Validity of Special Power of Attorney Listing Multiple Persons in the Philippines

Introduction

In the Philippine legal system, a Special Power of Attorney (SPA) is a crucial instrument that allows a principal to delegate specific authority to an agent or agents to perform particular acts on their behalf. Governed primarily by the Civil Code of the Philippines (Republic Act No. 386), an SPA is distinguished from a general power of attorney by its limited scope, as outlined in Article 1878. This article explores the validity of an SPA that lists multiple persons as agents, examining the legal framework, requirements, presumptions, implications, and potential challenges within the Philippine context. Understanding these elements is essential for principals, agents, and legal practitioners to ensure the document's enforceability and to mitigate risks of invalidation.

Legal Basis for Special Powers of Attorney

The Civil Code defines agency in Article 1868 as a contract whereby a person binds themselves to render some service or to do something in representation or on behalf of another, with the latter's consent or authority. An SPA is required for certain acts enumerated in Article 1878, including but not limited to:

Making payments not usually considered acts of administration.
Obligating the principal as a guarantor or surety.
Creating or conveying real rights over immovable property.
Entering into contracts by which the ownership of immovable property is transmitted or acquired.
Accepting or repudiating an inheritance.
Ratifying obligations contracted before the agency.

These acts demand explicit authorization to protect the principal's interests. The Code does not prohibit listing multiple persons in an SPA; in fact, Article 1893 explicitly states that "agency may be conferred upon one or more persons." This provision underscores the flexibility of agency contracts, allowing principals to appoint co-agents for shared responsibility or specialized roles.

Requirements for Validity of an SPA with Multiple Agents

For an SPA to be valid, it must meet general contractual requisites under Article 1318 of the Civil Code: consent, object, and cause. Additionally, specific formalities apply depending on the acts authorized.

Capacity and Consent

Principal's Capacity: The principal must be of legal age (18 years or older) and possess full civil capacity, free from disqualifications such as insanity or prodigality (Article 1327).
Agents' Capacity: Agents must also have capacity to act, though they need not own property unless the act requires it. Multiple agents must each consent to the appointment, typically evidenced by their signatures on the SPA or separate acceptances.
Consent: The principal's consent must be free, voluntary, and informed. If multiple agents are listed, the SPA should clarify the nature of their authority to avoid disputes.

Form and Execution

Written Form: While a simple agency may be oral (Article 1869), an SPA for acts under Article 1878 must be in writing to be enforceable against third parties.
Notarization: For acts involving real property or those requiring public instruments (e.g., sale of land under Article 1358), the SPA must be notarized. The Notarial Law (Act No. 496, as amended) requires acknowledgment before a notary public, confirming the principal's identity and voluntary execution.
Listing Multiple Agents: The SPA must explicitly name the agents. If not specified as "joint" or "several" (also known as "solidary"), the agency is presumed joint under Article 1894. In a joint agency, all agents must concur in acts; in a several agency, any agent may act independently.
Specification of Powers: Powers must be clearly delineated. Vague language can lead to invalidation, as courts interpret SPAs strictly (e.g., Philippine Trust Co. v. Santiago, G.R. No. L-4518, 1952).

Additional Formalities for Specific Contexts

Consular Authentication: If executed abroad, the SPA must be authenticated by a Philippine consular official (Vienna Convention on Consular Relations, as adopted).
Registration: For real estate transactions, the SPA should be registered with the Register of Deeds to bind third parties (Property Registration Decree, Presidential Decree No. 1529).

Presumptions and Implications of Multiple Agents

Joint vs. Several Agency

Presumption of Joint Agency: Per Article 1894, if the SPA lists multiple agents without stipulation, it is joint. All agents must act together for validity of actions. For instance, in signing a deed of sale, all must sign unless otherwise provided.
Several (Solidary) Agency: If the SPA states "jointly and/or severally," any agent can perform the act alone, binding the principal fully (Article 1216 on solidary obligations, applied analogously).
Advantages and Risks:
- Joint: Enhances checks and balances but can cause delays if agents disagree or one is unavailable.
- Several: Offers flexibility but risks abuse if one agent acts unilaterally against the principal's interests.

Effects on Third Parties

Third parties dealing with agents under an SPA with multiple persons are protected if they act in good faith (Article 1900). However, if the agency is joint and not all agents participate, the act may be voidable. Courts have ruled that apparent authority does not extend to incomplete joint actions (e.g., Banco de Oro v. CA, G.R. No. 102359, 1994).

Duration and Termination

Duration: An SPA remains valid until revoked, the purpose is accomplished, or upon death/incapacity of the principal (Article 1919).
Impact on Multiple Agents: Death or incapacity of one agent in a joint agency may terminate the entire agency unless stipulated otherwise (Article 1930). In several agencies, surviving agents retain authority.
Revocation: The principal can revoke at any time (Article 1920), but must notify agents and third parties. For multiple agents, revocation affects all unless partial.

Challenges and Grounds for Invalidity

An SPA listing multiple persons may face invalidation on several grounds:

Lack of Specificity: If powers are not clearly defined or the joint/several nature is ambiguous, courts may declare it invalid (Strict construction principle, Article 1877).
Fraud or Undue Influence: If consent is vitiated (Articles 1330-1344), the SPA is voidable.
Non-Compliance with Form: Unnotarized SPAs for notarial acts are unenforceable (e.g., for real property sales).
Conflict Among Agents: In joint agencies, disputes can lead to court intervention, potentially suspending validity.
Expiration or Impossibility: If the act becomes impossible or the term expires, the SPA lapses.
Public Policy Violations: SPAs authorizing illegal acts are void ab initio (Article 1409).

Jurisprudence emphasizes protection of principals. In cases like Republic v. CA (G.R. No. 103882, 1996), courts invalidated SPAs where multiple agents exceeded or misused authority.

Best Practices for Drafting and Execution

To ensure validity:

Explicitly state if the agency is joint or several.
Use clear, unambiguous language for powers.
Include provisions for substitution if needed (Article 1892 allows sub-agents if authorized).
Notarize and register where required.
Principals should monitor agents and revoke if necessary.
For corporate principals, comply with Corporation Code (Batas Pambansa Blg. 68) requirements, such as board resolutions.

Conclusion

The validity of a Special Power of Attorney listing multiple persons in the Philippines hinges on adherence to Civil Code provisions, particularly Articles 1868-1932. By presuming joint agency unless specified otherwise, the law balances flexibility with safeguards. Principals must carefully draft these instruments to avoid invalidity, ensuring clear consent, proper form, and explicit terms. When executed properly, such SPAs facilitate efficient delegation while protecting all parties involved. Legal consultation is advisable to tailor the document to specific circumstances, preventing disputes and ensuring compliance with evolving jurisprudence.