Short answer. No, unless an exception applies. Under Article 1872, between persons who are absent, acceptance of the agency cannot be implied from the agent's silence — except when the principal transmits the power of attorney and the agent receives it without objection, or when it concerns business the agent habitually handles as an agent and he does not reply.
What the law says
the acceptance of the agency cannot be implied from the silence of the agent
Civil Code, Article 1872 — Implied Acceptance (Absent Parties). Read the full provision →
Silence between absent parties is not acceptance
When the principal and the would-be agent are not together — dealing at a distance, by letter or wire — the law is more cautious about reading silence as acceptance. Article 1872 lays down the rule: between persons who are absent, the acceptance of the agency cannot be implied from the silence of the agent. So, as a general matter, if someone posts you a power of attorney and you simply do nothing, your silence does not make you his agent. This differs from the face-to-face situation, where taking the document without objection is acceptance.
The first exception: receiving it without objection
The general rule has two exceptions, and the first mirrors the face-to-face rule. Silence can be acceptance when the principal transmits his power of attorney to the agent, who receives it without any objection. So it is not the mere sending that binds the agent, but his receiving the authority and not objecting. Where the agent actually gets the power of attorney and does nothing to decline it, that receipt-without-protest is treated as acceptance even at a distance.
The second exception: his habitual line of business
The second exception is more striking, and it is where silence alone can bind. Acceptance is implied when the principal entrusts to him by letter or telegram a power of attorney with respect to the business in which he is habitually engaged as an agent, and he did not reply. So a person who makes his living acting as an agent in a particular line — a broker, a commission merchant — who is sent, in writing, an authority within that very business and simply does not answer, is taken to have accepted. Here mere silence is enough.
If you receive a power of attorney by post
If a power of attorney reaches you by letter, do not assume that doing nothing is safe. If you actually received it and do not want to act, say so — object, because a received-and-unopposed authority can bind you. And if you are in the business of acting as an agent and are sent an authority within your usual line, silence is especially dangerous: not replying is treated as accepting, so you must answer to decline. The safe habit is to reply either way. For a principal at a distance, mere posting does not engage an ordinary person — you generally need the agent's receipt without objection, or to be dealing with one who agents in that business as his trade.
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.
- Ruby Shelter Builders vs. Romeo Y. Tan, G.R. No. 217368, August 5, 2024 — read the decision on LawPhil →