Authority

Representations and Warranties Anatomy™ Go Premium {{{2}}} A “typical” Authority clause: Authority: You have taken all necessary steps to approve and execute this agreement and perform your obligations under it. view template Representations and warranties generally | Representations | Warranties | Covenants | Acknowledgements | Representations in the ISDA | Warranties in the GMSLA | Representations in the GMRA | Waiver by estoppel | AcknowledgementCommon representations: Status | Capacity | Authority | No violation | Consents | Obligations binding | Principal | Understanding | Non-reliance | No representation | Unencumbered owner | No default or potential event of default | No litigation | No fiduciary obligation | Representations and warranties Comments? Questions? Suggestions? Requests? Insults? We’d love to 📧 hear from you. Sign up for our newsletter.

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.

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.

See also

• Capacity and authority