Agency law

Agency: the (fiduciary) relationship (based on consent of both parties) under which the law
recognizes a person (natural, no need of contractual capacity) (attorney/done/attorney in
fact/agent) as having the power to create or alter the legal rights, duties or relationships of
another person (of any type, with contractual capacity) (donor/grantor/principal).
K: In the normal course of events, the agent has no personal rights or liabilities in relation to the
contract. This outcome represents an accepted exception to the usual operation of the doctrine of
privity in contract law.

Definition focused on principal: a relationship between two persons in which, by agreement or

otherwise, one is bound by the words and acts of the other (Miller).

Concept recognized in all legal systems because it

-​ Assists in organizing the division of labor
-​ Enables groups of persons to carry out business by way of partnerships or bodies
corporate. It is only through its agents that a corporation can actually function.
-​ Makes transactions conducted at a distance possible. By using agents, a principal can conduct
multiple business operations simultaneously in various locations.

Continental law allows the use of representatives, such as parents, guardians, or curators (legal
capacity required), to enable minors, insane persons and other legally incapacitated persons to
act. UK law includes a category called “authority by law” which bears similar implications, but
powers based on family relationships are scarce and appear in only a few cases.
Provisions of agency law are twofold:
Contractual provisions rule the external business relations (principal-third party) of an
economic unit and with the powers of the agents which affect the principal.
Fiduciary provisions rule the internal relationship (agent-principal) based on consent.
Fiduciary is a person having a duty created by his or her undertaking to act primarily for
another’s benefit in matters connected with the undertaking. Normally, all employees who
deal with third parties are deemed to be agents (Miller).

Relationship employer-employee: an employee is one whose physical conduct is controlled,

or subject to control, by the employer. Independent contractors are not employees and their
job may or may not involve an agency relationship. Example: someone who owns a property
hires an independent contractor…

-​ and establishes an agency relationship for the specific purpose of assisting in the sale of the
property (i.e.: real estate broker)
-​ to estimate the value of the property (i.e.: an appraiser) no agency relationship

Forms of agency

General agents vs special agents: authority to act generally in relation to a particular area of
business vs authority to act in one particular transaction.
Del credere agents: in return for payment, guarantees to the principal that, in the event of a third
party’s failure to pay for goods received, the agent will make good the loss.

Commission agents: hybrid form between an agency relationship and independent trader-client. The
commission agent owes the duties of an agent to his or her principal but he or she contracts with
the third party as a principal in his or her own right. (Undermined by undisclosed principal
legislation)

Mercantile agent/factor

Marketing agent: limited authority to introduce potential customers to their principals (not negotiate
nor enter into contract)

Distribution agent: distributors are appointed by suppliers to arrange the distribution of their
products within a particular area and cannot bind the supplier.

Franchising DOES NOT involve an agency relationship (agreement where he original developer of a
business decides, for whatever reason, to allow others to use their goodwill to conduct an
independent business, using the original name of the business)

Commercial agents: self-employed intermediary who has continuing authority to negotiate the sale
or purchase of goods on behalf of another person, or to negotiate and conclude such transactions
on behalf of that person.

Elements
Agreement, consent, capacity, genuine assent
This relationship is not necessarily contractual because it may be gratuitous (without
consideration).
It may be created by any purpose that has to be legal (not against public policy) in order to be
enforceable.
(Kelly) Consent is necessary but need not be expressly stated. It may arise:

●​ as the outcome of a distinct contract, oral or written,

●​ gratuitously
●​ from the actions of the parties

There are no formal requirements for appointment, that is, an agreement to enter into an agency
relationship need not be in writing, except

-​ if an agent is empowered to enter into a contract that the Statute of Frauds requires to be in
writing, the agent’s authority from the principal must be in writing (equal dignity rule) – US
-​ if the agent is to be given the power to execute deeds in the principal’s name, they must be
appointed by way of deed – UK

A power of attorney (poder) arises where an agency is specifically created by way of a deed.
Power of attorney: a deed by which a person the donor authorises the attorney to act on behalf of
the donor either generally or for specific circumstances and it may specify the type of business
that attorney is authorized to take care of. It is not a document which can be applied for by one
individual on behalf of another. (UK)
To act… on behalf of somebody/ in somebody’s name or stead/ in somebody’s name, place and
stead.
Formal instrument: a written document, usually notarized (in Argentina always). “Si un estado
[de EE. UU. No posee formularios oficiales para un poder notarial concreto, entonces es
recomendable que el otorgamiento y firma se realicen en presencia de 2 testigos y un notario o
fedatario público” (Vázquez y del Árbol).

