Authority: Difference between revisions
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{{repanat|Authority}} | {{repanat|Authority|}}Assuming you have the ''{{repprov|capacity}}'' to enter into an agreement, there's also the question of whether you have taken the necessary internal corporate steps to officially do so. Hence, the authority rep. | ||
Assuming you have the ''{{repprov|capacity}}'' to enter into an agreement, there's also the question of whether you have taken the necessary internal corporate steps to officially do so. Hence, the authority rep. | |||
{{authority capsule}} | |||
But for those who don’t trust the law of agency — or their colleagues’ gullibility in believing people are who they claim to be — there’s this neat rep. It is blighted by the same [[Metaphysics|metaphysical]] canker as a {{repprov|capacity}} warranty, in that if you in fact ''do'' know the chap executing the contract ''isn’t'' properly authorised, then no representation that he gives you saying that he ''is'' will make a blind bit of difference. You might have a [[Negligent misstatement|negligent]], or even fraudulent misstatement claim against him, but he’s just some guy, you know, his pockets won’t be that deep, and if you ''knew'' it was a misstatement, good luck establishing [[causation]]. | |||
'''Odd spot''': often combined with the {{repprov|capacity}} representation into a [[capacity and authority]] rep. But they’re quite different things, in this commentator’s pedantic view. | '''Odd spot''': often combined with the {{repprov|capacity}} representation into a [[capacity and authority]] rep. But they’re quite different things, in this commentator’s pedantic view. | ||
{{Sa}} | {{Sa}} | ||
*[[Capacity and authority]] | *[[Capacity and authority]] | ||
Latest revision as of 12:02, 5 January 2021
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Representations and Warranties Anatomy™
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Assuming you have the capacity to enter into an agreement, there's also the question of whether you have taken the necessary internal corporate steps to officially do so. Hence, the authority rep.
Whether the fellow who purports to sign the contract for your counterparty has any ostensible grounds to do — whether she is properly appointed by the board or, by dint of her role within the organisation, has the general authority to sign — so is a question of her authority. Here the law of agency lends an innocent contracting party a hand, with the doctrine of ostensible authority meaning one can rely on someone who seems to have appropriate authority even if she doesn’t, as long as you don’t (or can not reasonably have been expected to) know that.
But for those who don’t trust the law of agency — or their colleagues’ gullibility in believing people are who they claim to be — there’s this neat rep. It is blighted by the same metaphysical canker as a capacity warranty, in that if you in fact do know the chap executing the contract isn’t properly authorised, then no representation that he gives you saying that he is will make a blind bit of difference. You might have a negligent, or even fraudulent misstatement claim against him, but he’s just some guy, you know, his pockets won’t be that deep, and if you knew it was a misstatement, good luck establishing causation.
Odd spot: often combined with the capacity representation into a capacity and authority rep. But they’re quite different things, in this commentator’s pedantic view.