چکیده:
The issuance of a commercial instrument on behalf of another is one of the important topics in the law of commercial instruments. According to general rules, the obligations arising from an instrument issued on behalf of another are essentially directed toward the principal, and the agent is not liable for this reason. Furthermore, if a legal act is performed by a person lacking representation or a person who has exceeded the scope of their representation, the aforementioned legal act lacks legal effect. The question is whether, if an agent does not declare their capacity regarding the issuance of a commercial instrument, or if they do not have such capacity contrary to their claim of representation, or if they have exceeded the limits of their authority, can such a person be held liable for the obligations arising from the issuance of the instrument despite the aforementioned general rules. Given the specific status of representation in commercial companies, these questions become more significant regarding the aforementioned companies. This essay aims to provide a worthy answer to these issues within the Iranian legal system, taking into account the requirements of commercial instruments and the specific regulations of the Commercial Law.
خلاصه ماشینی:
Paragraph one of Article 2-4-2 of the UNCITRAL Model Law on International Commercial Contracts also does not consider undisclosed agency valid against a third party and considers the agent personally liable for performing the obligations (UNCITRAL, 2010, p.
Now the question is whether, despite the aforementioned general rules, if an agent does not disclose their position regarding the issuance of a commercial instrument, or if they do not hold a position contrary to the claim of agency, or if they have exceeded the scope of their authority, such a person can be held liable for the obligations arising from the issuance of the instrument.
Now the question is whether if the board of directors or the managing director are elected without observing the legal conditions and formalities, and before the annulment of their election or their dismissal, the aforementioned persons proceed to issue a commercial instrument on behalf of the company, does liability arise for the company?
Despite the seriousness of the aforementioned differences of opinion, which necessitate the intervention of the legislator to determine a clear obligation, considering the spirit governing the Legal Amendment Bill to part of the Commercial Code, which aims to protect third parties, it appears that if the managers of a joint-stock company, whether the board of directors or the managing director, proceed to issue a commercial instrument in the name and on behalf of the company by exceeding the limits of their authority, the company shall be liable.
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