• Special power of attorney confers authority to sell in a person’s behalf

    Persida Acosta

    Persida Acosta

    Dear PAO,
    Good day! A buyer expressed his interest in buying my land. I am amenable to his proposal, but I cannot personally conduct the sale because I am staying abroad. My cousin told me to just send an authorization letter to him so he can arrange the sale. May I know what I should send to my cousin so that he can act on my behalf?

    Dear JB,
    In order to authorize another person to act on behalf of a principal, an agency contract must first be created. A contract of agency is one where a person binds himself to render some service or to do something in representation or on behalf of another, with the consent or authority of the latter (Art. 1868, Civil Code). An agency may be expressed, or implied from the acts of the principal, from his silence or lack of action, or his failure to repudiate the agency. It may also be oral, unless the law requires a specific form (Art. 1869, Ibid.). Thus, as a rule, the agency may come in any form as long as the delegation of authority can be established. A specific form should only be observed if required by law.

    Corollary to this, Article 1874, Id., expressly provides that “when a 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”. In addition, Article 1878 (5) of the same code requires a special power of attorney in order to “enter into any contract by which the ownership of an immovable is transmitted or acquired either gratuitously or for a valuable consideration”. Hence, when it comes to the sale of land, it is necessary that the authorization be in writing. Further, a special power must be conferred, which means that the authority to sell must be set forth. As tersely explained by the Supreme Court in the case of Dizon vs. Court of Appeals:

    “The authority of an agent to execute a contract for the sale of real estate must be conferred in writing and must give him specific authority, either to conduct the general business of the principal or to execute a binding contract containing terms and conditions which are in the contract he did execute. xxx The express mandate required by law to enable an appointee of an agency [couched]in general terms to sell must be one that expressly mentions a sale or that includes a sale as a necessary ingredient of the act mentioned. For the principal to confer the right upon an agent to sell real estate, a power of attorney must so express the powers of the agent in clear and unmistakable language” (G.R. No. 122544, January 28, 2003).

    Based on the foregoing, you need to execute a special power of attorney to sell the property in favor of your cousin to properly authorize him to act as your agent in the sale. Such special power must clearly confer the power to sell the property you wish to dispose to avoid casting cloud or doubt on the authority of your cousin to act on your behalf. Otherwise, as the Supreme Court mentioned in the Dizon case, “when there is any reasonable doubt that the language so used conveys such power, no such construction shall be given the document.”

    We hope we were able to sufficiently address your concern. Please bear in mind that this opinion is based on the facts you narrated and our appreciation of the same. Our opinion may vary if facts are changed or elaborated.

    Editor’s note: Dear PAO is a daily column of the Public Attorney’s Office. Questions for Chief Acosta may be sent to dearpao@manilatimes.net


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