While common law specifies purpose in the body of the document, continental law has it on the
title. Example: common law – general POA for judicial purposes; continental law – poder
judicial.

Classifications
A power of attorney can be for a particular duty and expire when that duty is done or it can
authorize a wide range of activities and last for an indefinite period of time.

United States
This is state-specific law but generally they can be classified according to…
…the level of specificity of the powers granted. Ninguno de los siguientes es válido si el
poderdante queda incapacitado

●​ General Power of Attorney, GPA: facultades generales y amplias: el documento trae un

listado de facultades entre las que se puede elegir. Si se quieren elegir todas, es mejor el
unlimited.
●​ Unlimited: for all matters, except healthcare.
●​ Limited: powers are limited geographically, in time, or may be granted for a specific act.

whether the powers continue after Principal’s incapacitation (loss of mental capacity)
●​ Durable: in effect still after principal’s
incapacitation.
●​ Non-durable: like GPA, UPA and LPA,
it loses effect after principal’s
incapacitation.
●​ Springing1 (US): takes effect only after
the loss of mental capacity.
the nature of the powers granted
●​ financial POA or POA for financial
affairs-matters
●​ POA for real estate
●​ POA for health care. Health Care Agent / Proxy.
●​ POA for child care
●​ All-in-one Power of Attorney: existe en ciertos estados, permite que el poderdante designe
mediante un único instrumento a un solo apoderado tanto para cuestiones financieras como
para sanitarias.
1
Springing and durable do not exist in Argentina.
Existe la posibilidad de nombrar a más de un apoderado (2 Agents or Multiple Agents) para que
actúen, por ejemplo, de forma mancomunada.

Agent’s Certification of the Validity of Power of Attorney and Agent’s Authority: documento que
permite corroborar la autoridad del apoderado y la validez del documento, especialmente cuando se
desea que una institución determinada (generalmente financiera) acepte los actos llevados a cabo
por el apoderado.

Affidavit of Agent/Attorney-in-fact: declaración jurada del apoderado donde certifica que el poder
conserva plenamente su validez puesto que no ha sido revocada. (Signatario = affiant)

England and Wales

Ordinary POA: automatically comes to an end as soon as the donor becomes mentally
incapable.
A General POA (GPA) authorises the attorney to do anything which the donor could have
lawfully done. An ordinary power of attorney automatically comes to an end as soon as the donor
becomes mentally incapable.

A Limited POA (LPA) confers authority only to deal with specified matters (limited in scope) or
to act for a specified time (limited in time).

Enduring POA or EPA (oct 2007: no longer granted)

Properly executed EPAs made prior to 1 October 2007 continue to be valid. It is not possible,
however, to make changes to an existing EPA. No registration needed as long as the donor still has
mental capacity. When the attorney has reason to believe that the donor is becoming mentally
incapable, a duty arises to register the EPA with the OPG. Notice of the application to register the
EPA must be given to the donor and to specified relatives and there are various grounds for
objecting to the registration. If the donor becomes mentally incapable, the power will become
irrevocable without confirmation by the Court.

It may authorise an attorney

●​ to act with immediate effect in relation to the donor’s property and financial affairs and to
continue to act after the donor has become mentally incapable
●​ or to act as attorney only after the donor has lost mental capacity.

Lasting POA or LPA (Mental Capacity Act 2005)

Granted as of 2007. Made in a prescribed form, different for each subtype:

Property and Financial Affairs LPA: a donor may authorize an attorney to make decisions on the
donor’s behalf in relation to financial matters. When it has been registered, it may be used at once,
unless the donor specifies otherwise.

Health and Welfare LPA: enables a donor to authorise an attorney to act in relation to health and
welfare matters after (and only if) the donor has lost mental capacity and lacks the capacity to
decide.

Combined?
LPAs must include a certificate that states that at the time of the execution of the document,
 ●​ The donor understands the purpose of the LPA and the scope of the authority under it
●​ That there was no fraud or undue pressure on the donor
●​ That there is nothing to prevent the LPA being created

signed by a “certificate provider” (or two, if the donor does not name anyone to be notified*)

●​ Someone with relevant professional skills

o​ A registered healthcare professional
o​ A solicitor, barrister or advocate
o​ A registered social worker
o​ An independent mental capacity advocate
●​ Someone who has known the donor for at least two years, except most family members.

