How to Revoke a Special Power of Attorney in the Philippines

Below is a comprehensive discussion of how to revoke a Special Power of Attorney (SPA) in the Philippines. Please note that this is for general informational purposes and does not constitute legal advice. For specific cases and personalized guidance, it is best to consult a licensed Philippine attorney.

1. What Is a Special Power of Attorney?

A Special Power of Attorney (SPA) is a legal document executed by a principal (the person granting authority) who designates an agent or attorney-in-fact to perform specific acts on the principal’s behalf. In Philippine law, SPAs are typically governed by the Civil Code of the Philippines (particularly Articles 1868–1932 on Agency). Examples of transactions authorized under a SPA can include:

  • Selling or leasing real property
  • Managing business or financial transactions
  • Signing specific documents (e.g., checks, contracts)
  • Representing the principal before government agencies

An SPA is often required to be notarized for it to be legally binding and to ensure its acceptance by government offices, banks, and third parties.

2. Grounds and Reasons for Revocation

The principal has the right to revoke the authority granted under an SPA, at any time and for any reason, as long as the revocation does not violate any contractual obligation or prejudice third parties who acted in good faith. Common reasons for revocation include:

  1. Completion of the purpose: If the task for which the SPA was issued is already accomplished.
  2. Loss of trust: If the principal no longer trusts the attorney-in-fact to act in his or her best interests.
  3. Changes in circumstances: If the principal’s situation changes (e.g., a business or property is sold) or the transaction becomes unnecessary.
  4. Death or incapacity: By law, an agency (including an SPA) is extinguished by the death, civil interdiction, insanity, or insolvency of the principal or agent—unless the SPA stipulates that it continues for certain purposes (see Article 1919 of the Civil Code).

3. Legal Basis: Civil Code Provisions on Agency

Under the Civil Code of the Philippines, key provisions relating to revocation of an agency (SPA included) are:

  • Article 1919: States that the agency is extinguished by (a) revocation, (b) resignation of the agent, (c) death, civil interdiction, insanity or insolvency of the principal or the agent, (d) dissolution of the firm or corporation which entrusted or accepted the agency, (e) accomplishment of the purpose of the agency, or (f) expiration of the period for which the agency was constituted.
  • Article 1920: Provides the principal’s right to revoke the agency at will, and any agreement to the contrary is void. However, there may be situations where the principal can be held liable for damages if the revocation violates a contractual obligation.
  • Article 1921: Requires the principal to give notice of the revocation to third persons who have had dealings with the agent. Without notice, those third persons may still consider the agent’s actions valid.
  • Article 1922: In the absence of notice, a revocation is not effective against third persons who have acted in good faith and without knowledge of the revocation.

In practice, these provisions underscore the necessity for the principal to communicate the revocation effectively to all concerned parties.

4. Methods of Revocation

A. Express Revocation

  1. Draft a Revocation Document

    • Prepare a written instrument clearly stating that the principal is revoking the Special Power of Attorney.
    • Specify the details of the SPA being revoked (e.g., date of execution, parties involved, notarial details if any).
    • Include a clear statement that all authority granted under the SPA is terminated as of the date indicated.

  2. Have the Revocation Document Notarized (If Necessary)

    • While not always legally mandated, notarization is advisable if the original SPA was notarized or if it involves real property or other transactions typically requiring notarization.
    • Having it notarized provides additional assurance to third parties that the revocation is valid.

  3. Notify the Attorney-in-Fact

    • Send a copy of the revocation document to the agent or attorney-in-fact via registered mail, personal service, or any verifiable means.
    • Make sure the agent acknowledges receipt, if possible.

  4. Notify Concerned Third Parties

    • If the SPA was used for dealings with banks, government agencies (e.g., Bureau of Internal Revenue, Land Registration Authority, Register of Deeds, etc.), or private entities, inform them in writing and provide a certified true copy of the revocation.
    • Failure to notify third parties may result in their continued reliance on the SPA, which could have legal consequences.

B. Implied Revocation

An SPA can also be revoked “implicitly” under certain circumstances:

  1. Execution of a New SPA Covering the Same Subject Matter
    • If the principal issues a new SPA to a different agent for the same transaction without expressly revoking the previous one, it can imply that the first SPA is revoked—assuming the two SPAs cannot coexist.
  2. Accomplishment of the Purpose or Expiry
    • If the SPA specifically mentions a period, or if its purpose has already been fulfilled, it may be deemed revoked upon completion or expiry.

5. Importance of Notice to Third Parties

Article 1921 and 1922 of the Civil Code stress that revocation has no effect on third parties who, in good faith, continue to deal with the agent unless they have been properly notified. Therefore:

  1. Written Notice – Ideally, provide written notice to anyone who has or may have dealings with the agent under the SPA.
  2. Public Announcement (if warranted) – In cases involving significant public transactions or where many unknown third parties might rely on the SPA, the principal could consider publication in a newspaper of general circulation (though not strictly required by law, it can serve as added precaution).

