June 2020
The grant of implied authority of agency still requires certain connections between the act of the expresser or other indirect facts and the matters for which the authority of agency is granted (Taiwan)
Jhen-Yi Chen
The Supreme Court rendered the 107-Tai-Shang-2411 Decision of November 28, 2019 (hereinafter, the "Decision"), holding that the grant of implied authority of agency still requires certain connections between the act of the expresser or other indirect facts and the matters for which the authority of agency is granted.
According to the facts underlying this Decision, the Appellee asserted that he had successively issued purchase orders to the Appellant to order computer printed circuit boards (hereinafter, the "PCBs at Issue") during January through July 2012. After the Appellee had delivered all of the goods, the Appellee still failed to make full payment for the goods. Therefore, based on the legal relationship of a sale, a court decision was sought to compel the Appellee to make the outstanding goods payment. The Appellee contended that since he had engaged in the transaction with Company A, not a party to this litigation, and the Appellant was merely a user designated to receive the goods payment by Company A and not a party to the sales contract on the PCBs at Issue, the Appellant had no right to seek goods payment from the Appellee.
According to the Decision, the gist of Article 167 of the Civil Code shows that the authority of agency should be granted to the agent or to a third party acting as an agent via an expression of the intent. Although such expression of intent is not limited to an explicit expression, an implicit grant of agency still requires certain connections between the circumstantial facts such as the act of the expresser or other matters and the grant of the authority of agency.
It was further indicated in this Decision that Company A, not a party to the litigation, was the Appellant's supplier of the PCBs at issue, and B was a director of Company A. Since the Appellee disputed that the PCBs at Issue were defective, B attended a meeting with the Appellee on August 15, 2012, and provided a mother board labeled with "OO" on the 20th of the same month to conduct a cross-section analysis at Company C, not a party to this litigation, in conjunction with the Appellee's personnel. This calls into question whether the Appellant granted B with the authority of agency to deal with the disputes over the defective PCBs at Issue or indicated such grant of authority to the Appellee, or whether there is any act engaged by the Appellant or any matter sufficient to conclude that B was granted with an authority of agency to deal with the above matters. Since the above issues pertain to whether the above act was conducted by B as an agent of the Appellant and thus should be binding to the Appellant, such issues should certainly be clarified. The original trial court was questionable for its failure to conduct a prudent investigation before electing to conclude that B was the Appellant's agent. Therefore, the appeal arguments criticizing the original decision for violation of laws and regulations and requesting its reversal are not groundless.
The Supreme Court rendered the 107-Tai-Shang-2411 Decision of November 28, 2019 (hereinafter, the "Decision"), holding that the grant of implied authority of agency still requires certain connections between the act of the expresser or other indirect facts and the matters for which the authority of agency is granted.
According to the facts underlying this Decision, the Appellee asserted that he had successively issued purchase orders to the Appellant to order computer printed circuit boards (hereinafter, the "PCBs at Issue") during January through July 2012. After the Appellee had delivered all of the goods, the Appellee still failed to make full payment for the goods. Therefore, based on the legal relationship of a sale, a court decision was sought to compel the Appellee to make the outstanding goods payment. The Appellee contended that since he had engaged in the transaction with Company A, not a party to this litigation, and the Appellant was merely a user designated to receive the goods payment by Company A and not a party to the sales contract on the PCBs at Issue, the Appellant had no right to seek goods payment from the Appellee.
According to the Decision, the gist of Article 167 of the Civil Code shows that the authority of agency should be granted to the agent or to a third party acting as an agent via an expression of the intent. Although such expression of intent is not limited to an explicit expression, an implicit grant of agency still requires certain connections between the circumstantial facts such as the act of the expresser or other matters and the grant of the authority of agency.
It was further indicated in this Decision that Company A, not a party to the litigation, was the Appellant's supplier of the PCBs at issue, and B was a director of Company A. Since the Appellee disputed that the PCBs at Issue were defective, B attended a meeting with the Appellee on August 15, 2012, and provided a mother board labeled with "OO" on the 20th of the same month to conduct a cross-section analysis at Company C, not a party to this litigation, in conjunction with the Appellee's personnel. This calls into question whether the Appellant granted B with the authority of agency to deal with the disputes over the defective PCBs at Issue or indicated such grant of authority to the Appellee, or whether there is any act engaged by the Appellant or any matter sufficient to conclude that B was granted with an authority of agency to deal with the above matters. Since the above issues pertain to whether the above act was conducted by B as an agent of the Appellant and thus should be binding to the Appellant, such issues should certainly be clarified. The original trial court was questionable for its failure to conduct a prudent investigation before electing to conclude that B was the Appellant's agent. Therefore, the appeal arguments criticizing the original decision for violation of laws and regulations and requesting its reversal are not groundless.
