Legal Question in Business Law in California

Contract question and fidiciary duty

Resubmitting. Does signing a settlement agreement in a labor case which Occured in California how ever did not go to hearing make me a corporate officer?


Asked on 1/26/05, 9:16 pm

2 Answers from Attorneys

Michael Olden Law Offices of Michael A. Olden

Re: Contract question and fidiciary duty

If you're already in a courtroom in Oklahoma it's a little late to ask California attorney with your signature has a specific effect. Especially in Oklahoma court. You need to get it California attorney to deal with the Oklahoma attorney immediately. More importantly what is the document, why was your signature necessary, and what is your part in this whole situation. Most importantly, why did you sign something without getting your own attorneys guidance as to what you're responsibility was I have been practicing law in the San Francisco Bay area for approximately 35 years and expert in the area in the category in which your question is placed. I feel I can help you in this matter and if you wish to consult with me please contact me at 925-945- 6000.

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Answered on 2/06/05, 8:35 pm
Edward Hoffman Law Offices of Edward A. Hoffman

Re: Contract question and fidiciary duty

The reason your question was rejected the first time is that you have not told us what the document you signed *said*. All we know is that you signed it, and that is not enough to determine what effect it had.

Unlike your initial post, this one at least describes the document as a settlement agreement. If the company had you sign the agreement as its representative but the agreement did not say anything about you (other than that you had authority to sign it), then I don't see how your signature could have made you an officer of the company.

The company's instructions, however, did give you at least ostensible authority to sign settlement agreements on its behalf. Someone else who learned what you had done might, depending upon the circumstances, reasonably infer that you were an officer. Your actions toward that person on the company's behalf then might be treated as if they had been made by an officer, but this would probably apply only to the company and not to you personally. In other words, the company might have to honor some of your agreements as if you were an officer but you personally would neither gain the benefits nor shoulder the burdens of actually being an officer.

I say all of this based on the very cursory information you have provided. I might very well have reached a different result if I had known more about the facts.

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Answered on 1/26/05, 10:33 pm


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