Legal and practical distinction between "power of attorney" and "delegation" in drafting official documents

Abstract

Although the Iranian Civil Code has specified the principles of the power of attorney contract, it has shortcomings in the precise explanation and separation of the boundaries between the related legal entities such as "power of attorney to another" and "delegation of authority". This legal ambiguity, especially in notary offices, has caused serious doubts in the preparation of official power of attorney documents. Notaries, as the officers of document preparation, are always faced with the challenge of distinguishing the essence of these two concepts, whether the document being prepared is merely a permission to employ another (power of attorney) or a complete transfer of authority (delegation). The purpose of this article is to analyze and accurately separate the legal nature of power of attorney and delegation, with a special focus on their practical distinctions in the field of preparing official documents. The method of the present research is descriptive-analytical, which is based on jurisprudential principles, relevant legal articles in the Civil Code (especially Articles 656, 672, and 673), and current procedures in notary offices. The results of this study show that the fundamental difference between power of attorney and delegation lies in the “survival of authority” and “liability of the first attorney” as well as the “manner of dissolution of the secondary attorney.” In power of attorney, the first attorney (the second attorney) still has his/her own authority and is jointly responsible for the actions of the second attorney (the second attorney). In contrast, in delegation (in the sense of a common practice in notary offices), the authority of the first attorney is completely revoked and the attorney relationship is established directly between the original principal and the second attorney, which has profound effects on the dissolution, dismissal, and responsibilities arising from the attorneyship. These distinctions are crucial in the way the documents are drafted and the conditions included in them (such as the clause “even if repeatedly”) and directly affect the survival or extinction of the effects of the attorneyship.