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Chapter 1

COMLAW 203 Chapter Notes - Chapter 1: Apparent Authority, General Authority

Commercial Law
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Attribution is the act of regarding a quality or feature as a characteristic or inherent
part of someone or something.
Attribution of liability involves the rules of contract, agency, capacity, tort and crime
How human actions are acts the company.
4 rules
Express- CA 1993, implied company law
General rules agency and vicarious liability for tort created by the courts
Special rules attribution A particular statue or document such as criminal statutes.
Deals with third person and makes contract on behalf of the principle
-effect of proper exercise of authority by an agent is to bind the principal and third
person to a contract
-agent not being a party to the contract is not liable in any respect under the
Authority of a contract
-bind a company to a contract a person purporting to act on behalf of the company
must have authority
-s128 board has authority to contract under the general powers of management
-board can authorise agents act on behalf of company expressly or implied s130
-agents power delegate other agents
-management decisions 2 ways primary rules attribution the board may make an
internal decision
-general rules of attribution the board may bind the company in a contract with a
third party
-relationship between common law and s18
Applicable to company contracts
-s18 narrows the circumstances when an outsider is put on inquiry of internal
company irregularities
-paragraphs of s18(1) may also have expanded the circumstances where the agent
will have apparent authority
Actual authority
Can be either expressed or implied which is created by a consensual agreement
between parties
-agent can bring the principle into a legal relationship with third parties e.g on behalf
contract on behalf of the principle
express writing or orally / Can either be specific or general authority
implied- authority to do what ever is necessary or /scope of type of business or level
of agent
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