Doing business without an order means carrying out the transactions of another person, whether legal or material, without order or authority, but on account of the one otherwise normally engaged in them, and for the purpose of protecting that person’s interests.
Doing other person’s business without invitation is permissible only should the transaction need to be carried out without delay, because of possible immediate danger of damage or loss of an obvious benefit.
Duties and rights of a manager without order (authority)
Duties of a Manager Without Order (Authority)
A manager without order (authority) shall notify the principal for whom he acts about his act as soon as possible and shall continue the business commenced, should this be reasonably possible, until his principal is able to take over the matter. After completing the business transaction he shall render account thereof and shall hand over everything he has acquired while doing his business to his principal.
Unless otherwise ordered by statute, a manager acting without order (authority) shall have the duties of authorised person.
Due Attention and Liability
While doing another person’s business, a manager without authority is obliged to act according to the real and probable intentions and needs of his principal. He shall be bound to proceed with the care of a good businessman or of a good head of household.
The court may, having regard to the circumstances of someone’s engaging in other person’s business, reduce the liability or exempt him entirely from liability for negligence.
Liability of a manager without business capacity shall be governed by the rules concerning his contractual and tort liability.
Rights of a Manager without Order (Authority)
A manager without order (authority) who has acted in all respects reasonably regarding the circumstances of the case, shall be entitled to request his principal to relieve him of all duties assumed by him because of the business, to take over all duties entered into on his behalf, to redress all his necessary and useful expenses, as well as pay for any eventual loss sustained by him, even should the expected result not be achieved. He shall also be entitled to adequate compensation for his efforts, after deducting losses sustained by his principal, or after providing him with a benefit entirely corresponding to his intentions and needs.
Carrying on Business on Behalf of Another in Order to Help a Third Party
Whoever carries on business on behalf of another in order to help a third party, while there are no grounds for applying the rules of doing business without order, shall be entitled to reimbursement of incurred expenses, but only up to the value of the benefit achieved by the other person.
Removal of Benefits
Every manager acting without authority shall be entitled to take away objects which are the result of the increase of other person’s property, otherwise not being covered in terms of relevant expenses, provided such additions may be separated from a principal object without damage; however, the person having the business may keep such additions after paying to the manager without authority the amount of their current value, but not more than the amount of expenses incurred.
Managing other person’s affairs despite a prohibition
Whoever carries on business on behalf of another in spite of a prohibition by his principal shall not have the rights of a manager acting without authority, provided he was aware or had to be aware under the circumstances of the prohibition. He shall be liable for damage caused by interfering in other person’s affairs, even should damage occur without his fault.
However, should the prohibition to engage into the affair be contrary to law or morals, and in particular should someone prohibit the other person to fulfill his statutory duties which must not be postponed, the general rules of managing business without authority shall apply.
Quai-managing without order
Whoever engages in other person’s business intending to keep the achieved benefit, although being aware that the business belongs to another, shall render account at the request of his principal as a manager without authority, and shall hand over to him all achieved benefits.
The principal may also request the restitution of objects as well as compensation of the loss sustained.
Should a person having the business subsequently approve of what has been carried out, the manager without authority shall be considered as person having received authority and as if he had acted from the beginning by authority of his principal.