Question Three: On Mandate and Management of Affairs

588. Mandate (mandat, procuration; lastgeving) is the act by which some business is committed to someone to be managed gratuitously; but if it is undertaken by him, the contract is perfected (a. 1984). Hence it is a contract by which one commits something to another, to be done in his name, and the other undertakes to manage it gratuitously. Hence mandate by its nature is a gratuitous contract, because it is connatural to mandate that the business be undertaken and managed gratuitously; unless, however, the contrary is stipulated (a. 1986), in which case it is a letting of work.

One mandate is special, by which the mandator commits one only or several designated businesses; another is general, by which he commits all his affairs to the mandatary (a. 1987). Yet this, conceived in general words, pertains only to acts of administration; wherefore for alienation, or for conceding a mortgage, or for any other acts of dominion, an express or special mandate is required (a. 1988).

589. The obligations of the mandatary are (a. 1991 sq.):

1. To manage the affairs committed to him diligently and usefully, and as if they were his own; whence he is held concerning defects committed in the management and damages following from them.

2. To complete the business begun, even when the mandator has died, if there is danger in delay.

3. Not to exceed the limits of the mandate, for example, to spend a greater sum than the mandator prescribed.

4. To render an account of the execution of the mandate committed to him, and to restore the gain which he received from the mandate, unless by accident gain follows from special industry or undue labor.

5. Not to demand a wage, unless it was promised.

590. The obligations of the mandator are (a. 1998 sq.):

1. To fulfill obligations contracted in his name by the mandatary and consonant with the mandate; but not what has been done beyond the mandate, unless that has been expressly or tacitly ratified (a. 1998).

2. To refund to the mandatary expenses made for the execution of the mandate, and to pay the stipend if it was promised, even if the matter did not have a prosperous success (a. 1999).

3. To indemnify the mandatary concerning damages which, culpable imprudence being set aside, he suffered on the occasion of the mandate (a. 2000).

591. Mandate is dissolved:

1. By revocation of the mandatary made by the mandator: for the latter can revoke the mandate at any time;

2. By renunciation of the mandatary: for the latter cannot be forced to continue unwillingly to bear a burden gratuitously undertaken;

3. By natural death, interdiction, and insolvency (deconfiture) of either the mandator or the mandatary (a. 2003 sq.).

592. Management of affairs. Affine to mandate is negotiorum gestio (zaakwaarneming), by which someone undertakes to manage usefully the affairs of an absent person, even one who is ignorant of it, as if from his reasonably presumed commission. Hence it is a quasi-contract arising from the act of him who spontaneously manages the affairs of another, whether the latter knows it or not (a. 1372).

The manager of the affair is held (a. 1372-74): 1. to administer it diligently; 2. once begun, to complete it; 3. to render an account of the things which he has managed.

He whose affair is well managed is held: 1. to observe agreements entered into in his name by the manager; 2. to keep him indemnified for all personal obligations which he undertook; 3. to refund to him all useful or necessary expenses which he made, even if the matter had a bad result (a. 1375).