Unauthorised Agency in UNIDROIT Principles of International Commercial Contracts 2004
Danny Busch & Laura J. Macgregor (eds), The Unauthorised Agent, Aspects of European and Comparative Law, Cambridge University Press 2009.
18 Pages Posted: 8 Aug 2018
Date Written: July 19, 2009
This chapter is devoted to the rules with respect to unauthorised agency provided by the UNIDROIT Principles of International Commercial Contracts 2004. These principles devote an entire section to agency (see Chapter 2: Formation and Authority of Agents, Section 2: Authority of Agents). The UNIDROIT Principles are of a non-binding nature and aim to establish rules of general contract law at a universal level. The UNIDROIT Principles provide the general rule that where an agent acts without (sufficient) authority, his acts do not bind the principal. This general rule is exempted in cases where the doctrine of apparent authority applies or where the principal subsequently ratifies the unauthorised act. In addition, the UNIDROIT Principles provide that the third party may hold an unauthorised agent (the falsus procurator) liable for the damage which the third party has suffered as a consequence of the agent’s lack of authority. In this chapter, in II, I first examine the scope of the UP. In III I examine the concept of agency used in the UNIDROIT Principles. In IV I devote some attention to the general effect of unauthorised agency. Afterwards, I then turn to the main exceptions to the general effect of unauthorised agency: apparent authority (V) and ratification (VI). VII follows with some remarks about the liability of the falsus procurator and VIII with a treatment of the interrelationship between apparent authority, ratification and the liability of the falsus procurator. IX ends this chapter with some concluding observations.
Suggested Citation: Suggested Citation