Can a corporate officer enter into an agreement on behalf of the corporation?

California, United States of America


The following excerpt is from 21ST Capital Corp. v. Bayer Bus. & Tech. Servs. LLC, B276105, c/w B279652 (Cal. App. 2017):

"At common law, a corporate officer may have express authority to enter into an agreement on behalf of the corporation, granted by the board of directors or the corporate bylaws. [Citations.] In the alternative, a corporate officer may have ostensible authority to enter into an agreement on behalf of the corporation if he or she 'assumed and exercised the power in the past' with the apparent consent and acquiescence of the corporation." (Snukal v. Flightways Manufacturing., Inc. (2000) 23 Cal.4th 754, 779.) "The question whether an agent is acting under the actual or ostensible authority of his principal is one of fact which may be covered by direct evidence of the fact or by reasonable inferences drawn from the facts proved." (Ghiglione v. American Trust Co. (1942) 49 Cal.App.2d 633, 637.)

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