SPECIAL POWER OF ATTORNEY

Form

Agency is a consensual contract. It is perfected when consent of the parties

meet. As such, there is no required form for its validity. The requirement is for
enforceability purposes. This is so that the agent can show proof that he/she
is authorized to do a certain act for the principal.
Acceptance need not be oral, it may be seem from the silence of the agent or
from his execution of the acts he is authorized to perform.
Where powers granted are couched in general terms, and grants all possible
powers and withholds nothing back from being granted to the agent, such
agency consists only of a general power of attorney.
General Power of Attorney covers only acts of administration.

Special Power of Attorney (SPA)

Art. 1878 expressly states that a Special Power of Attorney is required in

certain acts:
o To make such payments as are not usually considered acts of
administration.
o To effect novations which put an end to obligations already in existence
at the time the agency was constituted.
o 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.
o To waive any obligation gratuitously.
o To enter into any contract by which the ownership of an immovable is
transmitted or acquired either gratuitously or for valuable
consideration.
o To make gifts, except customary ones for charity or those made to
employees in the business managed by the agent.
o To loan or to borrow money, unless the latter act be urgent and
indispensable for the preservation of the things which are under
administration.
o To lease any real property to another person for more than one year.
o To bind the principal to render some service without compensation.
o To bind the principal in a contract of partnership.
o To obligate the principal as a guarantor or surety.
o To create or convey real rights over immovable property.
o To accept or repudiate an inheritance.
o To ratify or recognize obligations contracted before the agency.
o Any other act of strict dominion.
Does it have to be written? The article is silent. Going by the principle that
agency is consensual, even an SPA need not be written.
o But again, how do you show a person you are transacting with that you
have such authority if you have no written SPA.

The peculiar case in Art. 1874 requiring that an SPA be written does not deal
with the validity of the agency. It deals with the validity of the SALE.
o Art. 1874. When the 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.

LEASE

Lease is a contract where one of the parties binds himself to give to another
the enjoyment or use of a thing for a price certain, and for a period which
may be definite or indefinite. However, no lease for more than ninety-nine
years shall be valid. (Art. 1642, Civil Code)
Requisites: (same as contract)
o Consent- meeting of the minds
o Prestation- object of the obligation
o Consideration- the cause for the prestation
Being but a special form of contract, the parties may stipulate all terms and
conditions as are not violative of laws, morals, good customs, and public
policy. BUT:
Valuable consideration is essential in a lease, because if the consideration
is pure liberality or gratuity, the contract is one of commodatum and not
lease.
If a lease for a period of more than 1 year is entered into, it must be in
writing.
o Otherwise, it is unenforceable. Not void. UNENFORCEABLE.
o The unenforceability is based on the Statute of Frauds in Art. 1403(2)
(e)

CHATTEL MORTGAGE

Chattel Mortgage is a contract where personal property is placed as security

for the performance of a principal obligation by registering it as mortgaged in
the Registry of Deeds.
If there is delivery instead of registration, pledge, and not chattel mortgage
exists.
Art. 2085 lays down the essential requisites common to pledge and
mortgage:
o For security of a principal obligation
o Pledgor or mortgagor must be the absolute owner
o There must be free disposal of the property, or full authority to dispose
of the same.
Additional Requisites specific to Chattel Mortgage:
o Property must be personal property
o Must be recorded in the Chattel Mortgage Register as security for the
performance of a principal obligation.
o Affidavit of Good Faith (Chattel Mortgage Law)

For corporations, such mortgage may be signed by a director, trustee,

cashier, treasurer, or manager thereof, or by a person authorized on the part
of such corporation to make or to receive such mortgage. (Sec. 6, Chattel
Mortgage Law)