5/11/2011 Actual authority The common law of agency Eg:Board delegating authority to someone else to enter into contract(i.e.,manager) Express actual authority(through written or spoken words) Implied actual authority(through indirect conduct) Relationship is between company and agent Hely-Hutchison V Brayhead Ltd [1968]QB 549 Richards was chairman of Brayhead Ltd Brayhead Ltd was major s/er in Perdio Electronics Ltd Brayhead guarantee funds Perdia Vis -Viscount Suirdale(pl) ·Other facts: Richards was never appointed as MD. Board knew that Richards was acting in the position of MD and acquiesced in that conduct. Brayhead Ltd argued that the letters of indemnity and guarantee are not binding on the co because Richards has not authority, actual or ostensible Was Brayhead Ltd bound? 35/11/2011 3 5 Actual authority • The common law of agency • Eg: Board delegating authority to someone else to enter into contract (i.e., manager) • Express actual authority (through written or spoken words) • Implied actual authority (through indirect conduct) • Relationship is between company and agent 6 Hely-Hutchison V Brayhead Ltd [1968] QB 549 • Richards was chairman of Brayhead Ltd • Brayhead Ltd was major s/er in Perdio Electronics Ltd Brayhead guarantee funds Perdia Vis Viscount Suirdale (pl) • Other facts:  Richards was never appointed as MD.  Board knew that Richards was acting in the position of MD and acquiesced in that conduct. • Brayhead Ltd argued that the letters of indemnity and guarantee are not binding on the co because Richards has not authority, actual or ostensible • Was Brayhead Ltd bound?