acted beyond the scope of his authority. ©. Void because the additional discount of P30, 000.00 given by Armando was not authorized by Rad Bik d. Rescissible, because Rad Bik suffered damage of P20, 000.00 2 Bal gave Escala a special power of attorney wherein it was vitten that Escala was being authorized to sell the {wo cars of Bal. However, Bal and Escala had an understanding that Escala should sell only one ofthe cars. scala sold the {wo cars to Zeus who was not aware ofthe instruction given by Bal o Escala, ‘Bali bound by the sale of only one car in accordance with his understanding with Escala . Bali bound by the sae of the two cars because that is what is contained in the special power of attomey as wten . Bal isnot bound at all by the sale of either one or both of the two cars because Escala violated the instructions given by Bal Bal willbe bound by the sale of one or both cars at his option, 2B P gave a power of attomey to A for the sale of his tho cars, a Toyota and a Lancer, Their agreement included ‘among other provisions, te folowing: (1) A shall be enttled to a commission of 10% based on the actual seling price of the cars which P fixed at a minimum of P400, 000.00 forthe Toyota and P500, 000,00 forthe Lancer; (2)A need not render P any accounting of his transactions as long as A turns over the actual seling price ofthe cars net ofthe commission of 10% A was able to sell the Toyota to Colorado for P410, 000.00, and the Lancer for P500, 000.00 to Escala who gave A a tip of P20, (00.00. After the sale, P demanded from A an accountng ofthe transactions that he had made but A refused claiming that it 5 Driven for real excellence! BL by Atty. Andrix Domingo, CPA BL - 6" Batch - HQO4‘Northern CPAR: Business Laws - Law on Agency 26 a 29 31 was enough that he tured over the net selling price of PB40, 000.00 (P800,000.00 less 10%6 of F800,000.00 as commission) oP as agreed to by the two of them, Decide: A, need not render an accounting to P because that was their agreement . A, must account and deliver to P only the sum of P900, 000.00. . A, must account and deliver to P the sum of p90, 090.00, dA, must account and deliver to P P930, 000.00, The following statements refer to ether a commission agent or a broker. |. He has a relation not only wit his principal, and the buyers or sellers, but also with the property whichis the object of the transaction. Il. Maintains no relation with the thing he purchases or sels, Ii The goods are placed in his possession and disposal IV. Helis merely an intermediary whose funetion is to bring the partes to the transaction, Determine whether the above statements pertain fo commission agent or broker. {andl pertain to a commission agent. ¢ Il and Il pertain toa broker | and IV pertain to a commission agent. dd. and IV pertain toa broker. ‘The principal is no able forthe expenses incurred by the agent inthe folowing except: ‘When although the agent acted in contravention ofthe principals instructions, the principal wishes to avail himself ofthe benefits derived from the contract b. When it was stipulated thatthe agent would be allowed only toa certain sum, \When the agent incured them knowing that an unfavourable result would ensue, ifthe prineipal was not aware thereo, When the expenses were due tothe fault ofthe agent When two persons contract with regard to the same immovable thing, one of them with the agent, and the other with the principal, and the contract are incompatible with each other, onmership shall be transferred to: The fist purchaser in good faith b. The ist who completed the payment of the price in good faith ©. The fist who wil egister in good faith the transaction, The one who presents the oldest tile who must be in good faith ‘An agency is impliedy revoked in three ofthe folowing cases. Which is the exception? \When a new agent is appointed forthe same business or transaction. \When the principal directly manages the business entrusted tothe agent, dealing direct with third persons, . When a special power of attorney is granted to another agent pertaining toa special matter involved in a general power of attorney issued toa previous agent. When the desire ofthe principals to help the agent manage the business. Penelope appointed Alicia as her agent to sell a set of bakery equipment for PSO, 000.00 with an ordinary commission of 10% and a guarantee commission of 15%, Alciais authorized to sell on credit. Alicia was able to sell, in behalf of Penelope, the bakery equipment for P50, 000.00 to Nicole who issued a check ten days after the sale, On the tenth day, however, the check was dishonoured by the bank because Nicole did not have sufficient funds for it. Alicia is lable to Penelope because she must bear the risk of collecting the price ftom Nicole. . Alicia is notable to Penelope because the dishonor of the check was without Alicia’ fault ©. Alicia is notable to Penelone because she is not the purchaser but