An LPA cannot be used until it is registered with the Office of the Public Guardian (now, it may be
through a digital process). The donor may specify in the LPA persons* who should be notified when
an application is made to register the LPA, and they can object in certain circumstances.

Vázquez y del Árbol: limitaciones del GPA en UK

-​ Imposibilidad de realizar donaciones generalmente monetarias (gifts) (con el LPAP&A algunas

sí)
-​ Responsabilidades personales exclusivas del poderdante
o​ Otorgar testamento (Last Will & testament)
o​ Ejercer de fideicomisario (en el LPAP&A sí)
o​ Ejercer de administrador de herencias (en otros sí)
o​ Llevar a cabo cuestiones legales relativas al matrimonio o divorcio
Scotland
Granter (may be more than two, specify if they act jointly or jointly and severally,
mancomunada o solidaria) and attorney. Attorney may not make any medical decisions while
grantor is OK.
General POA, GPA: grants you broad and sweeping powers. Not necessarily written, but more
usually so. Usually granted for a set amount of time and or a specific purpose. No registration
needed. Generally used to conduct business. Losses effect automatically.
Continuing POA, CPA: similar to GPA but durable. Choice of effective date (you can make it
springing), exclusive for financial affairs mainly. Granter can limit scope. May be revoked after
registration and before incapacitation.
Welfare POA, WPA: continues to have effect until grantor loses mental capacity

Northern Ireland
Donor and attorney
GPA or Ordinary POA: firmado en presencia de un testigo. Facultades generales o específicas,
pierde vigor (ceases) cuando el poderdante queda incapacitado.
Enduring POA: choice of effective date (you can make it springing). Mantiene vigor al quedar
incapacitado el poderdante, lo autoriza a tomar decisiones relativas al tratamiento personal
(personal care decisions).
 UK - CREATION OF AGENCY RELATIONSHIP - US
By express appointment: the most common By agreement is based on some affirmative
manner in which a principal/agent relationship indication that agent agrees to act for the
comes into existence. The agent is specifically principal and the principal agrees to have the
appointed by the principal to carry out a agent so act.
particular task or to undertake some general -​ Express or implied [in conduct]
function. This need not necessarily depend -​ Oral or written (by way of notarial deed
upon a contract. power of attorney, written document)

By ratification: a person who has no authority By ratification: contract approved or affirmed by

purports to contract with a third party on behalf word or action. If “principal” ratifies a contract
of a principal, who expressly accepts (ratifies) entered into by “agent” in his or her behalf, the
the contract, thus giving retrospective validity to relation is created. The “principal” intends the
the action. Conditions that have to be complied contract (agent behavior) to be valid. In this
with before the principal can effectively adopt case arises out of behavior of agent.
the contract: Requirements:
●​ Principal’s existence and legal capacity - “Agent” must have acted on behalf of a
at the time of the contract. “principal” who subsequently ratifies.
●​ Undisclosed principals cannot ratify a - “Principal” knowledge all material facts
contract involved in the transaction.
●​ Principal must adopt the whole contract - “Principal” must affirm the act in its entirety +
●​ Within a reasonable time. Where the before third party withdraws.
- “Principal” must have the legal capacity to
third party becomes aware that the
authorize the transaction at the time of the
agent has acted without authority, a
transaction and of ratification.
time limit can be set for the principal to - “Principal” must observe the same formalities
indicate their adoption of the contract to approve the act as the act required.
for it to be effective.

By implication: implied from the particular Agency by operation of law: in the absence of
position held by individuals that they have the agreements by Court decision. This happens
authority to enter into contractual relations on with family relationships. One spouse makes a
behalf of their principal. purchase with money from the other spouse. It
also happens in emergency situations.
By necessity: a genuine emergency requires
that an agent bona fide take particular action in
order to protect the interests of the principal.
There must be no practical way of obtaining
further instructions from the principal. Example:
the agent is in possession of the principal’s
property and, due to some unforeseen
emergency, the agent has to take action to
safeguard that property.
By estoppel or agency by holding out: the Agency by estoppel: appearance of agency
principal has led other parties to believe that a relationship to the detriment of a third party (by
person has the authority to represent him or principal). Arises out of behavior of principal.
her. The principal is prevented (estopped) from When a “principal” causes a 3rd party to believe
denying the existence of the agency that someone is his or her “agent” to the
relationship and is bound by the action of his or detriment of third party and the “agent” acts as
her purported agent as regards any third party such, the court is going to create this
who acted in the belief of its existence. The relationship and principal is going to be
principal must have made a representation as responsible for acts made by the agent, the
to the authority of the agent and the party principal is estopped from denying this.
seeking to use it must have relied on the
representation.

