Short answer. Usually no. When an agent contracts in his own name, Article 1883 of the Civil Code makes him — not the principal — directly bound to you, as though the deal were his own. The main exception is where the contract involves things belonging to the principal.
What the law says
If an agent acts in his own name, the principal has no right of action against the persons with whom the agent has contracted; neither have such persons against the principal. In such case the agent is the one directly bound in favor of the person with whom he has contracted, as if the transaction were his own, except when the contract involves things belonging to the principal.
Civil Code, Article 1883 — Agent Acting in His Own Name. Read the full provision →
The question the law asks is: in whose name?
Agency law turns on a narrow point — in whose name did the agent contract? If he signed for the principal and you knew he was doing so, the contract is the principal's and the principal is your defendant. If he signed in his own name, the law treats him as the contracting party. Article 1883 puts it flatly: If an agent acts in his own name, the principal has no right of action against the persons with whom the agent has contracted; neither have such persons against the principal. Notice that the rule cuts both ways. The hidden principal cannot sue you either. In that situation the agent is directly bound in favor of the person with whom he has contracted, as if the transaction were his own.
The exception: when the subject matter is the principal's
The article carries one exception on its face — except when the contract involves things belonging to the principal. Where the subject matter is the principal's own property, whether land, goods or a vehicle, the shield falls away and a direct claim against him becomes possible. This is a substantial limit rather than a technicality, because agents very commonly deal in property they do not own; a broker selling someone else's lot is the ordinary case, not the unusual one. So before you decide whom to sue, identify precisely what the contract was about and who owned it.
The principal and the agent still answer to each other
The provision closes by preserving the internal relationship: The provisions of this article shall be understood to be without prejudice to the actions between the principal and agent. Whatever happens between you and the agent, he must still account to the person who sent him, and that person may still sue him for what he mishandled or pocketed. This is why an agent facing a customer's claim will often bring his principal into the case himself. It also means the money is not necessarily gone: the agent's own claim against his principal is an asset, and it may be reachable.
What to check before you file
Start with the signature block. Words such as for and on behalf of a named company, or a written authority attached to the document, point to a disclosed agency and a claim against the principal. A bare personal signature points to this article and a claim against the agent. Gather the receipts, the messages, the special power of attorney if one was ever shown to you, and anything indicating whose property was actually being dealt with. If the agent has nothing to pay with, the exception above — or a separate ground, such as the principal later adopting the transaction as his own — may be the only route worth exploring. Take advice before filing: suing the wrong defendant loses time you may not be able to recover.
Cases citing this provision
These Supreme Court decisions cite the provision above. We list them so you can read them yourself; the summaries of what each decided are not ours to give.
- V-Gent, Inc. vs. Morning Star Travel and Tours, Inc, G.R. No. 186305, July 22, 2015 — read the decision on LawPhil →
- Nancy Go, et al. vs. Court of Appeals, et al, G.R. No. 114791, May 29, 1997 — read the decision on LawPhil →