SPECIAL POWER OF ATTORNEY

A special power of attorney is an instrument which allows an agent to perform certain acts of
strict dominion or ownership on behalf of the principal

PARTIES
1. Principal
- The one whom the agent represents and from whom he derives his authority
- He is the person represented

2. Agent
- One who acts for and represents another
- He is the person acting in a representative capacity

RELEVANT PROVISIONS

ART 1878: Special powers of attorney are necessary in the following cases:
(1) To make such payments as are not usually considered as acts of administration;
(2) To effect novations which put an end to obligations already in existence at the time the
agency was constituted;
(3) To compromise, to submit questions to arbitration, to renounce the right to appeal from a
judgment, to waive objections to the venue of an action or to abandon a prescription already
acquired;
(4) To waive any obligation gratuitously;
(5) To enter into any contract by which the ownership of an immovable is transmitted
or acquired either gratuitously or for a valuable consideration;
(6) To make gifts, except customary ones for charity or those made to employees in the
business managed by the agent;
(7) To loan or borrow money, unless the latter act be urgent and indispensable for the
preservation of the things which are under administration;
(8) To lease any real property to another person for more than one year;
(9) To bind the principal to render some service without compensation;
(10) To bind the principal in a contract of partnership;
(11) To obligate the principal as a guarantor or surety;
(12) To create or convey real rights over immovable property;
(13) To accept or repudiate an inheritance;
(14) To ratify or recognize obligations contracted before the agency;
(15) Any other act of strict dominion.

And specifically with regard to an SPA to sell real property:

Article 1874. 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.
Article 1403. The following contracts are unenforceable, unless they are ratified:
xxx
(2) Those that do not comply with the Statute of Frauds as set forth in this number. In the
following cases an agreement hereafter made shall be unenforceable by action, unless the
same, or some note or memorandum, thereof, be in writing, and subscribed by the party
charged, or by his agent; evidence, therefore, of the agreement cannot be received without
the writing, or a secondary evidence of its contents:
(e) An agreement for the leasing for a longer period than one year, or for the sale of
real property or of an interest therein;

Is the participation of a notary public necessary in order to make an SPA effective?

General Rule: No. A power of attorney is valid although no notary public intervened in its
execution. (Barreto v Tuason). However, a notarized power of attorney carries the evidentiary
weight conferred upon it with respect to its due execution

XPN: When SPA is executed in a foreign country, it must be certified and authenticated
according to the Rules of Court, particularly Sec. 24, Rule 132. A special power of attorney
executed before a notary public in a foreign country without the requirements mentioned in
Section 25 (now Section 24) of the Rules of Court cannot be admitted in evidence before
Philippine courts. (Heirs of Medina v Natividad)

Sec. 24. Proof of official record. The record of public documents referred to in paragraph
(a) of Section 19, when admissible for any purpose, may be evidenced by an official
publication thereof or by a copy attested by the officer having the legal custody of the
record, or by his deputy, and accompanied, if the record is not kept in the Philippines,
with a certificate that such officer has the custody. If the office in which the record is
kept is in a foreign country, the certificate may be made by a secretary of the
embassy or legation, consul general, consul, vice consul, or consular agent or by
any officer in the foreign service of the Philippines stationed in the foreign
country in which the record is kept, and authenticated by the seal of his office.

LIMITATIONS UPON A SPECIAL POWER OF ATTORNEY

1. A special power to sell excludes the power to mortgage

2. A special power to mortgage does not include the power to sell (Art. 1879, NCC)
3. A special power to compromise does not authorize submission to arbitration (Art. 1880,
NCC)

WHEN IS THE PRINCIPAL NOT BOUND BY THE ACT OF THE AGENT?

As a general rule, a principal is bound by the acts of his agent when the latter acts within the
scope of his authority and in the name of the principal.

XPN:

1. When the act is without or beyond the scope of his authority in the principal’s name.
XPN:
a. Where the acts of the principal have contributed to deceive a 3rd person in good
faith
b. Where the limitation upon the power created by the principal could not have been
known by the 3rd person
c. Where the principal has placed in the hands of the agent instruments signed by him
in blank (Strong, et.al v Repide)
d. Where the principal has ratified the acts of the agent (ART 1901)

2. When the act is within the scope of the agent’s authority but in his own name,
XPN:
when the transaction involves things belonging to the principal.

Note: The limits of the agent’s authority shall not be considered exceeded should it have been
performed in a manner more advantageous to the principal than that specified by him. (ART
1882)

SAMPLE SPECIAL POWER OF ATTORNEY GRANTING THE AUTHORITY TO SELL REAL

PROPERTY

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

I, Juan Dela Cruz, Filipino, of legal age, single, with residence at 123 Baby Street,
Brgy 456, Tondo Manila, do hereby name, constitute, and appoint Pedro Dela Peña, Filipino,
of legal age, single, with residence at 456 Magulang Street, Brgy 123, Tondo, Manila, to be
my true and lawful attorney, for me and in my name, place and stead, within a period of ONE (1)
year, to SELL, TRANSFER, AND CONVEY, for a price not less than ONE MILLION PESOS
(P1,000,000.00) to whosoever may buy or purchase the following described real property, to wit:

1. Consisting of THREE HUNDRED SQUARE METERS (300 sqm) located in 789 Baby
Street, Tondo, Manila

of which I am the registered owner as evidenced by Transfer Certificate of Title No. 12345 of the
Registry of Deeds of Manila.

HEREBY GIVING AND GRANTING unto my said attorney full powers and authority to do and
perform all and every act requisite or necessary to carry out the foregoing authority to sell, as
fully to all intents and purposes as I might or could lawfully do if personally present, with full
powers of substitution and revocation, and hereby ratifying and confirming all that my said
attorney or his substitute shall lawfully do or cause to be done in virtue thereof.

IN WITNESS WHEREOF I have hereunto set my hand this 10th day of March, 2019, in
Manila, Philippines

_________________
Principal

Signed in the presence of:

______________ _______________
Witness Witness

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

CITY OF MANILA ) S.S.

BEFORE ME, this 10th day of March, 2019, in the City of Manila, personally
appeared:

NAME EVIDENCE OF PLACE OF ISSUE

IDENTITY
 ____________ ____________ ____________
____________ ____________ ____________
____________ ____________ ____________

known to me, the first, as the one who executed the foregoing instrument, and the second
and third, as the persons who witnessed the instrument, and acknowledged that the
same are their free act and deed.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial

seal on the date and place above written

Doc. No___ NOTARIAL PUBLIC

Page No.___ Commision Serial No.
Book No.___ Until December 31, 2020
Series of ____ Roll of Attorney ________
IBP ______
PTR______