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I have agreed to make something for a client. We have just been communicating by email and are now ready to sign a contract. The client has informed me he will be sending someone (who is not himself) to sign the contract. What clause should I include in the contract to make it clear that the person signing may not nescecarily be the one who the contract is with but are authorized on their behalf? The client is an individual, not a business, and this is an independent contractor relationship. I think what I’m looking for is Authority To Sign clause, but am not sure because they usually say that the person who is signing works for the client’s business. Since there’s no business involved I’m not sure if Authority To Sign is right. Could it say something like “those signing warrant they are authorized to sign by the those whose name appear in the contract”?

TL;DR example: Fred agrees to build Bob a house. Fred wants Bob to sign a contract and Bob sends his trusted agent Bill to sign on his behalf, even though Bob’s name is on the contract. Is there anything special the contract should have to make it valid in such a situation?

  • I think - but not sure - you could use the same or similar language to the Authority to Sign clause you discussed, but simply replace any reference to business with something along the lines of "Guy2, acting as an agent for Guy1," where Guy1 is the person who sent Guy2 to sign the contract. This is just speculation on my part, therefore putting in comments and not answer. – A.fm. Sep 23 '17 at 18:52
  • It's basically up to Fred to decide whether he trusts Bob's agency relationship with Bill, which becomes important when Bill fails to perform and repudiates any obligation. – Upnorth Sep 25 '17 at 16:16
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The signature block would read:

Bob

By __________________________________

James Bond, authorized agent

In a transaction involving real estate, the agent, James Bond, would also generally need to have a written power of attorney signed and notarized by Bob that proves that James Bond is indeed the authorized agent of Bob.

But, outside of real estate and a few other special transactions, a power of attorney is not legally required, although the other party, if they don't believe it, might insist upon it and indeed usually would insist upon it if you did not have a legal relationship such as attorney-client or broker-client in which an agency relation is automatic.

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