Special Power of Attorney in the Philippines: Can an Agent Act If Not Named?

Introduction

In the Philippine legal system, a Special Power of Attorney (SPA) is a crucial instrument that allows individuals to delegate specific authority to another person to perform particular acts on their behalf. Rooted in the principles of agency under the Civil Code of the Philippines (Republic Act No. 386), the SPA ensures that transactions, especially those involving property, contracts, or legal proceedings, can proceed efficiently without the principal's physical presence. However, a key question arises: Can an agent act under an SPA if they are not explicitly named in the document? This article explores the concept of SPA in depth, its legal framework, requirements, validity, and specifically addresses the implications of an unnamed agent, drawing from statutory provisions, jurisprudence, and practical considerations within the Philippine context.

Definition and Nature of Special Power of Attorney

Under Article 1878 of the Civil Code, a Special Power of Attorney is required for acts that involve the administration or alienation of property, or those that could prejudice third parties. Unlike a General Power of Attorney (GPA), which grants broad authority over the principal's affairs (as per Article 1877), an SPA is limited to enumerated acts. For instance, an SPA might authorize an agent to sell a specific parcel of land, file a lawsuit on a particular matter, or represent the principal in a single business transaction.

The SPA embodies the agency relationship defined in Article 1868, where one person (the principal) confers authority upon another (the agent) to perform juridical acts in their name. This delegation is fiduciary in nature, imposing duties of loyalty, diligence, and good faith on the agent (Articles 1884-1890). The SPA must be interpreted strictly, as courts emphasize that powers granted are not to be extended beyond what is expressly stated or necessarily implied.

Legal Requirements for a Valid Special Power of Attorney

For an SPA to be enforceable, it must comply with several formal and substantive requirements:

Capacity of Parties: Both the principal and agent must have legal capacity. The principal must be of legal age (18 years or older) and of sound mind (Article 1327). Emancipated minors or those under guardianship may execute an SPA with court approval in certain cases. The agent, similarly, must be capable of understanding the obligations.
Form and Execution: An SPA must be in writing to be valid against third parties (Article 1358). For acts like selling real property, it must be notarized (Article 1878(1)). If executed abroad, it requires authentication by a Philippine consul or apostille under the Hague Apostille Convention if the country is a signatory.
Specificity of Powers: The document must clearly enumerate the acts authorized. Vague language can render the SPA ineffective. For example, an SPA for "managing properties" might be deemed too general and invalid for specific transactions like mortgage.
Identification of Parties: Critically, the SPA must explicitly name the principal and the agent. The full names, addresses, and sometimes identification details (e.g., passport or driver's license numbers) are included to avoid ambiguity. This ensures that the authority is personal and non-transferable unless substitution is allowed.
Duration and Scope: An SPA may specify a duration; otherwise, it remains effective until revoked or the purpose is fulfilled. It terminates upon the death, incapacity, or revocation by the principal (Article 1920-1930).

Failure to meet these requirements can lead to the SPA being declared void or unenforceable, potentially resulting in civil liability for unauthorized acts.

The Core Issue: Can an Agent Act If Not Named?

The question of whether an agent can act if not named in the SPA strikes at the heart of agency law's emphasis on explicit delegation. In Philippine jurisprudence, an SPA is a personal contract of agency, and the agent's identity is integral to its validity.

Requirement for Naming the Agent

Under the Civil Code, the agency relationship presupposes a specific agent chosen by the principal based on trust. Article 1868 implies that the principal selects the agent, necessitating their identification in the document. If an SPA does not name an agent, it is fundamentally defective and cannot confer authority. Courts have consistently held that unnamed or unidentified agents cannot bind the principal, as this would violate the principle of privity and expose the principal to unforeseen risks.

For example, in cases involving real estate transactions, the Supreme Court has ruled that an SPA must clearly identify the attorney-in-fact. In Stronghold Insurance Co., Inc. v. Court of Appeals (G.R. No. 123647, 2000), the Court emphasized that powers of attorney are strictly construed, and any ambiguity, including unclear identification, renders the act unauthorized.

