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Review of Mode of Execution of Formalized Corporation Documentation and Resultant Liabilities - Chapter 57 - Advising Minnesota Corporations and Other Business Organizations - 2nd Edition

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Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover


Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic


 




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CHAPTER 57

REVIEW OF MODE OF EXECUTION OF FORMALIZED CORPORATION DOCUMENTATION AND RESULTANT LIABILITIES




Section

§ 57.01 Introduction

§ 57.02 Agency Relationship

§ 57.03 Scope or Limits of Officer's/Director's Authority by Corporation

§ 57.04 Definition of Implied and Apparent Authority

§ 57.05 Statute of Frauds

§ 57.06 Statutory Provisions




§ 57.01 Introduction


Officers and directors of corporations, who have actual or apparent

authority, can bind the corporation through their signing of contracts or

other documents. The corporation’s liability is determined by the

application of the principles of agency law. “The same general principles

of law which govern the relation of agency for a natural person govern

the officer or agent of a corporation, of whatever station or rank, in

respect to his power to act for the corporation.”1


Agency (which is explained fully in Chapter 58) is defined as the

relationship “that arises when one person (a ‘principal’) manifests assent

to another person (an ‘agent’) that the agent shall act on the principal’s

behalf and subject to the principal’s control, and the agent manifests

assent or otherwise consents so to act.”2




§ 57.02 Agency Relationship


If an agency relationship exists, the agent’s knowledge, as well as any

liability, may be imputed to the agent’s principal. “If a corporate officer

is acting within the scope of his or her duty, his or her knowledge is

imputable to the corporation.”3 In other words, a corporation may not be

able to avoid a binding document based on the defense that the

corporation would not have acquiesced to the terms had others in the

corporation known of its terms. The authorized acts of an agent are

considered to be the acts of the corporation that authorized the agent.4


That the acts of the officer are attributable to the corporation is well

established.5 The corporation is generally bound only by acts of the

officers or agents which were within the scope of their express or implied

authority.6


 

Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."

Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.

 

 

Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.

 

 

Contributing Editor:
Amanda Chang


Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman

 


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