Article Third. On Mandate

571. Notion. Mandate (Vollmachtsvertrag) is a contract by which one person undertakes to manage an affair in the name of another.

a. He who commits the affair to be managed is called the mandator, but he to whom the affair is committed is called the mandatary.

b. Because the mandatary acts in the name of the mandator, the latter is held concerning all things which the mandatary does by force of the mandate, without exceeding the limits of the mandate.

c. Mandate can be a gratuitous or onerous contract, according as the mandatary undertakes the affair to be managed gratuitously or for payment. Yet there are those who say that mandate is a contract gratuitous by nature: for if a price is accepted for managing the affair, there is rather a lease of work. Nevertheless an essential difference exists between onerous mandate and lease of work: for the mandatary acts in the name of the mandator; but the worker acts not in the name of the master, but in his own name.

572. Obligations of the mandatary. a. He must manage the affair committed to him diligently and faithfully, namely with that diligence which he is accustomed to employ in his own affair of the same kind; yet he must employ greater diligence if he accepts payment than if he manages the matter gratuitously.

b. He is bound to observe the limits of the mandate; but for managing the affair rightly he can employ all means which the nature of the affair requires. If he exceeds the limits of the mandate, both damage and profit pertain to the mandatary.

c. He must hand over to the mandator every profit which he receives: for since he acts in the name of the mandator, whatever he acquires, he acquires for him, unless he has acquired something by extraordinary industry, or a special agreement has been entered between them.

d. He is bound to repair damages which come to the mandator because of culpable negligence in managing the affair, and indeed before the sentence of the judge if he admitted grave theological fault, otherwise after the sentence of the judge.

573. Obligations of the mandator. a. He must fulfill all obligations contracted by the mandatary in the execution of the affair, provided the mandatary has not transgressed the limits of the mandate.

If the mandator revoked the mandate, but the revocation was not known to the mandatary, the mandator nevertheless is held concerning obligations contracted by him, except in the case in which the mandate had been committed for contracting espousals or for entering marriage: for these contracts are invalid when the mandate has been revoked, even if the revocation was unknown both to the mandatary and to the other party.

b. He must pay the necessary and useful expenses which the mandatary made in executing the affair, even if the affair did not have the desired outcome, provided this happened without the fault of the mandatary.

c. He must compensate damages which the mandatary suffered without fault, but not damages which came to the mandatary from a fortuitous event.

574. Management of affairs (Geschaftsfuhrung ohne Auftrag - Vertretung ohne Vollmacht) is a quasi-contract by which someone undertakes to manage another's affair from the presumed will of the absent and ignorant owner.

a. Management of affairs is called a quasi-contract in a juridical sense (514, 2, c), by which namely, without any consent, not even implicit or virtual, an obligation arises in each contracting party, because the common good requires this. Hence if someone buys a thing, for example, a precious ring, from a thief for the owner, the latter must compensate the price paid, both by natural and positive right. Or if someone undertakes the care of feeding a wandering animal and bringing it back to the owner, he can require compensation for labor and expenses.

b. Management of affairs is a contract plainly akin to mandate, so that it can be called a presumed mandate: therefore the things which have been said concerning the obligations of the mandatary and mandator must be applied to the manager of affairs and to him whose affair is being managed.