UK - TERMINATION OF AGENCY RELATIONSHIP - US

By the parties By act of the parties
●​ By mutual agreement ●​ Lapse of time (expiration of term / reasonable time)
●​ By unilateral action of ●​ Purpose achieved: if the document specifies a particular
one of the parties objective for which you create it.
●​ Irrevocable ●​ Occurrence of a specific event (condition subs?)
agreements
●​ Mutual agreement
●​ At the option of one party (renunciation of authority [BY
AGENT] v. revocation of authority [BY PRINCIPAL])
similar to the way we discharge in continental law
unilateral contracts (contrato de mandato). Both have the
power to terminate but may not have the right (if by
terminating the party is in breach, the other can sue for
damages). Agency coupled with an interest (created for the
benefit of agent) is IRREVOCABLE, that is, it cannot be
terminated by principal.
If agent’s authority is written, it must be revoked in writing.
Principal has the duty to inform third parties.
By operation of law Termination by operation of law
●​ Frustration ●​ Death or insanity (automatic and immediate, knowledge
●​ The death of either of death is not necessary)
party ●​ Impossibility of performing whatever tasks you are
●​ Insanity of either party entrusted to perform: of subject matter destroyed / lost
●​ Principal is bankrupt:
or because there is no way of lawfully achieving purpose.
ends the agreement,
Frustration: (similar discharge of contract) something
●​ Agent is bankrupt: only
that you didn’t expect renders the purpose impossible to
ends the agreement
where it renders him or
execute or prevents you in any other way to fulfill the
her unfit to continue to contract
act as an agent. ●​ Changed circumstances / supervening illegality in
contract law
●​ Bankruptcy
●​ War
No duty to third parties
The principal has the right to control the agent’s conduct in matters entrusted to the agent. The
agent is empowered to bring the principal into a legal relationship with a third party and will act on
behalf and instead of the principal in negotiating and transacting business with third persons.

The liability of a principal to third parties with whom an agent contracts depends on whether
the contract was entered into within the limits of the authority extended to the agent and
whether the agent indicates that he is acting as an agent. General rule: only the principal can sue or
be sued.

Duties of principal (expressed/implied by law)

Compensation – payment in timely fashion upon completion of agent’s specified activities.
●​ Contractual (non-gratuitous relationship)
o​ Express: in the agreement
o​ Implied: reasonable remuneration required by court.
●​ Non-contractual may be gratuitous
As agent’s right to claim remuneration for services performed. Form: wages/commission/both.

Reimbursement and indemnification: if you use your own money as an agent on the behalf of
the principal you have to get it back
●​ Disburse funds
o​ To pay for expenses in the course of reasonable performance acting within
contractual authority
o​ At the request of principal
●​ Indemnification for
o​ liabilities incurred in authorized performances
o​ losses because of principal’s failure to perform duties
As agent’s right To claim indemnity against the principal. In the case of contractual agents, the
remedy is based on an implied contractual term; in the case of a gratuitous agent, it is based on the
remedy of restitution.

Cooperation (cooperate & assist): enable the agent, not prevent him.
To exercise a lien over property owned by the principal. This is a right to retain the principal’s goods,
where they have lawfully come into the agent’s possession, and hold them against any debts
outstanding to him or her as a result of the agency agreement. This has to do with specific goods
subject to the agreement, a general lien is only recognized on the basis of an express term in the
contract or as a result of judicially recognized custom.

