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Legal Terms -directors’ authority to act
A director's power to represent a corporation may stem from actual or apparent authority. Actual authority can be classified as either express or implied. Express authority is the explicit delegation of authority to a director, as derived from sources such as the articles of association or an employment contract (SMC Electronics Ltd v Akhter Computers Ltd [2001] 1 BCLC 433 (CA)). Implied authority includes usual authority, which pertains to the powers inherent to the office held by the individual, or authority derived from the behavior of the parties, such as when a director has previously been permitted by his principal to exceed his authority (Hely-Hutchinson v Brayhead Ltd [1968] 1 QB 549). Apparent (or apparent) authority refers to the authority of an agent as perceived by others; that is, the specific agent possesses designated by their principal as having the necessary authority (Freeman & Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 480).
A director's power to represent a corporation may stem from actual or apparent authority. Actual authority can be classified as either express or implied. Express authority is the explicit delegation of authority to a director, as derived from sources such as the articles of association or an employment contract (SMC Electronics Ltd v Akhter Computers Ltd [2001] 1 BCLC 433 (CA)). Implied authority includes usual authority, which pertains to the powers inherent to the office held by the individual, or authority derived from the behavior of the parties, such as when a director has previously been permitted by his principal to exceed his authority (Hely-Hutchinson v Brayhead Ltd [1968] 1 QB 549). Apparent (or apparent) authority refers to the authority of an agent as perceived by others; that is, the specific agent possesses designated by their principal as having the necessary authority (Freeman & Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 480).
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