G.R. No. 439 - Germann and Co. vs. Donaldson, Sim and Co.

The case involves an action to recover a sum claimed to be due for freight under a charter party.
The suit was brought based on a general power for suits executed by Fernando Kammerzell in Manila on October 27, 1900.
This power was presented as a substitution for powers originally conferred in an instrument executed in Berlin, Germany, on February 5, 1900, by Max Leonard Tornow, the sole owner of the business operating under the name Germann & Co.
Both Tornow and Kammerzell are citizens of Germany, with Tornow residing in Berlin and Kammerzell in Manila.

The instrument executed by Kammerzell in Manila was authenticated by a notary following the domestic formalities.
The original instrument executed in Berlin was not authenticated by the same domestic formalities.
The defendants did not dispute the execution under German law; they instead raised issues based on the domestic requirements.

The defendants argued that the original power was invalid because, as per Article 1280, No. 5 of the Civil Code, powers for suits must be contained in a public instrument.
They further contended that the original power could not logically be interpreted as conferring authority on Kammerzell to institute or defend suits, relying on Article 1713 of the Civil Code—which limits a generally stated agency to administrative acts, requiring an express commission for acts of strict ownership.
In contrast, the plaintiffs maintained that the instrument comprised an explicit grant of broad authority, which naturally includes the power to institute such suits.

The instrument explicitly empowered Kammerzell to manage the Manila branch of Germann & Co. with a remit similar to that of the principal, including contract making, registering the branch in the Commercial Registry, and employing assistants.
It specifically authorized him to "exact the payment by legal means," a phrase interpreted as enabling him to institute suits for the collection of debts due to the business—a power essential for managing the business effectively.
The overall purpose of the instrument was to allow Kammerzell to execute all necessary acts for the perfect conduct of the business in Manila, mirroring the authority the principal would have if present.

Whether the general power for suits, as executed by Kammerzell, was valid despite the alleged failure to comply with the requirement of a public instrument under Article 1280, No. 5 of the Civil Code.
Whether the formal validity of the instrument should be judged by the laws of the country where the document was executed, in line with Civil Code Article 11.

Whether the original power explicitly included the authority to institute or defend suits, particularly for the collection of debts arising from the ordinary course of business.
Whether invoking Article 1713 of the Civil Code, which limits a general agency to acts of administration, is appropriate in constraining the power to sue, or if the broad language of the instrument properly authorizes such litigation.

Whether this phrase, taken in context, covers the filing of suits to collect debts, or if it requires separate express authorization.