| 释义 |
directors’ authority to act
A director’s authority to act on behalf of a company may be based on actual or apparent authority. Actual authority is either express or implied. Express authority is an explicit conferring of authority on a director from, for example, the articles of association or a contract of employment (SMC Electronics Ltd v Akhter Computers Ltd [2001] 1 BCLC 433 (CA)). Implied authority comprises usual authority (i.e. those powers that fall within the usual scope of the office to which the individual has been appointed) or authority based on the conduct of the parties as, for example, where a director on previous occasions has been allowed by his principal to act in excess of his authority (Hely-Hutchinson v Brayhead Ltd [1968] 1 QB 549). Apparent (or ostensible) authority is the authority of an agent as it appears to others: i.e., the particular agent has been held out by their principal as possessing the requisite authority (Freeman & Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 480). |