Lawtalkers Must Learn English, not Legalese

[crazy canuck]

I never said so. A person who purports to have an authority to sign a contract but doesn't is personally liable for any damage caused to the other party (and can also be criminally charged if this was deliberate). This liability however does not hinge on the fact that the person would say "Btw, I'm really me" (only in more words), however.

But if it hasn't, then such representations (which are made on behalf of the company, and not the signatory) are worthless, since it also means the signatory is not authorised to make representations that he is authorised to sign the agreement.

Thats funny.  In English, saying a document is worthless because it is signed by someone who it is later claimed doesnt have authority actually means you are saying it is worthless.

[Martinus]

I said the representation is worthless as it doesn't add anything to the picture - the liability is the same whether you put it in or not. Adding it in does not create any form of liability for the company being represented; and failing to add it does not remove any liability for the signatoree.

So it is worthless.

[crazy canuck]

So it is worthless.

I could have sworn I read you said you didnt say that.

[Malthus]

The thing you are missing Malthus is that sometimes in cases where the issue of ostensible authority comes up, one of the lines of defence can be "I never told them I had any authority they just wrongly assumed it.  Had I turned my mind to it or had I been asked I would have told them I didnt really have the authority and really they should get someone else to sign".  In other words, there can be a real issue on the facts.  One simple line of drafting can take away what can be a lengthy issue on the facts.

That makes no sense though. On what planet does someone sign a contract knowing they have no authority to do so, and later say with a straight face "well, if only they asked me, I'd have told them I was just some random guy who had no authority"?

In signing something you are holding yourself out as someone with the authority to sign it - assuming you are not mentally challenged. Whether that is good enough for the other person to rely on is of course a question for the facts, but I don't see that saying "I am who I claim I am" in the contract is any different from, in fact, claiming you are who you claim you are.

I can see putting such a clause in - it costs naught but ink - but really, it isn't a major protection. Problem is, too many protections of limited worth of this sort (don't even start on the boilerplate IP language - five pages of "you agree that every invention you discover in the course of services is our property" in contracts for carpet cleaning, that sort of thing) tend to make for very long contracts, since the number of basically minor protections one could draft is essentially endless. 

[crazy canuck]

That makes no sense though. On what planet does someone sign a contract knowing they have no authority to do so, and later say with a straight face "well, if only they asked me, I'd have told them I was just some random guy who had no authority"?

Glad you see it that way.  I hope you are the judge the next time I have to argue ostensible authority since you have already decided that if someone has signed a contract then they must have turned their mind to the issue of whether they have the proper authority.  Glad you will take judicial notice of those pesky facts.

In signing something you are holding yourself out as someone with the authority to sign it - assuming you are not mentally challenged. Whether that is good enough for the other person to rely on is of course a question for the facts, but I don't see that saying "I am who I claim I am" in the contract is any different from, in fact, claiming you are who you claim you are.

Yep, that is exactly the argument I would use if I was arguing ostensible authority.  But all kidding aside you are oversimplifying a bit.  You seem to be assuming that there is a bright line between those who have authority because they are part of management and those that do not.  In fact in a lot of cases the line is not that bright and there can be a lot of ambiguity as to what level of manager can actually bind a business depending on what kind of contract is being entered into.  Having the clause there makes things a lot easier because now there is an express provision and no one can claim they didnt intend to make such a representation impliedly.

As a litigator that gives me a more ammo to use in any cross examination and anything that helps my case is good.

[The Minsky Moment]

The thing you are missing Malthus is that sometimes in cases where the issue of ostensible authority comes up, one of the lines of defence can be "I never told them I had any authority they just wrongly assumed it.  Had I turned my mind to it or had I been asked I would have told them I didnt really have the authority and really they should get someone else to sign".  In other words, there can be a real issue on the facts.  One simple line of drafting can take away what can be a lengthy issue on the facts.

That makes no sense though. On what planet does someone sign a contract knowing they have no authority to do so, and later say with a straight face "well, if only they asked me, I'd have told them I was just some random guy who had no authority"?

Earth.

It is a planet with a species called "human beings" that are capable of saying all sorts of silly things when a straight face once they have been ushered into a courtroom and placed under oath.

[grumbler]

Earth.

It is a planet with a species called "human beings" that are capable of saying all sorts of silly things when a straight face once they have been ushered into a courtroom and placed under oath.

Yeppers.  It is the old "I really had to have someone come in and fix the AC system because my boss was yelling at me, and these people told me that, if I signed that "contract" thingy, they would have people there the next day.  I didn't know it was a contract for a whole year's worth of maintenance."

[DontSayBanana]

good luck with that

sometimes in representing a client its better to do what is 100% guaranteed to work rather than trying to prove a point or test the limits

As a practical matter, I'm mostly in agreement with that.  This strikes me to be more of a maverick move on the part of this judge than anything else at this juncture.  We'll have to wait for some precedent to be established before we can say otherwise with any certainty.