The Stamp-less Saga of Steve’s Beijing Business Boo-boo

In a tale as old as time, or at least as old as corporate trips, Steve – the poster boy of his firm and a legal representative to boot – jetted off to Beijing. His mission? To ink a deal with an ad agency. It turns out, Steve’s charm was more potent than his negotiation skills, and the ad agency’s owner was utterly smitten by his dashing looks.

But behold, in the thick of this corporate romance, Steve managed to pull a Houdini on the one thing he absolutely needed – the company stamp. So, love-struck and stamp-less, he ad-libbed a contract that tossed the need for the stamp out the window, insisting that a twin set of signatures would seal the deal just fine.

Upon his triumphant return, expecting pats on the back and perhaps a parade, Steve strutted into the company HQ only to find his boss far from amused. The plot thickens! The boss’s daughter, too, had been caught in Steve’s gravitational pull of handsomeness, and in a classic case of “Don’t date my daughter,” Steve was given the boot with immediate effect.

The boss, fueled by a cocktail of paternal protectiveness and a pinch of spite, tried to undo Steve’s handiwork with the ad folks. “Listen here,” he barked into the receiver, “Steve went rogue, signed solo, and forgot our precious stamp. You want payment? Go find the Adonis you fell for, because we’re not coughing up a single dime!”

Now, the burning question remains: Can the deal be nixed due to the absence of that all-important stamp? In the dance of corporate formalities, does the stamp lead, or can a signature waltz in to save the day?

 

Law In A Minute

The answer, in this instance, is a resounding no. Firstly, at the time of signing, Steve held the mantle of legal representative for his company, which means he was acting in the company’s stead, not in a personal capacity. Consequently, it is the company that is liable for the advertising fees, not Steve himself.

Furthermore, the essence of the deal was to promote Steve’s then-employer, which squarely falls within the ambit of his authoritative role. This means that the contract, in legal terms, is both valid and enforceable.

Lastly, the contract’s revised terms clearly omitted the requirement for the company stamp, effectively elevating the signature to serve as its substitute. As a result, Steve’s erstwhile boss is left with two choices: honor the payment for the advertising services or renege on the contract and face the financial fallout in the form of compensation for losses and damages.

 

Legal Basis

Civil Code

Article 61

In accordance with the provisions of laws or the bylaws of a legal person, the person in charge who conducts civil activities on behalf of the legal person shall be the legal representative of the legal person.

The legal consequences of civil activities conducted by the legal representative in the name of the legal person shall be assumed by the legal person.

Any restriction on the legal representative’s right of representation imposed by the bylaws or the supreme organ of the legal person shall not be set up against bona fide opposite parties.

 Article 62

Where the legal representative of a legal person causes damage to any other person in the performance of duties, the legal person shall assume civil liability for such damage.

The legal person may, after assuming such civil liability, claim reimbursement from the legal representative at fault in accordance with the laws or its bylaws.