If a governing document says that "A and B" have the power to act on behalf of Company X, does that mean that both A AND B have to sign e.g. a contract to bind the company? Or does it mean that that either A OR B can bind the company?

Put another way, is their power a "joint" power or an "individual" power?

1 Answer 1


It could mean either, given the wording "Jones and Smith have the power to act on behalf of Omnicorp". You would have to derive the "joint agreement" conclusion from other parts of the contract. In general, "and means or, and vice versa, as required", and especially as required by other word in the contract ("they" vs. "he", "jointly" etc.). In other words you have to look at the whole document.

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