Dear Atty. Kathy,

I am supposed to buy the car of my friend, F. F asked me to transact with her assistant, A, in whose favor she executed a special power of attorney (SPA) for the sale of said car. However, F suddenly died from a heart attack. A is telling me that we can still push through with executing the deed of sale for the car, even if F passed away already, since A already has an SPA. Is this correct?

Anne

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Dear Anne,

As ruled by the Supreme Court in the case of San Miguel Foods Inc. vs. Felicidad D. Alova, et al. (G.R. No. 260071, 7 May 2025), by the contract of agency, a person binds himself to render some service or to do something in representation or on behalf of another, with the consent or authority of the latter.

The relationship of agency is one where a party, called the “principal,” authorizes another, called the “agent,” to act for and in his or her behalf in transactions with third persons. Agency is basically personal, representative, and derivative in nature. The authority of the agent to act emanates from the powers granted to him by his or her principal. Agency, therefore, is extinguished by the death of either the principal or the agent. Thus, as a general rule, any act by the agent subsequent to the principal’s death is void from the beginning.

Based solely on your narration, F, the principal, passed away before the deed of sale of the car could even be executed. F’s death effectively extinguished the agency between F and A. There is also no showing that the exceptions under the Civil Code are applicable: (a.) when the agency was created for the common interest of both the principal and the agent; and (b) when the agent was unaware of the principal’s death and acted in good faith with a third party (Articles 1930 and 1931).

Thus, what A told you, that since he or she has an SPA you can still execute the deed of sale for the car even after the death of F, is not correct.

Atty. Kathy Larios