Safe working conditions (specific of employer-employee relationship): duty to inform risk

Duties of agent (Notas de clase y Miller + Kelly)
Contractual
Obedience: following all lawful and clearly stated instructions. Exception: emergency. Actions
for breach of contract do not apply in the case of gratuitous agency.
Exercise due care and skill (that appropriate to the agent’s professional capacity). Diligence and
skill expected from a reasonable person under similar circumstances.
Accounting
●​ maintain separate accounts from principal’s
●​ periodically render accounts on what you have paid/collected on principal’s behalf
US - Notification: notice to the agent is notice to the principal. Inform and notify principal of all
matters concerning the subject matter of agent’s authority.
Loyalty: undivided you cannot be an agent for the same purpose of two different principals.
Act solely for the benefit of principal, not in the interest of agent/third party. + Confidentiality
goes with loyalty.
UK - To carry out instructions personally unless authorised to delegate the work, expressly or
impliedly arising from customary practice or as a matter of necessity, the agent remains liable to
the principal for the proper performance of the agreed contract.
Equitable
●​ Not to permit a conflict of interest to arise without disclosing that possibility to the principal.
Upon full disclosure, it is up to the principal to decide. Example: the agent must not sell his
or her own property to the principal without fully disclosing the fact.
●​ Not to make a secret profit or misuse confidential information to secure financial advantage
for him or herself, without full disclosure to his principal. Upon disclosure, the principal may
authorise the agent’s profit.
o​ Not to take a bribe

Civil remedies available to the principal

●​ to repudiate the contract with the third party;

●​ to dismiss the agent without notice;
●​ to refuse to pay any money owed to the agent or to recover such money
●​ already paid;
●​ to claim the amount of the bribe;
●​ to claim damages in the tort of deceit for any loss sustained as a result of the
●​ payment of the bribe.
An agent is liable to be sued in tort for any damages thus caused. However, the agent’s right to
indemnity extends to tortious acts done in the performance of his or her actual authority.

Scope of Agent’s authority

Actual authority arises from what the principal makes clear to the agent
●​ Express/explicitly granted authority is authority declared in clear, direct and defined
terms (tasks and powers given in order to fulfill them), either orally or in writing.
Equal dignity rule (written contract – written authorization exceptions: corporate
officers, present principles) contracts that are always in writing such as purchase of real
estate. Express authority given to an agent must be in writing if the contract to be made
on behalf of the principal is required to be in writing.
●​ An agent has implied authority to do what is reasonably necessary to carry out express
authority and accomplish the objectives of the agency
▪​ Implied by custom
▪​ Inferred from the position the agent occupies (third parties are entitled to
assume that agents holding a particular position have all the powers that are
usually provided to such an agent).
▪​ Inferred as being reasonably necessary to carry out express authority
Apparent authority
●​ arises when the principal, by either word or action, causes a third party reasonably to
believe that the agent has authority to act, even though the agent has no express or
implied authority.
●​ where a principal has previously represented to a third party that an agent has the authority
to act on their behalf he or she may still be liable for the actions of the former agent.
Warrant of authority: If a person claims to act as agent, but without the authority to do so, there is
no agreement between principal and third party, nor between agent and third party because the third
party had no intention to contract with the agent. An action for breach of warrant2 of authority may be
brought against the agent.

RELATIONS WITH THIRD PARTIES

Liability
Disclosed principal: identity is known by 3rd party when a transaction is conducted by agent.
Principal is liable.
Partially disclosed principal: 3rd party knows agent is/may be acting as agent. Both are liable.
Undisclosed principal: identity of principal is totally unknown by 3rd party, and also agent’s
agency. Principal is liable unless
●​ Expressly excluded
●​ Negotiable instrument subscribed by agent with no indication of agency
●​ Personal performance of a contract.
Doctrine of Respondeat Superior vicarious (indirect) liability is imposed on a principal for
torts committed by an agent in the scope of the agency.
If agent exceeds the scope and principal fails to ratify, agent is liable unless 3rd party knew of
agent’s lack of authority.
UK - Exceptions where the agent may be held liable as a party to the contract:

●​ At third party insistence: where the agent has expressly accepted liability with the principal in
order to induce the third party to enter the contract
●​ By implication: where the agent has signed the contractual agreement in his or her own
name, without clearly stating that he or she is merely acting as a representative of the
principal,
o​ If agent signs a bill of exchange without…
●​ When agent signs a deed other than under a POA
●​ Where the agent acts for a non-existent principal
Where the agent actually misrepresents the identity of the principal, knowing that the third party
would not otherwise enter into the contract, the principal will not be permitted to enforce the
contract.

Payment by means of an agent

●​ Payment by the third party to the agent to pass on to the principal:

o​ Undisclosed principal: the third party has discharged liability
o​ Disclosed principal: any payment to the agent only discharges the third party’s
responsibility if it can be shown that the agent had authority, either express or
implied, to receive money.
●​ Payment by the principal to the agent to pass on to the third party: if the agent does not pay
the third party, the principal remains liable.

