Can my attorney-in-fact pass the job on to a substitute, and who answers if the substitute messes up?

Silence in the power of attorney means substitution is allowed

Many people assume that a special power of attorney is personal, so the person they trusted must do the work himself. The default runs the other way. If your document says nothing about substitution, your agent may hand the task to someone else. The only way to stop that is to say so — a clear line in the instrument prohibiting the appointment of a substitute or a sub-agent. That is worth doing whenever the reason you chose this agent is the agent himself: his judgment, his relationship with a buyer, his familiarity with your property. A prohibition costs one sentence at signing and is far cheaper than unwinding a transaction later.

Who answers when the substitute gets it wrong

The Civil Code sorts this into two situations where the agent is responsible for the acts of the substitute. The first is where he was not given the power to appoint one — he substituted anyway, so he carries whatever the substitute does. The second is where you did give the power but did not designate the person, and the one he picked was notoriously incompetent or insolvent. Note how demanding that second standard is: not merely careless or short of funds, but notoriously so — the kind of thing a reasonable person checking would have found. The implication for you is the mirror image. If you both authorised substitution and named the substitute yourself, you have taken that risk onto your own shoulders, and your agent is not answerable for the person you chose.

Acts done against a prohibition are void

Where you did prohibit substitution and the agent ignored you, the consequence is stronger than liability for damages. All acts of the substitute appointed against the prohibition are void — meaning they had no legal effect from the start, not that you may cancel them if you act quickly. Practically, if you are contesting a deed or a transaction, the first documents to obtain are the power of attorney itself and whatever instrument the substitute signed, so the chain of authority is visible on paper. Two limits are worth knowing. This provision governs the agent-substitute relationship, not the separate question of what happens where a third party dealt in good faith on the strength of documents shown to it. And a void act is not cured by registration or by notarisation.

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.

• Sps. May S. Villaluz and Johnny Villaluz, Jr. vs. Land Bank of the Philippines and the Registrar of Deeds for Davao City, G.R. No. 192602, January 18, 2017 — read the decision on LawPhil →
• Corazon L. Escueta, et al. vs. Rufina Lim, G.R. No. 137162, January 24, 2007 — read the decision on LawPhil →

Related provisions

• Civil Code, Article 1892 — Appointment of a Substitute