"AND" OR "OR"

Here’s another gem from the trenches—this time, courtesy of one of our favorite bureaucratic mazes: the bank.

We were wrapping up a sale. Mortgage cleared, checkbook ready, just one step left to close the deal: retrieve the original title from the bank.

The bank had its own SPA (Special Power of Attorney) template for this. We followed it. To cover our bases, we listed three of our trusty liaison officers—depending on who's available.

The SPA read:

“That I, [SELLER]… do hereby irrevocably appoint, name, and constitute Jake, Janna, AND Joey… to be my true and lawful attorneys…”

Sounds solid, right?

Apparently not.

When we tried to collect the title, the bank rejected the SPA. Their reason?

All three AIFs (Attorneys-in-Fact) had to be physically present.

Because we wrote “AND” instead of “OR.”

Their interpretation: if even one of them was missing, the SPA was useless.

Oof.

So, who’s actually in the wrong here?

We’ll break it down this Wednesday. Stay tuned.

Options:

A. The bank is; you should have put “OR”.

B. You are; the bank should have accepted the “AND”.

***

Let’s go back to Monday’s post. So—who was right, me or the bank?

Naturally, I insisted I was right. I used “AND”! That’s proper grammar, isn’t it?

But then I asked ChatGPT, and here’s what it had to say:

“In standard legal interpretation—especially in the Philippines—using ‘AND’ in an SPA means all appointed attorneys-in-fact must act together, as a group. So technically, the bank is correct. If you want each of them to act independently, use ‘OR’ instead.”

🤦🏻‍♂️

Well, that explains the rejection.

Moral of the story?

Don’t waste your energy arguing over semantics when the fix is a simple edit. Sure, chasing after the principal for a fresh signature isn’t ideal—but it’s still better than fighting a losing battle.

Here are a few takeaways from this little adventure:

1.⁠ ⁠You’re not always right. Be humble. (Note to self.)

2.⁠ ⁠Just write “AND/OR” and save everyone the headache. (We’ve updated our templates.)

3.⁠ ⁠When in doubt, assume bureaucracy will win.

As brokers, we’ll run into plenty more situations like this—because what we learn in real estate school often doesn’t line up with how things play out in the real world. Just because the BIR didn’t impose VAT on a lessor’s asset in a past transaction doesn’t mean they won’t in the next one.

Lesson? Stay flexible. Keep an open mind. And don’t get too attached to being right.