Part Ⅱ Obligations
Chapter II Particular Kinds Of Obligations
Section 11 - Manager And Commercial Agents
A manager is a person who has authorized by a firm, to manage the affairs of a firm and to sign on behalf of the said firm.
The authorization of power of the manager under the preceding paragraph may be expressed or implied.
The power of the manager may be limited to the management of a particular line of business of the firm or to the management of a particular branch or several branches of the firm.
As regard to third parties, a manager is deemed to have a power to do whatever is necessary for the management of the firm, or branch, or line of business authorized to him.
However, the manager shall not sell or buy or create a right in rem over real property, unless he has been authorized in written form.
The limitation with regard to the buying or selling real property specified in the preceding paragraph shall not apply to a manager of a firm which is on business of buying or selling real property.
A manager is deemed to have a power to represent his firm as a plaintiff or defendant, or to do any other acts in actions, for the business authorized.
The firm may authorize to several managers, but the joint signatures of two of them are effective to the firm.
The limitation to the power of a manager other than those specified in the third paragraph of Article 553, the second paragraph of Article 554, and Article 556, shall not be a valid defense against any bona fide third parties.
A commercial agent is a person who, are not a manager, is commissioned by a firm to deal with the whole or a part of the affairs, in the name of the firm, in a specified place or area.
As regard to third parties the commercial agent is deemed to have a power to do whatever is necessary for the affairs which he is commissioned.
A commercial agent shall not bear the duty of the note or loan for consumption or file an action in court, unless he has been authorized in written form.
The commercial agent shall inform to his firm of the commercial conditions of his place or district, at any time, concerning the affairs which he is commissioned. He shall report immediately to his firm any transaction which he has made for it.
A commercial agent can demand for the remuneration or reimbursement of expenses as agreed upon. If, in the absence of such agreement, according to customs, and in the absence of such agreement or customs, his remuneration shall be proportionate to the importance and volume of the affairs which he has done for his firm.
If the duration of the power of the commercial agent is not fixed, either party may terminate it at any time, unless three months notice in advance shall be given to the other party.
One of the parties may also terminate the contract at any time without notice in advance in case the termination has to take place by reasons for which the party terminating the contract is not responsible.
A manager or commercial agent shall not without the consent of his firm enter on his own account or on account of third parties into any business of the same kind as that which he is commissioned for his firm, nor can he be a partner with unlimited liability in a commercial firm which carries on the same kind of business.
If an action of a manager or commercial agent violates the provisions specified in the preceding article, his firm may demand from him, as the injury, the profits resulting from his act.
The right to claim under the preceding paragraph is extinguished by prescription if it is not exercised within two months from the time when the firm knew of the violation or within one year from the date of the act.
The power of a manager or commercial agent is not extinguished, when the owner of the firm dies, bankrupts or loses his capacity to make juridical acts.