Business Contracts

Apparent agency is an illustration of the theory of appearance, which has its origins in case law, and is equivalent to a quasi-contract , in that it causes an apparent factual situation to produce legal effects analogous to those of a contract. 
Previously very popular, the apparent agency agreement is now the subject of less litigation.
The provisions on agency agreements in the Civil Code do no …

Apparent agency

Apparent agency is an illustration of the theory of appearance, which has its origins in case law, and is equivalent to a quasi-contract , in that it causes an apparent factual situation to produce legal effects analogous to those of a contract. 

Previously very popular, the apparent agency agreement is now the subject of less litigation.

The provisions on agency agreements in the Civil Code do not refer to apparent agency. However, the reform of contract law has endorsed the theory of appearance (in article 1156, paragraph 1, of the Civil Code, according to which an act performed by a representative without authority or exceeding the limits of his or her authority is not enforceable against the principal, “unless the third party contracting has legitimately believed in the reality of the representative's authority, in particular by reason of the principal's conduct or statements”. The text adds in a second paragraph that if the third party was unaware that the act was performed by a representative without or beyond his powers, he may seek invalidity.

The draft reform of the law of special contracts aims to codify apparent agency in future Article 2007, paragraph 2, of the Civil Code, which states: “An act performed by an agent without authority, or in excess of his powers, is unenforceable against the principal, unless the third party contracting legitimately believed in the reality of these powers, as set out in Article 1156”.

In certain respects, the apparent agency can be compared to ratification in that it enables an act contracted by the agent in the absence of a mandate or in excess of his powers, and therefore in principle null and void or unenforceable, to take effect with regard to the contracting third party. But the analogy ends there, for unlike ratification, which manifests the unequivocal will of the principal to ratify the act and is therefore valid both between the parties to the agency agreement, i.e. between the principal and the agent, and between the principal and the contracting third party, the apparent agency applies only to the principal's relationship with the contracting third party, who is the victim of the apparent agency, which justifies the granting of a protective regime to the latter. Furthermore, the ratified act is contractual in nature, whereas the apparent agency agreement is based on a legal fact. 

Art. 1300, Civil Code: "Quasi-contracts are purely voluntary acts which result in a commitment on the part of the person who benefits from them without having a right to do so, and sometimes a commitment on the part of their initiator towards others.

Business Contracts

504. Apparent agency

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Sous parties

Les notions juridiques connexes

504. Apparent agency

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Sous parties

Les notions juridiques connexes

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