2
It refers to the implied warranties that the principal exists and has contractual capacity and that the agent has the
authority to make contracts on behalf of the principal.
Commercial agency

Principal’s duties are to

●​ provide their agent with the necessary documentation relating to the goods concerned,
●​ obtain information necessary for the performance of the agency contract,
●​ notify the commercial agent within a reasonable period if the volume of commercial
transactions will be lower
●​ inform the commercial agent of this acceptance or refusal of a commercial transaction

Agents are entitled to

●​ notice of termination of their situation

●​ indemnity/compensation

Restraint of trade (as regards the type of goods, the geographical area, the particular consumer
group) is only effective in writing.

La representación en Argentina
Representación: Figura jurídica que ubica los efectos legales de un acto en la persona que no
realiza ese acto. En Argentina, el representado debe tener capacidad y el representante debe tener
discernimiento (la condición natural de razonar).

Requisitos

-​ Voluntad
-​ Actuación en nombre ajeno
-​ Existencia de poder suficiente (poder/instrumento) o de norma legal

Clasificación:

-​ Representación legal (establecida por ley: padres, curadores, tutores)

-​ Representación voluntaria (poder o instrumento público o privado)
-​ Representación orgánica (sociedades)

Partes involucradas: representante – representado

-​ Mandato (mandante-mandatario): es el contrato propiamente dicho (dos actos bilaterales

dentro del contrato) - generalmente oneroso
-​ Poder (poderdante-apoderado): instrumento que formaliza la relación (escritura)

Sustitución: implica que uno de los mandatarios pueda elegir otro. Está prevista pero el
instrumento debe contemplarlo explícitamente

Ratificación (tiempo – manifestación)

Copia para terceros: es necesario para poder probar la relación de representación.

Conclusión o terminación de la representación

-​ Vencimiento del plazo -​ Quiebra
-​ Cumplimiento del acto -​ Muerte o declaración de muerte presunta
-​ Revocación (del poderdante/mandante) (de una parte)
-​ Renuncia unilateral (del -​ Declaración de ausencia
apoderado/mandatario) -​ Pérdida de capacidad
OBLIGACIONES Y DEBERES

Del representante Del representado

Fidelidad, lealtad y reserva Mantener indemne
Realización de la gestión encomendada Retribuir, si corresponde
Prestar los medios necesarios para el
cumplimiento de la gestión.
Comunicación
Conservación y custodia
Prohibición de adquirir los bienes de su
representado
Restitución de documentos y bienes al finalizar la
tarea.

Poderes

Un poder es un documento público autorizado por un notario/escribano que permite a una

persona o empresa designar a otra como su representante (apoderado) para que actúe en su
nombre en determinados actos jurídicos, de modo que el representante deberá acreditar su
cualidad de apoderado mediante la exhibición de la copia autorizada del poder.

Es un acto unilateral (el poderdante otorga y el apoderado acepta)

Partes: poderdante – apoderado ( puede haber apoderamiento plural y sustitución)

Las facultades conferidas son de interpretación restrictiva. Se incluye pura y exclusivamente lo que
está especificado y nada más.

Clasificación:
1. General (se delega la facultad para realizar actos propios de administración ordinaria y los
necesarios para su ejecución)

2. Especial (se otorga para realizar actos específicos o para un ámbito específico, por ej. poder
especial judicial: letrado apoderado/poder especial financiero/poder especial administrativo)

Mandato: Hay contrato de mandato cuando una parte se obliga a realizar uno o más actos en
interés de otra.” (art. 1319 CCCN)

-​ Puede ser expreso o tácito

-​ Puede ser con o sin representación
Artículo 1321. Mandato sin representación
Si el mandante no otorga poder de representación, el mandatario actúa en nombre
propio pero en interés del mandante, quien no queda obligado directamente respecto
del tercero, ni éste respecto del mandante. El mandante puede subrogarse en las
acciones que tiene el mandatario contra el tercero, e igualmente el tercero en las
acciones que pueda ejercer el mandatario contra el mandante.
-​ Puede haber sustitución y variedad de mandatarios
-​ Se trata de evitar el conflicto de intereses
-​ Se presume onerosidad por ser contrato
-​ Extinción como cualquier contrato (resolución, rescisión, etc.)
-​ Debe haber rendición de cuentas