Civil Code > TITLE XIV. AGENCY 2

Chapter 2. Agency

Art. 2199 – Definition.

Agency is a contract whereby a person, the agent, agrees with another person, the principal, to represent him and to perform on his behalf one or several legally binding acts.

Section 1. Formation and object of agency

Art. 2200 – Form of agency.

(1) Authority may be conferred upon an agent either expressly or impliedly.

(2) Where the act to be performed by the agent is under the law to be made in a prescribed form, such form shall be complied with in conferring authority upon the agent.

Art. 2201 – Acceptance of agency.

(1) Acceptance by the agent of his appointment may be either express or implied.

(2) The appointment as an agent shall be deemed to be accepted, unless it be immediately refuse, where it refers to functions which the agent carries out in an official capacity or professionally, or where he holds himself out publicly for such functions.

Art. 2202 – Scope of agency.

(1) Where the scope of the agency is not expressly fixed in the contract, such scope shall be fixed according to the nature of the transaction to which it relates.

(2) The agency may either be special for a particular affair or certain affairs only, or general for all the affairs of the principal.

Art. 2203 – General agency.

Agency expressed in general terms shall only confer upon the agent authority to perform acts of management.

Art. 2204 – Acts of management.

(1) Acts done for the preservation or maintenance of property, leases for terms not exceeding three years, the collection of debts, the investment of income and the discharge of debts shall be deemed to be acts of management.

(2) The sale of crops, goods intended to be sold or perishable commodities shall be deemed to be acts of management.

Art. 2205 – Special agency.

(1) Special authority shall be required where the agent is called upon to perform acts other than acts of management.

(2) The agent may not without special authority alienate or mortgage real estate, invest capitals, sign bills of exchange, effect a settlement, consent to arbitration, make donations or bring or defend an action.

Art. 2206 – Authority of special agent.

(1) Special agency shall confer upon the agent authority only to conduct the affairs specified therein and their natural consequences according to the nature of the affair and usage.

(2) An act performed by the agent outside the scope of his authority shall not bind the principal unless he ratifies it, or in accordance with the principles government unauthorized agency.

Art. 2207 – Obligation to ratify.

(1) The principal shall, where good faith so requires, ratify the act done by the agent notwithstanding that he departed from his terms of reference.

(2) The provisions of sub-art (1) shall apply where it is reasonable to admit that, in the circumstances, the principal would have extended the scope of the agent’s authority, had he been aware of the situation.

(3) The agent may not require the principal to ratify where, before acting, he had the possibility of securing authority from the principal or where, after having acted, he omitted forthwith to inform the principal.

Section 2 . Duties of agent

Art. 2208 – Strict good faith.

(1) The agent shall act with the strictest good faith towards his principal.

(2) He shall disclose to his principal any circumstance which would justify the revocation of the agency or a variation of its terms.

Art. 2209 – Effect.

(1) The agent shall act in the exclusive interest of he principal and may not, without the latter’s knowledge, derive any benefit from any transaction into which he enters in pursuance of his authority.

(2) He may not make use to the detriment of the principal of any information obtained by him in the performance of his duties as agent.

Art. 2210 – Accounts.

(1) The agent shall account to the principal for all sums received by him and all profits accruing to him in the course of his employment, notwithstanding that the sums he received were not owed to the principal.

(2) Where the agent converted to his own use monies he owed to the principal, he shall be liable for the payment of interest as from the day of such use, without it being necessary that notice be given to him.

Art. 2211 – Diligence required of agent.

(1) The agent shall exercise the same diligence as a bonus pater familias in carrying out the agency as long as he is entrusted therewith.

(2) He shall be liable for fraud and for defaults in the performance of his duties.

(3) Whosoever undertakes without consideration to act as an agent shall not be liable unless he has not applied to the affairs of the principal the same degree of care as to his own.

Art. 2212 – Non-liability of agent.

(1) Unless otherwise agreed, the agent, notwithstanding that he acted in his own name, shall not be liable to the principal for the performance of the obligation of the person with whom he contracted.

(2) The provisions of sub-art (1) shall not apply where he contracted with a person whose insolvency he knew or ought to have known at the time of the making of the contract.

Art. 2213 – Duty to account.

(1) The agent shall at any time account to the principal at his request for his management of affairs.

(2) He shall inform his principal without delay that he has accomplished his agency.

Art. 2214 – Approval of management.

(1) The principal shall be deemed to have approved the management of the agent where, after having received from him a statement thereupon, he remains silent for a longer period than warranted by the nature of the affair or usage.

(2) The provisions of sub-art. (1) shall apply notwithstanding that the agent departed from the instructions he received or exceeded the scope of his authority.

Art. 2215 – Delegation of authority. – 1. Possibility.

(1) The agent shall carry out the agency in person unless he was authorized by the principal to appoint a substitute.

(2) Such authorization shall be implied where from usage it appears a matter of indifference whether the agent acts personally or by deputy.

(3) The agent shall appoint a substitute, where the interest of the principal so requires, when unforeseen circumstances prevent him from carrying out the agency and he is unable to inform the principal of these circumstances.

Art. 2216 – 2. Liability of agent.

