Irrevocable Power of Attorney in Syria: Does It Transfer Real Estate Ownership?
A buyer may pay the full price of a property, receive its keys and an irrevocable power of attorney, and then postpone registering the ownership in their name for years, reassured that the seller can no longer revoke the sale. However, the strength of the power of attorney and the protection it provides depend on its wording, the nature of the right it was issued to secure, and the extent to which the procedures for transferring ownership have been completed.
To understand the buyer’s legal position, three issues must be distinguished: the agent’s authority to act, whether the sale is established between the parties, and whether ownership has transferred in the land registry. Confusing these matters may lead the buyer to believe that the transaction is complete when essential steps are still required to protect their rights.
Article 665 of the Syrian Civil Code provides that a power of attorney allows the agent to perform a legal act on behalf of the principal. Article 668 requires a special power of attorney for acts of disposition, including sale, and limits the agent’s authority to the matters delegated and the necessary related acts. Accordingly, the sale, transfer and registration powers stated in the power of attorney must be carefully reviewed, including whether they cover contracting with oneself where necessary.
The description of a power of attorney as irrevocable is based on Article 681/2 of the Civil Code, which prevents the principal from terminating or restricting a power of attorney issued in the interest of the agent or a third party without the consent of the interested person. The protection therefore depends on the existence of an actual right or interest connected to the power of attorney, not merely on the desire to prevent revocation.
The Court of Cassation confirmed the need to prove that the power of attorney was in fact issued in the agent’s interest, and that the phrase “irrevocable” alone is insufficient, in Decision No. 831, Case No. 908, dated 25/5/1988, published in Al-Muhamoun Journal for 1988, p. 996.
The power-of-attorney instrument may contain a completed sale, depending on its wording and the substance of the transaction. In Decision No. 421, Case No. 852, dated 5/4/1984, the Court of Cassation interpreted a power of attorney authorizing sale and transfer to oneself or a third party, determining the price and acknowledging receipt of it, and connected to the agent’s right, as a completed contract of sale.
Conversely, in Decision No. 1679, Case No. 3248, dated 21/9/1982, the Court explained that permission to sell to oneself and a condition prohibiting revocation do not necessarily establish that a prior sale occurred. It also recognized that the power of attorney may be rescinded where a legally sufficient ground exists. Thus, irrevocability does not give the transaction absolute immunity from judicial challenge.
The transfer of real estate ownership is governed separately. Article 825/1 of the Civil Code provides: “Real rights in real estate are acquired and transferred by registration in the land registry.” In an agreed sale of registered real estate, notarization of the power of attorney, even where it reveals a completed sale, does not replace registration of the transfer of ownership in the buyer’s name.
This distinction explains the importance of completing the real estate transaction. A buyer may hold an instrument enabling them to claim enforcement of the sale, but may not yet have the legal position conferred by registered ownership. In a published statement, the General Directorate of Real Estate Affairs explained that notarial powers of attorney assist in completing the transfer of ownership but do not themselves transfer ownership, and that reliance against third parties on sales contained in them is connected to implementing their contents and properly registering them.
Another issue arises when the seller dies before registration is completed. As a general rule, under Article 680 of the Civil Code, the power of attorney ends upon the death of the principal or the agent. However, legal scholarship and case law take into account the special nature of a power of attorney connected to a right belonging to the agent or a third party. It is therefore incorrect to treat all powers of attorney as terminated by death, or to regard all of them as continuing merely because they are described as irrevocable.
In Decision No. 1246, Case No. 318, dated 29/6/1981, the Court of Cassation held that a power of attorney connected to its holder’s right continued despite the principal’s death, and allowed the beneficiary to sue the heirs on its basis.
Applying this principle requires examining the nature of the power of attorney and the right connected to it, and distinguishing between a general authorization and a power of attorney granted to perform a specific obligation for the benefit of the rights-holder. A legal basis for its continuation may preserve the ability to claim enforcement, but it does not eliminate disputes concerning its contents or the evidence of the transaction.
In light of these rules, practical protection for the buyer begins before payment of the price and continues until registration is completed, by:
Obtaining and reviewing a recent land-registry extract to verify the owner, shares, annotations and rights recorded against the property.
Reviewing the original power of attorney and its authorities and ensuring that the property and the limits of the authorization are clearly identified.
Documenting the sale, price and payment in a manner that clarifies why the power of attorney was issued and the right it was intended to secure.
Defining the registration procedures and the parties’ obligations and commencing them without unjustified delay.
Addressing any dispute at an early stage after reviewing the documents and land-registry record, in order to identify the appropriate claim and procedures for preserving the right.
An irrevocable power of attorney is an important tool for implementing real estate transactions, and its value becomes clear when it is precise and supported by an established right. Relying solely on its wording while leaving ownership registered in the seller’s name may turn a transaction that could have been completed into a dispute requiring proof and litigation. This is why it is important to follow the transaction through until the right intended by the buyer is registered.