Thank you for your trust and sending the question to Phong & Partners. According to Clause 1, Article 12 of Law on Enterprises 2020, a legal representative of an enterprise is an individual who represents an enterprise to perform rights and obligations arising from the enterprise's transactions. In addition, in accordance with Article 14 of Law on Enterprises 2020, an authorized representative needs authorization letters when performing transactions. So, according to these regulations, transactions or agreements signed by a legal representative or an authorized representative are valid. However, as stipulated in Article 142 of Civil code 2015, the civil transactions performed by a person without authorization do not give rise to rights and obligations to the represented person, except he/she knows without protests. Accordingly, if there are any foundations to demonstrate that the represented person knows without protests, a document signed by a person without authorization will still have legal value.
Therefore, in order to insure the agreement and minutes on debts confirmation signed by the Vice-president of Y company against legal value, Mr. Quan needs to use information and evidence such as invoices, delivery documents, payment documents via bank, discussed contents to demonstrate that the legal representative of Y company knows these transactions without protests. Accordingly, Mr. Quan can request Y Company to pay the debt in accordance with the agreement and minutes on debt confirmation signed by both parties.
In the above case, to prevent disputes arising when signing an agreement, parties need to carefully review content of agreement, legal representative’s information and signer's authorization. If there is no legal representative, you must request your partner to provide an authorization letter. Actually, many enterprises suppose that requesting an authorization letter will make the partner feel uncomfortable so they pass and inadvertently create a partner aperture to cause trouble, shirk responsibilities, get into unworthy disputes.
The above is our advice. If you still have any questions, please contact Phong & Partners to be answered.
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PHONG & PARTNERS LAW FIRM
Add: 6th Floor, Thanh Loi Building, 249 Nguyen Van Linh Street, Danang city - 0905.102425
Son Tra Branch: 01 Dong Giang street, Danang city - 0905.205624
Lien Chieu Branch: 21 Truong Van Da street, Danang city - 0901.95099
Ngu Hanh Son Branch: 03 Chu Cam Phong street, Danang city - 0905.579269
Tel: 0236.3822678
Email: Phongpartnerslaw@gmail.com