(1) The agent shall be liable for the acts of any person whom he appointed without authorization as his substitute as if they were his own.

(2) Where the agent has been authorized to appoint a substitute, he shall be liable only for the care with which he selected his substitute and gave him instructions.

Art. 2217 – 3. Relationship between the principal and the substituted agent.

(1) The relationship between the principal and the substituted agent shall be as though the substituted agent had received authority to act as agent directly from the principal, where the substituted agent had reasons to believe that the agent was authorized to appoint a substitute.

(2) In the contrary case, the provisions of Art. 2257-2265 shall apply.

Art. 2218 – Plurality of agents.

(1) Unless otherwise agreed, where several persons have been appointed as agents by the same instrument, the contract of agency shall not be effective unless it has been accepted by all the persons concerned.

(2) Where several persons have been appointed as agents by the same instrument, only the acts done by them jointly shall bind the principal, unless otherwise agreed.

Section 3. Duties of principal

Art. 2219 – Contractual remuneration.

(1) The agent shall be entitled to the remuneration fixed in the contract.

(2) The court may reduce the remuneration fixed in the contract where it appears excessive and out of proportion to the services rendered by the agent.

Art. 2220 – Remuneration not fixed by contract.

(1) In the absence of a stipulation in the contract, the agent shall not be entitled to remuneration unless he carried out the agency within the scope of his professional duties or where such remuneration is customary.

(2) Failing agreement between the parties, the court shall fix the remuneration in conformity with recognized rates and usage.

Art. 2221 – Outlays and expenses.

(1) The principal shall advance to the agent the sums necessary for carrying out the agency.

(2) He shall reimburse outlays made and expenses incurred by the agent in the proper carrying out of the agency.

(3) Interest on such outlays and expenses shall be due by the principal as from the day when they were incurred without it being necessary to place the principal in default.

Art. 2222 – Liabilities and damages.

(1) The principal shall release the agent from any liabilities which he incurred in the interest of the principal.

(2) He shall be liable to the agent for any damage he sustained in the course of the carrying out of the agency and which was not due to his own default.

Art. 2223 – Set-off.

(1) The principal may not refuse to pay the sums due by him to the agent under the pretext that the transaction was unsuccessful.

(2) He may set-off these sums against those owed to him by the agent, in particular by reason of the latter’s default in the performance of the agency.

Art. 2224 – Agent’s lien.

Until the payment of the sums due to him by reason of the agency, the agent shall have a lien on the objects entrusted to him by the principal for the carrying out of the agency.

Art. 2225 – Plurality of principals.

Where the agent has been appointed by several principals for a common affair, the principals shall be jointly liable to the agent for all the consequences of the contract.

Section 4. Termination of agency

Art. 2226 – Revocation of agency.

(1) The principal may revoke the agency at his discretion and, where appropriate, compel the agent to restore to him the written instrument evidencing his authority.

(2) Any provision to the contrary shall be of no effect.

Art. 2227 – Effect of revocation.

(1) The principal shall indemnify the agent for any damage caused to him by the revocation where such revocation occurs prior to the agreed date or under conditions detrimental to the agent.

(2) The principal shall incur no liability where the date was agreed upon in his own interest exclusively or he has a just motive for revocation.

Art. 2228 – Plurality of principals.

(1) Where the agent has been appointed by several principals for a common affair, the revocation of the agent may be effected only by all the principals.

(2) One of the principals may not without the others’ consent revoke the common agent unless such revocation is founded upon a just motive.

Art. 2229 – Renunciation of agent.

(1) The agent may renounce the agency by giving notice to the principal of his renunciation.

(2) Where such renunciation is detrimental to the principal, he shall be indemnified by the agent unless the latter cannot continue the performance of the agency without himself suffering considerable loss.

Art. 2230 – Death or incapacity of agent.

(1) Unless otherwise agreed, a contract of agency shall terminate by the death of the agent or where he is declared absent, becomes incapable or is adjudicated a bankrupt.

(2) The heirs or the legal representative of the agent who are aware of the agency shall inform the principal of these circumstances without delay.

(3) They shall, until such time as the necessary steps can be taken by the principal, do whatever is required in the circumstances to safeguard the principal’s interests.

Art. 2231 – Plurality of agents.

(1) Where several agents have been appointed for the same affair and are required to act jointly, any cause of termination of the agency occurring in respect of the person of one of the agents shall terminate the authority of all, unless otherwise agreed.

(2) The other agents shall notify the principal upon becoming aware of the cause of termination of the agency and shall in the meantime do whatever is required in the circumstances to safeguard the principal’s interests.

Art. 2232 – Death or incapacity of principal.

(1) Unless otherwise agreed, a contract of agency shall terminate by the death of the principal or where he is declared absent, becomes incapable or is adjudicated bankrupt.

(2) The agent shall in such event continue his management where he had commenced it and there is not danger in delay until the heirs or the legal representative of the principal are in a position to take it over themselves.

Section 5. Effect of agency as regards third parties

Art. 2233 – Application of rules on representation.

The legal relations of principal, agent and third parties shall be subject to the provisions of Chapter 1 of this Title (Art. 2179-2198).

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