Civil Code of Quebec Mandate Article 2130 This is the definition of a mandate; a contract by which a person, the mandator,

empowers another person, the mandatary, to represent him in the performance of a juridical act with a third person, and the mandatary, by his acceptance, binds himself to exercise the power. - E.g. Paying a real estate agent to sell your house (mandate) -The principle = person who wishes to sell the house -The agent = the person responsible for selling the house -Third party = the house buyer Article 2132 Acceptance of a mandate may be express or tacit. Tacit acceptance may be inferred from the acts and even from the silence of the mandatary. -A mandate may be written or verbal Article 2133
A mandate is either by gratuitous title or by onerous title. - A professional mandate is assumed to have a price (price for service) - A mandate entered by two natural persons is presumed to be by gratuitous Article 2134 Remuneration, if any, is determined by the contract, usage or law or on the basis of the value of the services rendered. -Remuneration is a synonym of payment Article 2135 There are two types of mandates; special and general. A special mandate implies a specific service (e.g. selling my house). Once the mandate completed, it is over. A general mandate implies a broad-spectrum service (e.g. taking over my business for a period of time).

Article 2136 The powers of a mandatary (or agent) extend not only to what is expressed in the mandate, but also to anything that may be inferred therefrom. In other words, all actions that are necessary to the fulfillment of the mandate are expected. Article 2137 Powers granted to persons to perform an act which is an ordinary part of their profession need not to be mentioned expressl **Article 2138*** A mandatary (or agent) is bound to fulfill the mandate he has accepted, and shall act with prudence and diligence in performing it. He shall also act honestly and faithfully in the best interests of the mandator (or principle), and avoid placing himself in a position that puts his own interest in conflict with that of his mandator (or principle). - The agent has a fiduciary duty and obligation; a duty of trust (all the trust is placed in the agent) Article 2139 During the mandate, the mandatory is bound to inform the mandator (the principle), at his request or where circumstances warrant it, of the stage reached in the performance of the mandate. The mandatary shall inform the mandator without delay that he has fulfilled his mandate. - In other words, as soon as the mandate is completed, the agent must inform the principle. ***Article 2140*** The mandatary is bound to fulfill the mandate in person unless he is authorized by the mandator to appoint another person to perform all or part of it in his place. If the interests of the mandatory so require, however, the mandatary shall appoint a third person to replace him where unforeseen circumstances prevent him from fulfilling the mandate and is unable to inform the mandatory thereof in due time. - E.g. If I specifically choose a certain real estate agent and

he/she appoints the mandate to another person that he/she chooses without informing me, he/she is at fault. - The chosen agent has to complete the mandate himself unless he/she is authorized by the mandator to do so or unless there is a special circumstance. - E.g. I ask you to return a book to the library for me, and you break your leg while running to the library. You ask your best friend to return it for you. This is acceptable because it is due to rare circumstances. ***Article 2141 (Very Important)*** The mandatory is accountable for the acts of the person he has appointed without authorization as his substitute as if he had performed them in person; where he was authorized to make such an appointment, he is accountable only for the care with which he selected his substitute and gave him instructions. In any case, the mandator has a direct action against the person appointed by the mandatary as his substitute. -In all cases, the agent is liable. - However, if the agent was authorized to appoint the mandate to another person, if he gave the substitute clear instructions, the agent has direct action against the person he appointed. - Le mandataire rpond, comme s'il les avait personnellement accomplis, des actes de la personne qu'il s'est substitue, lorsqu'il n'tait pas autoris le faire; s'il tait autoris se substituer quelqu'un, il ne rpond que du soin avec lequel il a choisi son substitut et lui a donn ses instructions. Article 2142 In the performance of the mandate, the mandatary (or agent), unless prohibited by the mandatory (or principle), may require the assistance of another person (assistance in the sense of help). The mandatary remains liable towards the mandatory for the acts of the person helping him