Three agency law issues that I regularly encounter in commercial litigation practice are (1) authority, (2) ratification and (3) a contract that doesn’t identify a valid entity.
The authority question posed is whether an individual – typically a company employee or independent contractor – can bind the company by the individual’s conduct.
Ratification applies where a corporate principal accepts the benefits of an agent’s unauthorized conduct.
The third, “unclear party” issue arises where a contract is signed by an individual on behalf of an unsueable entity such as a street address (i.e. “Tenant: 15 S. Wacker Drive”) or a generic business name with no “Inc.”, “Ltd.” or “LLC” designation.
Cove Management v. AFLAC, Inc. 2013 IL.App (1st) 120884, features all of these in a commercial lease dispute involving a large insurance company.
The lease designated the company as “tenant” but was signed by an independent (non employee) sales agent. After a lease default, the plaintiff landlord sued the company to recover rent damages.
The trial court dismissed the suit, buying the company’s argument that the agent who signed the lease wasn’t authorized to sign on the company’s behalf. The landlord appealed.
Held: Affirmed.
Rules/Reasoning:
Even though the agent used business cards, envelopes and stationery submitted that bore the company colors and logo, it wasn’t enough to saddle the company with lease liability.
The Court rejected this argument as it laid out the operative Illinois agency rules:
– An agent’s authority to bind a principal can be actual or apparent;
– Actual authority can be express or implied;
– Express authority is authority explicitly granted to the an agent by the principal, while implied authority is proven circumstantially based on the nature of the agent’s position;
– Apparent authority is authority imposed by law – regardless of whether there is actual (express or implied) authority – based on a principal holding out an agent as having authority to bind the principal;
– Apparent authority must be based on words or conduct of the principal; not of the agent;
– If there is no showing of detrimental reliance by a third party on the agent’s authority; there can be no finding of apparent authority;
– A third party dealing with an agent has a duty to inquire into an agent’s supposed authority and can’t blindly rely on an agent’s claim that he has authority to enter contracts on behalf of his corporate principal;
– Ratification applies where a principal learns of an unauthorized action (taken by a supposed agent) but retains the benefits of the transaction;
– Ratification requires the principal- with full knowledge of an agent’s unauthorized act – to manifest the intention to accept the benefits of the unauthorized act or to acquiesce in the transaction
¶¶ 9-14.
The Court found that there was no actual authority since the agent’s independent contractor agreement specifically provided that the agent could not sign contracts for the company.
There was also no apparent authority since plaintiff pointed to no conduct by the company that clothed the agent with authority to execute leases in the company’s name.
All of plaintiff’s apparent authority arguments were based on conduct of the agent; not the company.
The Court also found the lessor failed to show the company ratified the agent’s conduct. All rent payments that were made came from the agent and there was no evidence the company even knew the lease existed before suit was filed.
The corporate lack of lease knowledge also doomed the lessor’s alternative unjust enrichment/quantum meruit counts. Since the company didn’t know about the lease, the plaintiff couldn’t show it conferred a benefit on the insurance company based on the sales agent renting the office space. (¶¶ 34-35). (Quantum meruit requires plaintiff to prove that the defendant benefitted from plaintiff’s services.)
Take-aways: This case demonstrates the paramount importance of precision in lease drafting. The insurance company defendant probably should have vetted all independent agent leases to ensure that the leases don’t designate the company as tenant.
Procedurally, the case shows how important it is to file counter-affidavits in response to a section 2-619 or summary judgment motion. Since the landlord didn’t file a counter-affidavit in response to the company’s own affidavit, the Court had to accept the company’s version of events as true. This spelled defeat for the landlord.
