I always turn to the Secretary of State`s documents for help. A company can be found in the records of the status of its incorporation, its principal place of business and often other states in which it has a significant presence. Most states` records are free or searchable online for a small fee (texas Nickels-and-Dimes you and delaware searches can really brighten up your wallet, while Missouri and probably most states are free). A simple search usually allows you to determine the exact legal name of the company, the status of the company`s organization, as well as the name and address of its registered representative. Sometimes you will find much more information, such as the identity of the company`s officers and directors, whether the company is in good standing with the state, and even copies of its founding documents and annual reports. Nowadays, it is important to sign documents online. Most contracts only become legally binding when they have the signature of each party involved. By signing a document, he confirms the consent and intention of each party to perform the terms of the contract. If you operate as a sole proprietorship, it means that you – as an individual – are the party to the company`s contracts.
This is also the case if you have registered a fictitious name (or a “Doing Business as” name) with the Secretary of State. If I work as a sole proprietorship, I would have to sign contracts on an individual basis, even if I work as a contract worker, for example. So I should sign my company`s contracts as “Brian Rogers doing business as [or d/b/a] the contract guy.” So here`s the problem: the person signing is not a party to the agreement, so the agreement is not binding on them. If the parties had thought about it earlier and assumed that certain appointees had the right to sign the agreement or work order, then you have an obligation to the authority of those people and you would have the right not to accept a signature from someone else. But in hindsight, you have to rely on real or apparent authority, and putting a line under the signature doesn`t really help you against the company. Of course, if you can show that the company made you believe that it authorized the work order, then you have them, on what lawyers call an estoppel theory. But it is a doctrine outside of contract law itself. You negotiated an important agreement, you reduced it to a written contract, and now you are ready to sign on the dotted line. Most people think that actually signing a contract is just a formality.
However, it is important not to lower their vigilance at this stage. Whether you sign the contract correctly can mean the difference between a smooth business transaction or a chaotic court battle. Unless the owner`s name is Vincent Twice. Is a contract binding if the person who offered it uses a pseudonym and distorts his identity? I am curious because as an author I have signed contracts with a person and now I have learned that this person does not exist and is a false name for a real person. Would the treaties still be binding? The names in the signature blocks of both parties must exactly match the names of the parties in the introductory paragraph, but note that Ken Adams` Style Manual for Drafting Contracts recommends not specifying the jurisdiction of the company for the organization in the signature block. Thus, if my company uses a fictitious name, the fictitious name must be included in both the introductory paragraph and the signature block (the fictitious name should never be used in place of the legal name of the company in the introductory paragraph or signature block). For example, the introductory paragraph could read as follows: Brian: If the contract requires a notarial lock, the notary`s wording may indicate that the person signs “in the name and with the [actual] authority of Acme Corporation, Inc.” In addition, if authority is of great importance, the Company may prepare a resolution approving the transaction and authorizing John Doe to sign the Agreement on behalf of the Company. Question about it. if I have a contract with company “A” and fred is the vice president and Vinny is the CEO.
Is the contract valid if Fred signed the contract but Vinny`s name is printed on the document below the signature line? Any help is welcome. So, if the company`s CEO signs, that person will identify themselves as a “CEO” by writing “CEO” next to “his”. The terms “by:”, “name:” and “title:” are a standard requirement for signing contracts. Raghu: In practice, I would say yes, at least with regard to contracts that are concluded by a large-scale company, as with many electronic contracts that are automatically executed by computers. But as a counterparty to the company, you might encounter evidentiary issues regarding a signatory`s authority to sign the contract (e.g.B. who “signed” the agreement? How do you know they`ve been allowed if you can`t identify them?) I haven`t read any cases dealing with this specific scenario, but cases where, for example, a secretary uses the signature stamp of the company president would make me think. When you sign the agreement, use your name and the appropriate title within the organization. This determines that you are signing on behalf of the company, not as an individual. If Randall asks if the “official” signer can delegate the signature to someone else and how that other person should sign, then there is a right way to do it and a wrong way.
The right way would be to type the name of the “right” signer, then add another “by” line below, e.B. Widgetco, LLC by John Doe, Director, by Rachel Roe, Assistant. The wrong way for Rachel is to sign John`s name and put a “/rr” after signing. Both raise questions about authorization, so John must confirm to the other party (in writing, including email) that he has authorized Rachel to sign for him. If an entity is a contracting party, it is imperative that the signature block correctly identifies the party signing on behalf of that entity. For example, if someone signs as president of a company, the signature block should look like this: If John Smith represents ABC Company, the “name” is ABC Company, “by” John Smith and “title” is President. Help me. If a company has registered the legal name with the State of Texas as the “Dallas Company” and another group of companies has the name “Dallas Company, Inc.”, is that legal? Veronica: You`re right that it`s a person`s authority to act on behalf of the company – not their title – that is important. And although the usual form of the signature block is not a legal requirement, it briefly and succinctly identifies the person signing the contract and in what capacity, so I think it is useful. Without a legible identification of the signatory, it may be impossible to prove that a contract was signed by an authorized representative of a company, which would be fatal for legal action to enforce the contract. In a world where contracts are made and signed on computers, the signature block seems old-fashioned. Once you have defined the names of the parties from the beginning, you are quite fixed.
A computer identifies the identity of the signer, so all they have to do is enter the name to sign. Do we really need the signature block? I agree with Ken Adams (and the majority opinion) that issues of authority are best addressed in the agreement itself, not in the signature block. Most of the time, they`re not even there just because it`s too obvious. Most e-signature services (including Docracy) remind you of this by doing something like “By clicking on `Sign document, you create a legally binding contract between the other party and yourself or the company you are authorised to represent.` Appreciate your thoughts on acting as assinmnets and signing contracts for a company. .