Abstract

If a legal act is performed through a representative, there is a risk of his lack of authority to affect directly the legal position of the principal. If the representative has no power of attorney or exceeds its scope and notwithstanding the other contracting party agrees to conclude an agreement or performs a legal act in ignorance of that fact, it becomes legally bound thereby (Art. 103 § 1 of the Civil Code). In order to terminate the situation of uncertainty as to the ultimate fate of the contract, the legislator introduced a provision that allows to set a reasonable deadline by which the principal should endorse the contract (Art. 103 § 2 of the Civil Code). Furthermore, to protect the interests of the other party of the agreement concluded with a representative who acts without authority (falsus procurator), though within the limits of the original power of attorney, the Civil Code contains a provision protecting good faith of such person. In such case, unless the other party knew about the expiration of the power of attorney or could have easily obtained that knowledge, the contract is valid (Art. 105 of the Civil Code). The above rules set the limits for protecting the interests of a person who concludes an agreement with a representative. If we put those provisions in this perspective, they reveal certain issues that have not always been properly presented in literature.

Key words:

power of attorney, purported representative, abuse of a power of attorney, endorsement of an agreement