Power and authority: Overview, definition, and example
What is power and authority?
Power and authority refer to the legal right and capacity of a party to enter into and perform its obligations under a contract or agreement. This term often appears in representations and warranties within contracts to confirm that each party has the necessary legal standing and authorization to execute the agreement without violating laws or other agreements.
For example, a company signing a loan agreement might represent that its board of directors has approved the transaction, confirming its power and authority to enter into the agreement.
Why is power and authority important?
Power and authority are important because they ensure that all parties to a contract have the legal capacity and proper authorization to bind themselves to the agreement. This reduces the risk of disputes or claims that the contract is invalid due to lack of authority.
For businesses, confirming power and authority protects against agreements being challenged, ensures compliance with internal governance processes, and fosters trust between parties. It is particularly critical in transactions involving corporate entities, government bodies, or partnerships.
Understanding power and authority through an example
Imagine a corporation enters into a lease agreement for office space. The agreement includes a clause stating that the individual signing on behalf of the corporation has the authority to bind the company to the lease. This assurance prevents the landlord from later discovering that the signer lacked authority, which could invalidate the lease.
In another example, a nonprofit organization applies for a grant. The application includes a certification that the board of directors has authorized the submission and use of the funds. This confirms the organization’s power and authority to comply with the grant requirements.
An example of a power and authority clause
Here’s how a power and authority clause might appear in an agreement:
“Each Party represents and warrants that it has the full power and authority to execute, deliver, and perform its obligations under this Agreement and that such execution and performance do not violate any applicable laws, organizational documents, or other agreements to which it is a party.”
Conclusion
Power and authority confirm that parties have the legal capacity and proper authorization to enter into and fulfill their obligations under a contract. This ensures that agreements are enforceable, reduces the risk of disputes, and fosters trust between parties.
By including a clear power and authority clause in contracts, businesses can protect their interests, ensure compliance with governance processes, and establish the enforceability of their agreements.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.