19. Acting for a company: agency and attribution

• Main Author: French, Derek
• Format: Book
• Language: unknown
• Published: Oxford University Press 2018
• Subjects: common seal
• Online Access: http://dx.doi.org/10.1093/he/9780198815105.003.0019; https://www.oxfordlawtrove.com/view/10.1093/he/9780198815105.001.0001/he-9780198815105-chapter-19

This chapter deals with the legal relationship of agency that exists between the company and the agent, explaining the process involved in an agent’s authentication and the execution of documents for the company he or she represents. It then considers two ways in which a company may become contractually bound to another person (a ‘contractor’) under the provisions of the Companies Act 2006: through a written contract to which the company’s common seal is affixed, or when someone has made a contract on behalf of the company. It also discusses the company’s capacity to enter into contracts, with emphasis on the ultra vires rule, and attribution by a court so as to impose criminal liability on a company. A number of court cases relevant to the discussion are cited.