A contract has been signed with a supplier, but the person in charge resigned after signing the contract. Is the contract still valid? Generally speaking, if the person in charge signed or stamped on behalf of the supplier, then even if he (she) has resigned, the signed contract is still valid and both parties must continue to perform. Of course, if there is “invalid upon resignation” and other content in the contract, it should be treated differently.
Zhang Wei opened an online store on JD.com, mainly selling photographic equipment. One day, he bought a batch of brand new photographic equipment from the supplier, and the supplier fully authorized Xiaoye to be responsible for related matters, including signing the contract. Therefore, it was Xiaoye who signed the contract, and the supplier’s special contract seal was stamped
Unexpectedly, Xiaoye resigned one and a half months later and was no longer an employee of the supplier. However, as a purchasing party, Zhang Wei had already paid a sum of money when the supplier delivered the first batch of photographic equipment. Afterwards, Zhang Wei paid the remaining money in batches according to the agreement of the contract. In other words, Zhang Wei strictly fulfilled his obligations.
However, the supplier did not want to continue cooperating with Zhang Wei on the grounds that the original agent Xiaoye had resigned. Therefore, Zhang Wei immediately expressed to the supplier that he hoped they could continue to perform the contract or bear the liability for compensation. Because Zhang Wei and Xiaoye signed a valid contract, and Xiaoye had obtained the supplier’s full agency when signing the contract, this gave Zhang Wei reason to believe that Xiaoye’s actions could represent the supplier. Therefore, the contract signed by Xiaoye did not violate laws and regulations and should be deemed valid.
From a legal perspective, the agency behavior between Xiaoye and the supplier is called apparent agency. Under apparent agency, the agent can directly produce the agency effect, and there is no need for the agent to ratify it. Article 49 of the Contract Law provides that: “If a person who has no power of attorney, exceeds his power of attorney, or concludes a contract in the name of the principal after the power of attorney has been terminated, and the counterparty has reason to believe that the person has power of attorney, the agency behavior is valid.
Therefore, if the agent who signs the contract provides the contract and the official seal, then the e-commerce company has every reason to believe that he (she) has power of attorney, which is a typical apparent agency. Moreover, even if the agent resigns, the contract previously signed by him (her) is still valid, but the premise is that there must be a signature or seal on the contract.
Tips
In order to further safeguard their legitimate rights and interests, e-commerce companies should consider the extreme consequences and risks brought about by the resignation of agents or the bankruptcy of suppliers before signing a contract. If necessary, e-commerce companies can write relevant content into the contract.