Civil Code > TITLE XIV. AGENCY 1

TITLE XIV. AGENCY

Chapter 1. General provisions

Art. 2179 – Source of authority.

The authority to act on behalf of another may derive from the law or a contract.

Art. 2180 – Form of authority.

Where the law requires that a contract be made in a prescribed form, the authority to enter into such contract on behalf of another shall be given in the same form.

Art. 2181 – Scope of power of attorney.

(1) The scope of a power of attorney given by contract shall be fixed in accordance with the contract.

(2) Where the agent informs a third party of his power of attorney, the scope of his authority shall, as regards such third party, be fixed in accordance with the information given to him by the agent.

(3) The scope of a power of attorney shall be interpreted in a restrictive manner.

Art. 2182 – Extinction of power of attorney.

(1) Unless otherwise agreed, a power of attorney given by contract shall be extinguished where the principal or the agent dies, is declared absent, becomes incapable or is adjudged bankrupt.

(2) The provisions of sub-art (1) shall apply where a body corporate ceases to exist.

Art.2183 – Revocation of authority.

(1) The principal may at any time restrict or revoke, as regards third parties, the authority he gave to the agent to make contracts in his name.

(2) Any waiving of such right shall be of no effect.

Art. 2184 – Document to be returned.

(1) The agent shall upon the authority coming to an end return to the principal the document, if any, evidencing his authority.

(2) He may not retain such document until final settlement of his accounts or claims with the principal.

Art. 2185 – Loss of document.

Where the agent alleges to have lost the document evidencing his power, the principal may, at the expense of the agent, apply to the court to declare that the document is revoked.

Art. 2186 – Justification of authority.

Whosoever has dealings with an agent may at any time require him to produce a justification of his authority and, where his authority is evidenced by a document, to produce a copy of such document duly signed by the agent.

Art. 2187 – Conflicting interests.

(1) A contract mad by an agent in a case where his interests conflict with those of the principal may be cancelled at the request of the principal where the third party who entered into the contract knew or should have known of the conflict.

(2) The principal shall, within two years from his knowing of such circumstances, declare whether or not he intends to cancel the contract.

(3) The contract shall be cancelled where the third party concerned fails to declare his intention to be bound by the contract within two months from having been informed of the principal’s intention to cancel the contract.

Art. 2188 – Contract with oneself.

(1) A contract made by an agent may be cancelled at the request of the principal where the agent made the contract with himself, whether he acted on his own behalf or in the name of a third party.

(2) The provisions of sub-art. (2) and (3) of Art. 2187 shall apply in such case.

(3) Nothing in this Article shall affect the special provisions applicable to commission agents (Art. 2248 and 2252).

Art. 2189 – Complete agency.

(1) Contracts made by an agent in the name of another within the scope of his power shall be deemed to have been made directly by the principal.

(2) The principal may avail himself of any defect in the consent of the agent at the time of the making of the contract.

(3) Any fraud committed by the agent may be set up against the principal by the third party who entered into the contract with the agent.

Art. 2190 – Abuse or Lapse of power.

(1) Contracts made by an agent in the name of another outside the scope of his power may be ratified or repudiated at his option by the person in whose name the agent acted.

(2) The provisions of sub-art (1) shall apply where the agent acted under an authority which had lapsed.

Art. 2191 – Option of principal.

(1) The third party having entered into the contract with the agent may demand that the person in whose name the agent acted immediately declare whether he intends to ratify or to repudiate the contract.

(2) Failing immediate ratification, the contract shall be deemed to be repudiated.

Art. 2192 – Effect of ratification.

Where the contract is ratified, the agent shall be deemed to have acted within the scope of his power.

Art. 2193 – Effect of repudiation.

(1) The provisions of Art. 1808-1818 of this Code shall apply where the contract is repudiated.

(2) The third party having entered into the contract with the agent may demand that the damage caused to him by reason of his having in good faith believed in the existence of a valid authority be made good in accordance with the provisions of the following Articles.

Art. 2194 – Liability.

(1) The agent shall be liable to pay compensation to the third party in the case referred to in Art. 2193.

(2) The agent shall not be liable where he acted in good faith not knowing the reason by which his authority had come to an end.

(3) The principal shall in such case be liable to pay compensation.

Art. 2195 – Liability of principal

The principal shall be jointly liable with the agent where:

(a) he informed a third party of the existence of the power of attorney but failed to inform him of the partial or total revocation of such power; or

(b) he failed to ask the agent to return the document evidencing the power of attorney and failed to seek a judicial decision to the effect that such document was revoked; or

(c) he caused in any other manner, in particular by his statements, behaviour or failure to act, a third party to believe that the person with whom he was dealing was authorized to act on behalf of the principal.

Art. 2196 – Exclusion of liability.

(1) Except in cases of fraud, a third party who has dealings with the agent may not claim compensation from the agent on the ground that he acted outside the scope of his authority where such third party, prior to entering into the contract, took cognizance of the document evidencing the authority of the agent.

(2) A third party may not claim compensation where the personal qualifications of the person with whom he has dealings is not essential to him and the agent agrees to be personally bound by the act he has done on behalf of another.

Art. 2197 – Agent acting on his own behalf.

(1) An agent who acts on his own behalf shall personally enjoy the rights or incur the liabilities deriving from the contracts he makes with third parties, notwithstanding that such third parties know that he is an agent.

(2) Third parties shall in such case have no direct action against the principal and may only exercise against him, on behalf of the agent, the rights pertaining to the agent.

Art. 2198 – Rights of principal.

(1) Without prejudice to the rights of third parties in good faith, the principal may recover any movable which the agent acquired on his behalf while acting in his name.

(2) He may substitute himself for the agent with a view to enforcing the claims acquired on his behalf.

(3) The principal may not exercise his rights under this Article unless he discharges his obligations towards the agent.

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