Signature Authority

Individuals must think about authority to bind a party by signing on its behalf (“signature authority”) from several perspectives:

• is the other party bound to the agreement;
• is the person signing for the library authorized to bind the library; and
• what may it mean for an individual personally and his or her institution if he or she is not properly authorized?

Those who sign agreements should know whether and to what extent they are authorized to bind their institutions. If the person who signs is not properly authorized and a problem develops, the institution may wish to argue that it is not bound by the agreement. If the court will not enforce an agreement signed by someone without signature authority, the licensor may try to enforce the agreement against the individual who signed it to get some relief from the problem. The licensor may or may not be successful, but why invite it? Those who sign must be sure they are authorized to bind their institutions to contracts of the type they routinely sign. At the same time, they should protect their institutions from a licensor’s use of this defense by requiring a warranty of signature authority from the licensor.

1. IN WITNESS WHEREOF, the parties have executed this Agreement by their respective, duly authorized representatives as of the date first above written.

2. The parties warrant that the individuals who sign below are authorized to bind them.

Last updated: October 3, 2011