E-commerce companies are prone to misunderstandings regarding the authenticity and validity of contracts. For example, is there a direct relationship between signatures and seals and whether a contract is legally binding? Is a contract signed with a former employee valid? Is a signature by a person without the right to sign valid? For e-commerce companies, signatures and seals are part of the contract and must be given sufficient attention. At the same time, e-commerce companies should also pay attention to issues related to the legal validity of contracts.
Is the signature of a person without the right to sign valid? To answer this question, the right to sign should be confirmed first. So, what kind of person has the right to sign and can sign a contract? There are mainly two types of people.
(1) Legal persons or authorized persons. It should be noted that the authorized person must hold the original power of attorney with a seal. The authorization on the power of attorney should be clear and specific, including the time and object of the authorization. A contract signed by an unauthorized person is not legally binding and cannot be binding on both parties.
(2) Natural persons, including the person himself or his agent. Among them, the agent needs to hold the original power of attorney signed by himself. The authorization on the power of attorney should be clear and specific.
Whether the signatory is a legal person, an authorized person or a natural person, he must have certain capabilities. In this regard, Article 9 of the Contract Law stipulates: “When a party enters into a contract, it shall have the corresponding civil rights and civil conduct capacity.” Therefore, e-commerce companies must let people who have the right to sign and have the ability and subject qualifications sign the contract.
Of course, whether a contract signed with a person who does not have the right to sign is valid should be determined based on the actual implementation situation. For example, the supplier only stamped the contract seal in the contract and asked the agent who did not obtain real authorization to sign, while the e-commerce company has signed and stamped, and received the goods sent by the supplier. At this time, the contract can also be deemed valid because both parties have fulfilled their obligations.
Tips
If the e-commerce company and the supplier have negotiated the relevant matters and drafted the contract, but did not let the correct person sign, then the contract will not be legally effective. Therefore, before signing a contract, the e-commerce company needs to judge the signing power of the signatory to prevent the contract from being invalid.