Proper authority: Overview, definition, and example
What is proper authority?
Proper authority refers to the legal or organizational power vested in an individual or entity to take certain actions, make decisions, or enter into agreements. In the context of business or law, it means that the person or party taking an action has the appropriate level of approval or authorization to do so. This authority is usually granted through organizational roles, official documents, or legal statutes.
For example, a company’s CEO may have the proper authority to sign contracts on behalf of the company, while a department manager might not have the authority to enter into binding agreements outside their area of responsibility.
Why is proper authority important?
Proper authority is important because it ensures that actions taken by individuals or entities are legally valid and binding. It helps prevent unauthorized decisions or contracts that could expose the organization or individuals to risks or legal challenges. For businesses, ensuring that proper authority is granted for specific actions maintains accountability, reduces the chance of fraud, and ensures compliance with internal and external regulations.
For employees, understanding their scope of authority helps avoid overstepping boundaries and ensures that decisions are made by the correct individuals. For organizations, it prevents confusion and ensures that only authorized parties are entering into agreements, incurring liabilities, or making significant business decisions.
Understanding proper authority through an example
Imagine a company where the HR manager is responsible for hiring new employees. If the HR manager signs a job offer for a candidate, they are acting within their proper authority. However, if the HR manager were to sign a lease agreement for office space, this would likely be outside their authority, as the decision would typically require approval from a higher-level executive such as the CFO or CEO.
In another example, a board member of a corporation may have the proper authority to approve strategic decisions like mergers or acquisitions. However, the employee handling day-to-day operations may not have the authority to approve such large-scale business decisions without further approval from the board.
Example of a proper authority clause
Here’s how a proper authority clause might appear in a contract:
"Each Party represents and warrants that the individual signing this Agreement has the proper authority to bind the Party to the terms and conditions of this Agreement. The signatories affirm that they have received all necessary approvals and authorizations from their respective organizations to enter into this Agreement."
Conclusion
Proper authority ensures that individuals or entities have the legal power to make decisions or take actions on behalf of an organization or in accordance with the law. It is essential for preventing unauthorized actions and ensuring that decisions are made by those who have the correct level of responsibility and approval.
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.