Exceed one's authority of case partnership controller signs the effectiveness of the contract
A service center is business of a partnership, copartner is Jia Mou, Yi Mou and third some.
Partnership company agreement agrees, jia Mou is the controller of partnership business, represent partnership company external, signing agreement responsibility limits of authority is 100 thousand yuan of the following contracts.
April 2008, a service center should sign a contract with company of B finite liability, about 700 thousand yuan of contract award.
Stipulate according to interior of this partnership business Jia Mou needs partnership company controller to reach this contract all copartner to examine after agreeing, just can sign.
For discreet for the purpose of, a service center is special issued a correspondence to give company of B finite liability, the ability below the circumstance that states this copartner has the accredit a power of attorney that in hold collectivity copartner signs only represents partnership business to be signed on the contract.
On April 12, 2008, the negotiation is very successful, both sides is very satisfactory to reached agreement, especially to partnership business one party, the lowermost level that contract result far outclass predicts.
Jia Mou thinks this result is very good, other partner can agree certainly, course and Yi Mou phone are contacted, offer to sign immediately. Then, both sides signed on the contract.
Some was informed third on April 15, 2008 after this matter, also acquiesced Jia Mou's contract signs act. On April 20, 2008, both sides begins to implement a contract.
Almost meanwhile, company of finite liability of some privately and C electron signed armour a contract, from C electron finite liability company purchases fittings of a batch of computers, value 150 thousand yuan.
After the contract is signed, the time that finite liability company provides by the contract offers C electron goods. A service center cannot pay payment for goods. The copartner Jia Mou of service center of A of demand of finite liability company, Yi Mou mixes C electron some assumes third joint liability, pay payment for goods.
The copartner third of A service center some thinks, had made clear an agreement in partnership agreement, jia Mou represents partnership company external, signing agreement responsibility limits of authority is 100 thousand yuan of the following contracts.
Jia Mou disobeys partnership business to agree, the contract is invalid, partnership business does not assume responsibility.
Some makes Yi Mou and third at the same time the decision that cancel entrusts Jia Mou to represent partnership company external for partnership company controller.
This case involves the cancel authority of copartner and partnership controller to sign the effectiveness problem that exceeds attributive limits contract.
(1) the cancel authority issue about copartner
Basis " partnership law of enterprises " the 29th the 2nd regulation:
Partner of executive general affairs gets all copartner to commend executive partnership work, concern according to acting law;
Copartner of executive general affairs must execute partnership routine according to partnership agreement or the decision of all copartner;
The limits of authority that must not overstep a provision executes partnership routine, the advantage that must not exploit executive partnership general affairs harms the interest of partnership business or other partner, otherwise other partner can decide cancel should be entrusted.
If cause enterprise losing accordingly, copartner of this executive general affairs still ought to undertake compensatory.
In this case, the other partner of partnership business is OK cancel is right of Jia Mou entrust, if cause company loss, jia Mou ought to undertake compensatory.
In the meantime, a service center for discreet for the purpose of, issued a correspondence technically to give company of B finite liability, the ability below the circumstance that states Jia Mou has the accredit a power of attorney that in hold collectivity copartner signs only represents this service center to be signed on the contract.
Below the circumstance of the accredit a power of attorney that signs without all copartner, cannot represent this partnership business to be signed on the contract, this contract does not have effective important condition originally.
But, after signing, some also approbated third of Jia Mou sign act, contract both sides all begins to implement a contract, honor the agreement bilaterally behavior had ratified a contract.
So, the contract that should think company of finite liability of A service center and B is signed is effective.
(2) about kindness the problem of the 3rd person
" partnership law of enterprises " the 37th regulation:
"Partnership business carries out partnership business work and the limitation that represent partnership company right external to copartner, do not get antagonism kindness the 3rd person. Do not get antagonism kindness the 3rd person..
Accordingly, agreement of partnership business interior does not get antagonism kindness the 3rd person.
In this case, the contract that finite liability company signs A service center and C electron is active, depend on whether is finite liability company C electron well-meaning, when signing a contract, have only to Jia Mou sign 100 thousand yuan of the following attributive whether know the inside story.
If do not have evidence to prove its know the inside story, can maintain C electron limited company to be unwitting kindness the 3rd person.
