Civil Code > TITLE XIV. AGENCY 5

Chapter 5. Unauthorized agency

Art. 2257 – Scope of application.

Unauthorized agency occurs where a person who has no authority to do so undertakes with full knowledge of the facts to manage another person’s affairs without having been appointed an agent.

Art. 2258 – Management against principal’s will.

(1) Where the management was undertaken against the principal’s will, the provisions relating to unlawful enrichment and, where appropriate, those relating to extra-contractual liability shall apply (Art. 2027-2178).

(2) The provisions of this Chapter shall not apply in such a case unless the principal ratifies the acting person’s management.

Art. 2259 – Management not undertaken in the principal’s interest.

(1) Where the management was undertaken by the acting person in his own interest and not in that of the principal, the provisions relating to unlawful enrichment and, where appropriate, those relating to extra-contractual liability shall apply (Art. 2027-2178).

(2) The provisions of this Chapter shall apply where the acting person managed the other party’s affair at the same time as his own by reason of the fact that both affairs were so closely connected together that one of them could not be managed separately.

Art. 2260 – Duties of acting person.

(1) The acting person shall as soon as possible inform the principal concerned in the affair that he has undertaken the management.

(2) He shall continue the management undertaken by him and bring it to completion as long as the principal concerned in the affair is not in a position to take it over himself.

(3) He shall be subjected to the same rules as an agent as regards the duty to render accounts (Art. 2213 and 2214).

Art. 2261 – Diligence and liability.

(1) The acting person shall manage the affair he has undertaken with the same care as a bonus paterfamilias.

(2) The court may, having regard to the circumstances that induced him to undertake the management, reduce the damages to which he may be liable owing to his default .

Art. 2262 – Disability of acting person.

Where the acting person was under a disability as to contracting, he shall only be liable to the extent of his enrichment or the benefits with which he parted in breach of good faith.

Art. 2263 – Good faith.

(1) The acting person shall act with the strictest good faith towards the principal.

(2) The provisions governing agency shall apply in this respect (Art. 2208-2212).

Art. 2264 – Duties of principal.

(1) Where the principal’s interest required that the management be undertaken, he shall ratify the acts done by the acting person in his name.

(2) He shall indemnify the acting person for all liabilities he personally undertook, reimburse him the expenses incurred in his interest and compensate him for any damage he suffered in connection with the management and not due to his default.

(3) Expenses made by the acting person shall produce interest as from the day they were made without it being necessary that the principal be placed in default.

Art. 2265 – Effect of ratification.

Where the principal is bound by law to ratify the transaction or he in fact ratifies it, the provisions governing agency shall apply (Art. 2233).

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