What is meant by negotiorum gestio?
Negotiorum
gestio refers to the juridical relation which arises when a
person voluntarily takes charge of the agency or management of the
business or property of another, without any power from the latter, as a
consequence of which, he is obliged to continue the same until the termination
of the affair and its incidents, or to require the person concerned to
substitute him, if the owner is in a position to do so. (Art. 2144, CC)
What are its requisites?
Its requisites are as follows:
1. The gestor must voluntarily assume
the agency or management of the business or property of
another.
2. The business or property must be
either neglected or abandoned.
3. The agency or management must not
be authorized by the owner either expressly or impliedly.
4. The assumption of the the
agency or management must be made in
good faith.
Negotiorum gestio does not arise in either of these instances:
1)
When the property or business is not neglected or abandoned;
2)
If in fact the manager has been tacitly authorized by the owner. (Art.
2144, CC)
Distinguish between negotiorum gestio
and implied agency.
1) In negotiorum gestio, it is
essential that the gestor should never have been authorized in any
manner whatsoever to assume the agency or management of the business
or property of another, whereas in implied agency, the agent is actually
authorized to assume the agency
a. by virtue of the acts of the owner or
b. by virtue of his silence or inaction, or
c.
his failure to repudiate the agency,
knowing that another is acting on his behalf without any authority.
2) In the first, it essential
that the business or property
should be either neglected or abandoned, whereas in the second, this is
not required.
3) So long as the
owner does not know that another is acting on his behalf without authority, the
quasi-contract of negotiorum gestio exists, but once
he becomes aware of such fact and still he does not repudiate the acts of
the agent, the quasi-contract ceases to exist; it has become a contract of
implied agency.
When is a gestor or officious manager
liable for fortuitous event?
The
officious manager shall be liable for any fortuitous event:
1) If he undertakes
risky operations which the owner was not accustomed to embark upon;
2) If he has
preferred his own interest to that of the owner;
3) If he fails to
return the property or business after demand by the owner;
4) If he assumed the
management in bad faith.
Except
when the management was assumed to save property or business from imminent
danger, the officious manager shall be liable for fortuitous events:
1) If he is manifestly unfit to carry
on the management;
2) If by his
intervention he prevented a more competent person from taking up the
management.
Diligence
required of the officious manager
The officious
manager shall perform his duties with all the diligence of a good father of
a family, and pay the damages which through his fault or negligence may be
suffered by the owner of the property or business under management.
The courts
may, however, increase or moderate the indemnity according to the circumstances
of each case. (Art. 2145, CC)
Rule if the
officious manager delegates his duties
If the
officious manager delegates to another person all or some of his duties, he
shall be liable for the acts of the delegate, without prejudice to the
direct obligation of the latter toward the owner of the business.
The
responsibility of two or more officious managers shall be solidary,
unless the management was assumed to save the thing or business from imminent
danger. (Art. 2146, CC)
Effect of the
ratification of the owner of the business
The
ratification of the management by the owner of the business produces the
effects of an express agency, even if the business may not have been
successful. (Art. 2149, CC)
Specific
liabilities of the owner even if there is no ratification
Although the
officious management may not have been expressly ratified, the owner of the
property or business who enjoys the advantages of the same shall be liable for
obligations incurred in his interest, and shall reimburse the officious manager
for the necessary and useful expenses and for the damages which
the latter may have suffered in the performance of his duties.
The same
obligation shall be incumbent upon him when the management had for its purpose
the prevention of an imminent and manifest loss, although no benefit may have
been derived. (Art. 2150, CC)
Liability of
the owner even if no benefit or danger
Even though
the owner did not derive any benefit and there has been no imminent and
manifest danger to the property or business, the owner is liable as under the
first paragraph of the preceding article, provided:
1) The officious manager has acted in good
faith, and
2) The property or business is
intact, ready to be returned to the owner. (Art. 2151, CC)
Personal
liability of officious manager towards third person
The officious
manager is personally liable for contracts which he has entered into with third
persons, even though he acted in the name of the owner, and there shall be no
right of action between the owner and third persons. These provisions shall not
apply:
1) If the owner has expressly or tacitly ratified the management, or
2) When the contract refers to
things pertaining to the owner of the business. (Art. 2152, CC)
Causes of
extinguishment of the officious management
The
management is extinguished:
1) When the owner repudiates it or
puts an end thereto;
2) When the officious manager
withdraws from the management, subject to the provisions of article 2144;
3) By the death, civil
interdiction, insanity or insolvency of the owner or the officious manager. (Art.
