Legal Question in Business Law in California

Re: corporation stockholders rights

Interesting question and answer may come down to legal research, which we have not done. But in terms of general information:

1. A business agent generally has authority to bind the business not only if have actual or implied authority, but also if apparent authority (wide interpretation). Public policy is to protect the unknowing third party (here the contract party)because the business is in the best position to "police" the acts of its agents (here the majority owner) to prevent the harm

2. Defense is nature and extent of authority. Secretaries cannot not sign $1,000,00 contract. Question here is whether majority owner alone has authority to bind (extreme case: GM major owner could not do business is GM name unless also officer or director or contract agent. So, arguably same here. Except FOR SMALLER BUSINESS fact of ownership alone - IF KNOWN BY CONTRACT PARTY is probably apparent authority if known to be owner then will have to challenge "nature and extent" - e.g. not work in the business (if not), no authority by contract or position, etc.. Arguments are leverage. We can handle for you if want to go further. Good luck.

Re: corporation stockholders rights

Youre asking the wrong question. Contact me if you want a consultation.

Best,

Daniel Bakondi, Esq.

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