Scenarios Where an "Unnamed" Agent Might Arise

Substitution of Agents: This is a common context where the issue surfaces. Article 1892 allows an agent to appoint a substitute if not prohibited by the principal. However:
- If the SPA grants substitution power but does not name the substitute, the original agent may appoint one, but remains liable for the substitute's acts if the appointee is incompetent or insolvent.
- If substitution is prohibited, any acts by a substitute (named or unnamed) are void.
- If the SPA allows substitution without designation, the substitute can act, but the principal can hold the original agent accountable.
In Philippine National Bank v. Intermediate Appellate Court (G.R. No. 69198, 1986), the Court clarified that substitutes derive authority from the original grant, but unnamed substitutes must still be appointed validly by the named agent.
Unnamed Agents in Draft SPAs: If an SPA is executed with a blank space for the agent's name, it is invalid until completed and re-executed or notarized with the name inserted. Unauthorized insertion could constitute falsification under the Revised Penal Code (Article 171-172).
Corporate or Group Contexts: In partnerships or corporations, an SPA might authorize "any officer" without naming individuals. However, this is risky and often interpreted narrowly. Under the Corporation Code (Batas Pambansa Blg. 68), corporate resolutions typically name specific agents for SPAs.
Implied or Ostensible Agency: Even if not named in an SPA, a person might act as an agent under apparent authority (Article 1901), where the principal's conduct leads third parties to believe in the agency. However, this does not validate an unnamed agent under a formal SPA; it creates estoppel rather than true authority. In Professional Services, Inc. v. Court of Appeals (G.R. No. 126297, 2006), the Supreme Court distinguished that ostensible authority cannot substitute for a defective SPA in transactions requiring special powers.

Consequences of Acting Without Being Named

If an unnamed person attempts to act under an SPA:

Void Acts: Transactions are null and void ab initio (Article 1409), not binding the principal.
Liability: The purported agent may face civil damages for usurpation (Article 1883) or criminal charges for estafa (Revised Penal Code, Article 315) if fraud is involved.
Third-Party Rights: Innocent third parties may seek remedies against the principal under estoppel, but only if the principal ratified the acts (Article 1910).
Revocation and Remedies: The principal can revoke the SPA at any time (Article 1920) and seek injunctions or damages.

Jurisprudence, such as Domingo v. Domingo (G.R. No. L-30573, 1971), underscores that agents must be named to prevent abuse, ensuring the principal's intent is clear.

Formalities and Practical Considerations

Notarization and Authentication

For enforceability, especially in real property dealings, the SPA must be notarized by a notary public in the Philippines. If abroad, it requires consular authentication or apostille. The Bureau of Immigration and Land Registration Authority (LRA) often reject unnotarized or improperly authenticated SPAs.

Registration

While not always mandatory, registering an SPA with the Register of Deeds is advisable for real estate transactions to protect against third parties (Article 1544).

Revocation

Revocation can be express (notarized notice) or implied (e.g., principal's direct action). It must be communicated to the agent and third parties (Article 1921-1922).

Special Cases

Spousal SPAs: Under the Family Code (Republic Act No. 386), one spouse may need the other's consent for certain acts, but an SPA can delegate this.
Overseas Filipino Workers (OFWs): SPAs executed abroad are common, but must comply with consular rules to avoid invalidation.
Digital SPAs: While electronic signatures are allowed under the Electronic Commerce Act (Republic Act No. 8792), physical notarization remains standard for SPAs.

Jurisprudential Insights

Philippine courts have extensively interpreted SPAs:

In Crisostomo v. Court of Appeals (G.R. No. 138334, 2003), the Court voided a sale under an SPA that ambiguously identified the agent.
San Pablo Manufacturing Corp. v. Commissioner of Internal Revenue (G.R. No. 147749, 2006) highlighted that substitution without proper naming can lead to tax liabilities for unauthorized acts.

These cases reinforce that naming the agent is non-negotiable for validity.

Conclusion

The Special Power of Attorney is an indispensable tool in Philippine law for delegating specific authority, but its effectiveness hinges on strict compliance with legal formalities, including the explicit naming of the agent. An agent cannot lawfully act if not named, as this undermines the personal trust inherent in agency. While substitution provides flexibility, it does not excuse the need for clear identification and accountability. Principals should draft SPAs meticulously, preferably with legal counsel, to avoid disputes. Understanding these nuances ensures that SPAs serve their purpose of facilitating transactions while protecting all parties involved. For complex scenarios, consulting a licensed attorney is recommended to tailor the SPA to specific needs.