2153, CC)
Bar
Questions
In fear of reprisals from lawless elements
besieging his barangay, X abandoned his fishpond, fled to Manila and left for
Europe. Seeking that the fish in the fishpond were ready for harvest, Y, who is
in the business of managing fishponds on a commission basis, took possession of
the property, harvested the fish and sold the entire harvest to Z. Thereafter,
Y borrowed money from W and used the money to buy new supplies of fish fry and
to prepare the fishpond for the next crop. a) What is the Juridical
relation between X and Y during X's absence? b) Upon the return of X to the
barangay, what are the obligations of Y to X as regards the contract with Z? c)
Upon X's return, what are the obligations of X as regards Y's contract with W?
d) What legal effects will result if X expressly ratifies Y's management and
what would be the obligations of X in favor of Y? Explain all your answers. (1992)
SUGGESTED ANSWER:
(a) The juridical relation is that of
the quasi-contract of "negotiorum gestio". Y is the
"gestor" or "officious manager" and X is the
"owner" (Art. 2144, Civil Code).
(b) Y must render an account of his
operations and deliver to X the price he received for the sale of the harvested
fish (Art, 2145, Civil Code).
(c) X must pay the loan obtained
by Y from W because X must answer for obligations contracted with third persons
in the interest of the owner (Art. 2150, Civil Code),
(d) Express ratification by X provides
the effects of an express agency and X is liable to pay the commissions
habitually received by the gestor as manager (Art. 2149, Civil Code).
In September, 1972, upon declaration of martial
rule in the Philippines. A, together with his wife and children. disappeared
from his residence along A. Mabini Street. Ermita, Manila. B, his immediate
neighbor, noticing that mysterious disappearance of A and his family, closed
the doors and windows of his house to prevent it from being burglarized. Years
passed without B hearing from A and his family, B continued taking care of A's
house, even causing minor repairs to be done at his house to preserve it. In
1976, when business began to perk up in the area, an enterprising man. C,
approached B and proposed that they build stores at the ground floor of the
house and convert its second floor into a pension house. B agreed to Cs
proposal and together they spent for the construction of stores at the ground
floor and the conversion of the second floor into a pension house. While
construction was going on, fire occurred at a nearby house. The houses at the
entire block, including A's were burned. After the EDSA revolution in February
1986, A and his family returned from the United States where they took refuge
in 1972. Upon learning of what happened to his house. A sued B for damages, B
pleaded as a defense that he merely took charge of his house under the
principle of negotiorum gestio. He was not liable as the burning of the house
is a fortuitous event. Is B liable to A for damages under the foregoing
circumstances? (1993)
SUGGESTED ANSWER:
No. B is not liable
for damages, because he is a gestor in negotiorum gestio (Art. 2144, Civil
Code) Furthermore, B is not liable to A because Article 2147 of the Civil Code
is not applicable.
B did not undertake
risky operations which the owner was not accustomed to embark upon: a) he has
not preferred his own interest to that of the owner; b) he has not failed
to return the property or business after demand by the owner; and c) he
has not assumed the management in bad faith.
ALTERNATIVE ANSWER:
He would be liable
under Art. 2147 (1) of the Civil Code, because he used the property for an
operation which the operator is not accustomed to, and in so doing, he exposed
the house to increased risk, namely the operation of a pension house on the
second floor and stores on the first floor
Armando owns a row of residential apartments in San
Juan, Metro Manila, which he rents out to tenants. On 1 April 1991 he left for
the United States without appointing any administrator to manage his apartments
such that uncollected rentals accumulated for three (3) years. Amparo, a niece
of Armando, concerned with the interest of her uncle, took it upon herself to
administer the property. As a consequence, she incurred expenses in collecting
the rents and in some instances even spent for necessary repairs to preserve
the property. (1995)
1. What Juridical relation between
Amparo and Armando, if any, has resulted from Amparo's unilateral act of
assuming the administration of Armando's apartments? Explain.
2. What rights and obligations, if any,
does Amparo have under the circumstances? Explain.
SUGGESTED ANSWER:
1. Negotiorum gestio
existed between Amparo and Armando. She voluntarily took charge of the agency
or management of the business or property of her uncle without any power from
her uncle whose property was neglected. She is called the gestor negotiorum or
officious manager, (Art. 2144, NCC)
2. It is recommended by the Committee
that an enumeration of any two (2) obligations and two (2) rights as enumerated
in Arts. 2145 to 2152, NCC, would entitle the examinee to full credit.
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