No. II.3 - Agent acting without or outside his authority

The principal is not bound if an agent acts without or outside his authority (falsus procurator) unless he ratifies, expressly or impliedly through his conduct, the acts of the agent. In the latter case, the act produces the same effects as if it had initially been carried out with authority.

1 The scope of the agent's authority must be determined through interpretation of the terms of the power of attorney (in case of an express authority) or the principal's conduct or other circumstances from which the principal's intention to confer authority on the agent can be inferred (implied authority). 

2 No matter whether the principal's grant of authority to the agent was express or implied, the scope of the authority extends to all acts which are reasonably necessary to achieve the principal's purposes for which he granted the authority to the agent unless there are clear indications for the fact that the agent intended to grant only a limited authority to the agent.

3 Where an agent acts without authority or exceeds his authority, its acts do not bind the principal and the third party to each other unless in a case of apparent authority.

4 Ratification by the principal of acts by an agent who has acted without authority may be addressed to the third party, to the agent, to both or to the public.

Please cite as: "Commentary to Trans-Lex Principle ,"
Court Decisions
D & J Hatchery, Inc. v. Feeders Elevator, Inc., 274 N.W.2d 138
Jenks, Edward et al., A Digest of English Civil Law, London, Sydney, Calcutta, Winnipeg, Wellington 1921.
Kersley, R.H., M.A., LL.M./ Broom, Herbert, LL.D., A Selection of Legal Maxims, 10th ed. London, 1939
Schlesinger/ Rudolf B. (ed.), Formation of Contracts, A Study of the Common Core of Legal Systems, Vol. I, New York, London 1968
Schmitthoff, Clive, Agency in International Trade, A Study in Comparative Law, 117 Rec.Cours 1970-I, at 115 et seq.
International Legislation
Convention on Agency in the International Sale of Goods (Geneva, 17 February 1983).
National Legislation
Contract Law of the People's Republic of China
Danish Contracts Act
Ethiopian Civil Code
Finnish Contracts Act
Russian Civil Code
Principles / Restatements
Principles of European Contract Law - PECL
UNIDROIT Principles of International Commercial Contracts
Contract Clauses
There are currently no contract clauses.
A project of CENTRAL, University of Cologne.