Nicole Alicia is table to Penelope because she acted beyond the soope of his authority. P appointed Aas his agent. The authorty ofA cd not authorize Ato appoint a substitute but it did not also prohibit him ftom appointing one. in this case: ‘Armay appoint a substitute because he isnot prohibited ftom doing so in his authority but he shall be liable forthe acts of the substiute ‘A may not appoint a substiute because there is no express provision in his appointment from P allowing him to appoint one, ‘A may appoint a substtute but he shall be liable for the acts of the substitute only when the substitute is notoriously incompetent of insolvent 4d. Amay appoint a substtute only when the substtute is designated in the authority given by Pto A The following cases were presented to you for evaluation: |. Ailateral contract depends upon the agency. Il. The ageney is a means of filing an obligation previously contracted Ii The agency is one where the partner was appointed manager inthe contract of partnership and the removal ofthe partner from the management is unjustifiable. In which of the above cases isthe principal not alowed to revoke the agency? Vand b. Mandi . (and dd. Aland The following are modes of extinguishing an agency, except: Death, civil interdiction, insanity or insolvency ofthe principal agent. ‘Agcomplishment on the purpose ofthe agency. Expiration of the period Tor which the agency was consituted Continued losses onthe part ofthe principal ar agent. 6 Driven for real excellence! BL by Atty. Andrix Domingo, CPA BL - 6" Batch - HQO4‘Northern CPAR: Business Laws ~ Law on Agency 2 R, S and T, each one owning a separate lot, appointed to sell their asin one instrument. Under the agreement ‘Auill receive a commission of 10% ofthe selng price of each lot. was able to sell the lt f R for P00, 090.00 the lat of S for P200, 000.09; and the lt of T for P300, 000.00. How much commission may A collet from R? a 60,000.00 b. P10, 000.00 «. P20,000.00 . P30, 000.00 3 This s an agency that comprises one of more specific transactions ofthe principal Special agency ©. Ageney couched in general terms b. General agency d. Agency couched in spectc terms a P, owner of a certain ca, authorized A to sel the car for P100, 000.00 cash. A, however, sod the car in the name of Pfor P110, 000.00 but on credit. 8, the buyer knew that atthe time of the transaction that A's authority was to sell the car to oon cash basis. The contract entered into by Ais: Void, because B was aware of AS limit of authority. In this case, Ais not fable because he did not undertake to get P's ratification Valid, because the transaction, athough, it was for credit, was more advantageous to P. Accordingly P will be lable. ©. Unenforceable against P because A acted in excess of his authority. Thus, A alone wl be liable d.Rescissible, because P will suffer damage ifthe sales price is not paid by B % P appointed A as commission agent to sell P's goods for P10, 000,00 cash. A, however, sold the goods on credit for P11, 000,00 without P's consent. Based on the foregoing fac, which of the folowing options are avaiable to P? |. Pmay demand immediate payment P11, 000.00 cash, II. P may demand immediate payment in P10, 000.00 cash. However, A shall be entitled to keep the excess of Pl, 000.00 \when he collects the price of P11, 00.00, IIL. P may ray the sale on credit of P1L, 000.00 and wat forthe amount tobe collected Either | or il b. Either i ort Either 1 or 4. tonly 6 P leads B to believe that Ais his (Ps) agent. However, Ais not really the agent of P. Later, B transacted with A believing that Ais the agent of P. What kind of agency was created here? Agency by ratification «. Agency by estoppel b. Agency by appointment d.ageney by necessity 37. «When a sale ofa piece of land or ay interest therein is through an agent, the authority ofthe later shall be ina public instrument, otherwise the sale shall be void ‘Agency is presumed tobe without compensation unless there is roof tothe contrary a. both are tue bi. both are false ©. only the fists tue 4. only the second is true 38, -Aspecial power to sell includes the power of morigage and a special power to morigage includes the power to sell «Should there be astipuiation tha the agent shall advance the necessary funds, he shal be bound to do so even when the Principal is insolvent a. both are tue bs. both are false 6. only the firsts tue . only the second is true 38. «fhe agent has been empowered to borrow money he may himself be the lender atthe current rate of interest and if he has been authorize to lend money at interest, he can borrow. Every agent is bound to render an acount of his transaction and to deliver to te principal whatever he may have recelved by Virtue ofthe ageney even though it may not be owing tothe principal a. both are tue bs. both are false 6. only the firsts tue . only the second is true 40.
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