6. Consequences and Effects of Revocation

  1. Termination of Agent’s Authority – Once effectively revoked, the agent no longer has legal authority to act on the principal’s behalf. Any further acts by the agent could be considered unauthorized.
  2. Liability Considerations – If the principal revokes in a manner that breaches a contract or prejudices the agent or third parties, the principal may be liable for damages.
  3. Protection Against Unauthorized Acts – Proper notice shields the principal from potential unauthorized obligations or liabilities that might arise if the agent continues to act as though the SPA remains valid.

7. Practical Steps and Tips

  1. Keep Records
    • Maintain copies of the SPA, the revocation document, and any correspondences related to the revocation.
  2. Use Proper Language
    • Clearly state that you are revoking “any and all authority” granted under the SPA to avoid ambiguities.
  3. Seek Legal Counsel
    • If the SPA involves significant transactions (e.g., sale of land, large financial dealings), consult a lawyer to ensure the revocation is done correctly and comprehensively.
  4. Update All Agencies and Institutions
    • Banks: Ask them to annotate your file to indicate that the agent no longer has authority.
    • Government Agencies: If the SPA was used for specific matters (e.g., securing permits, licensing, or land registration), submit the revocation in writing.
    • Business Partners: If the agent had the authority to represent your company, inform all relevant partners, suppliers, and stakeholders.

8. Frequently Asked Questions (FAQs)

  1. Can I orally revoke an SPA?

    • While the law does allow oral revocation, written and notarized revocation is strongly recommended, especially if the SPA was originally notarized or used in significant transactions. Oral revocation may lead to disputes if the agent or third parties deny knowledge of it.

  2. Does the agent need to consent to the revocation?

    • No. The principal can revoke the SPA at will, provided that any contractual obligations are addressed (e.g., if there was a contract that guaranteed a certain duration for the agency).

  3. What happens if the principal or agent dies?

    • The SPA is generally automatically extinguished upon the death of either the principal or agent unless it contains special provisions that the authority continues solely for winding up certain affairs (see Article 1930 of the Civil Code).

  4. Do I need to file the revocation document in court?

    • Typically, no. A court proceeding is not required to revoke an SPA. You simply need to prepare and execute a valid revocation document and notify the necessary parties.

  5. Is there a specific form for revocation?

    • There is no single prescribed format under Philippine law. However, standard forms are available through law offices, or you can create one as long as it clearly identifies the SPA and states the intention to revoke.

9. Sample Outline of a Revocation Document

Below is a simple outline you might use if you wish to draft a revocation:

REPUBLIC OF THE PHILIPPINES )
___________________________ ) S.S.

REVOCATION OF SPECIAL POWER OF ATTORNEY

I, [Name of Principal], of legal age, Filipino, with address at [Address], hereby declare that:

1. On [Date of Original SPA], I executed a Special Power of Attorney in favor of [Name of Attorney-in-Fact], authorizing him/her to [describe the authority granted].

2. I hereby REVOKE, CANCEL, and ANNUL any and all powers and authority granted under said Special Power of Attorney, effective immediately upon execution of this Revocation.

3. Consequently, [Name of Attorney-in-Fact] has no further authority to act for and on my behalf for any transactions covered by the said Special Power of Attorney.

4. I am executing this Revocation of Special Power of Attorney to inform all concerned of the termination of said authority, and I undertake to furnish copies of this Revocation to all relevant parties and entities who may have transacted or who may transact with the aforementioned Attorney-in-Fact.

IN WITNESS WHEREOF, I have hereunto set my hand this [Date] in [City/Municipality], Philippines.

[Signature]
[Name of Principal]

Signed in the presence of:
__________________________    __________________________
Witness                            Witness

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )
___________________________ ) S.S.

BEFORE ME, a Notary Public for and in the City of ___________, on this [Date], personally appeared [Name of Principal], who proved to me his/her identity through competent evidence of identity, known to me to be the same person who executed the foregoing Revocation of Special Power of Attorney and he/she acknowledged before me that the same is his/her free act and deed.

Doc. No. ____;
Page No. ____;
Book No. ____;
Series of ____.

10. Conclusion

Revoking a Special Power of Attorney in the Philippines is a relatively straightforward process, but it requires careful documentation and proper notification to prevent disputes or unauthorized transactions. The principal must ensure that the revocation is clearly expressed, ideally in writing and duly notarized if the original SPA was notarized. Furthermore, timely and effective communication with both the agent and relevant third parties is essential to protect the principal from ongoing liability or obligations.

If in doubt, always consult a Philippine-licensed lawyer to help draft or review your revocation documents and guide you through any intricacies particular to your case.

Disclaimer: This content is not legal advice and may involve AI assistance. Information may be inaccurate.

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