Legal Question in Business Law in Alabama
I have a contract to sign, as a sales rep, with the following clause: “Each Party to this Agreement represents and warrants to the other that it is duly organized
and in good standing under the laws of the state of the organization and had adequate power
and authority to enter into performers obligations under this Agreement.”
I’d be working from home selling virtually across the nation to hospitals and other medical institutions.
What all do I need to do to comply with this clause?
1 Answer from Attorneys
This clause was written for organizations, not individuals. It even refers to "the laws of the state of the organization," not the state of residence. The concepts of due organization and good standing don't apply to individuals. If you're entering into the contract as an individual, then you may want to point this out to the other party or parties, since including the clause could have been an oversight or an editing mistake. If you're signing on behalf of a business entity -- even one that no one else is part of -- then how to meet these requirements will depend upon the form of that business (corporation, limited liability company, partnership, etc.).
Note, though, that it is possible for an individual to lack "adequate power and authority" to make a contract even on his own behalf. That would be true if, say, you have a court-appointed guardian or conservator. Some criminal convictions and/or sentences forbid the defendant to make certain types of business deals. Civil judgments or settlements can also limit the party's authority to do so.
You might also lack such authority if you're a minor, but I'm a California attorney and I don't know what Alabama law says about this. The general rule is that a contract involving a minor can be enforced by the minor but not against her. In that scenario, minors have the necessary authority to enter at least some types of contract. But Alabama might not follow the general rule, or it might impose age limits or other restrictions.
Bear in mind that I don't know what else the contract says. It could include language which defines "adequate power" and/or "authority" in ways which apply to you. That seems unlikely, but it's plausible.
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