Management of another's affairs: what it is and what obligations it creates (Articles 1888 to 1894 of the Civil Code)

The management of another's affairs (gestión de negocios ajenos) is the quasi-contract by which a person voluntarily takes charge of the agency or administration of another's affairs without a mandate from that person, and from that conduct reciprocal obligations arise between the manager and the owner of the affair. Its regime in Spain is found in Articles 1888 to 1894 of the Civil Code, within the title devoted to quasi-contracts, and it resolves an everyday situation: someone acts for another without having been asked, and the legal system must decide who answers for what.

The systematic starting point is Article 1887, which defines quasi-contracts as "lawful and purely voluntary acts from which their author becomes obligated towards a third party and which sometimes give rise to a reciprocal obligation between the parties concerned". There is no contract, because the agreement of wills is missing, but there is no unjust enrichment or unlawfulness either: there is a lawful voluntary act to which the law attaches obligatory effects.

The obligation to continue the management

Article 1888 contains the definition and the manager's first burden:

"Whoever voluntarily takes charge of the agency or administration of another's affairs, without a mandate from the latter, is obliged to continue their management until the end of the matter and its incidents, or to require the interested party to replace them in the management, if the latter is in a position to do so themselves."

Whoever decides to intervene in another's affair cannot abandon it halfway: the rule protects the owner against an interrupted management that leaves the matter in a worse state than at the outset. The alternative offered by the provision itself is to require the interested party to take over, provided they are in a position to do so. The figure thus approaches agency in its effects, but with an essential difference: here there is no prior mandate.

The diligence required of the unauthorised manager

The standard of care is set by Article 1889:

"The unauthorised manager must perform their task with all the diligence of a good paterfamilias, and compensate the damages that through their fault or negligence are caused to the owner of the goods or affairs they manage. The Courts, however, may moderate the amount of the compensation according to the circumstances of the case."

The manager is therefore liable for fault, on the general scale of the diligence of a good paterfamilias. The novelty is the moderating power that the second paragraph grants to the courts: since the conduct is unsolicited and often altruistic, the compensation may be mitigated in light of the circumstances. It is a valve of equity that does not exist, with that breadth, in remunerated agency.

Delegation and plurality of managers

Article 1890 resolves two practical questions. The first, delegation: "If the manager delegates all or some of the duties of their position to another person, they shall be liable for the acts of the delegate, without prejudice to the latter's direct obligation towards the owner of the affair." The delegating manager is not released: they answer for the acts of their delegate, who in turn is directly obligated to the owner. The second, plurality: "The liability of the managers, when there are two or more, shall be joint and several." If several persons jointly manage another's affair, the owner may demand the whole from any of them.

Fortuitous event as a closed exception

The general rule of obligations exempts from liability for fortuitous events, but Article 1891 breaks it in two specific cases:

"The manager of affairs shall be liable for a fortuitous event when they undertake risky operations that the owner was not accustomed to carry out, or when they have subordinated the owner's interest to their own."

The logic is preventive: whoever manages another's affairs without a mandate cannot venture into operations the owner would not have undertaken, nor place their own interest first. If they do, they lose the exemption for force majeure and are liable even for fortuitous events.

Ratification and its effects

Article 1892 contains a conversion rule: "Ratification of the management by the owner of the affair produces the effects of an express mandate." If the owner ratifies, the relationship is retroactively reorganised as if a mandate had existed, with its own regime. Ratification erases, in substance, the unauthorised character of the management.

Even without express ratification, Article 1893 protects the useful manager in two scenarios:

"Even if they have not expressly ratified the management of another's affairs, the owner of goods or affairs who takes advantage of it shall be liable for the obligations contracted in their interest, and shall compensate the manager for the necessary and useful expenses incurred and for the damages suffered in the performance of their task. The same obligation shall be incumbent upon them when the management was intended to avoid an imminent and manifest harm, even if no benefit resulted from it."

The first paragraph ties the owner's obligation to the benefit obtained: if they take advantage of the management, they must answer for the obligations contracted in their interest and reimburse necessary and useful expenses, as well as compensate the damages suffered by the manager. The second goes further and covers the rescuing management: when the manager acted to avoid an imminent and manifest harm, the owner is liable even if the management produced no benefit at all. It is the case of the neighbour who repairs the roof of the empty house in the face of an imminent storm.

Two special cases: maintenance and funeral expenses

Article 1894 closes the section with two concrete applications. The first regulates maintenance provided by a stranger: "When, without the knowledge of the person obliged to provide maintenance, a stranger provides it, the latter shall have the right to claim it from the former, unless it is established that they provided it out of charity and without intending to claim it back." Whoever feeds a person whose upkeep corresponded to another may recover from the person obliged, unless their donative intent is established. The second provides that "funeral expenses proportionate to the condition of the person and to the customs of the locality must be borne, even if the deceased left no assets, by those who during their lifetime would have had the obligation to feed them".

Boundaries of the figure

The management of another's affairs coexists with neighbouring figures from which it must be distinguished. As against agency, its distinguishing feature is the absence of a mandate; and if the owner ratifies, Article 1892 converts the relationship into a mandate with retroactive effects. As against unjust enrichment, the management of affairs does not require a correlative patrimonial shift between two patrimonies, but a managing conduct with its own duties, although both figures may converge in the analysis of the same case. And as against donation, Article 1894 itself draws the line: if the conduct was born of donative intent —"out of charity and without intending to claim it back"— there is no obligation to reimburse.

Why it matters in practice

The figure appears in very concrete cases in practice: the administrator of a community of owners who orders an urgent repair in a property whose owner is absent, the relative who pays the utility bills of a hospitalised ascendant's home, the company that preserves another's goods in the face of imminent risk, or the professional who continues a matter after the client's disappearance to avoid harm. In all of them, the decisive questions are those fixed by the text: whether there was voluntariness without a mandate (Art. 1888), with what diligence the person acted (Art. 1889), whether the management was taken advantage of or avoided an imminent harm (Art. 1893) and whether there was subsequent ratification (Art. 1892). The reimbursement of expenses, the compensation for damages and the manager's own liability depend on the answers.

Frequently asked questions

What is the management of another's affairs?

It is the quasi-contract by which a person administers or manages another's affairs without a mandate, becoming obliged to continue the management and to answer for their fault (Arts. 1888 and 1889 CC).

Can the unauthorised manager abandon the management at will?

No. They must continue it until the end of the matter or require the interested party to replace them, if the latter can do so themselves (Art. 1888 CC).

Can the manager recover what they spent?

Yes, when the owner takes advantage of the management or when it avoided an imminent and manifest harm: necessary and useful expenses, plus the damages suffered (Art. 1893 CC).

What effects does the owner's ratification have?

It produces the effects of an express mandate (Art. 1892 CC).

Is the manager liable for fortuitous events?

As a rule, no; but they are liable if they undertook risky operations outside the owner's usual practice or subordinated the owner's interest to their own (Art. 1891 CC).

Sources

• Spanish Civil Code, Articles 1887 to 1894 (consolidated text, BOE)