Regulation 593/2008 (Rome I) on the law applicable to contractual obligations
a) Attribution rules…
Primary rules (Organs) are directly connected with the law governing internal relations of the corporate structure - lex societatis. Article…
“Organs”’ authority is, again, actual authority which depends on the terms and interpretation…
The same rules apply to the circumstances where Company Law specifies one representative…
General (agency) rules: Among exclusions is also “the question whether an agent is able to bind a principal, or an organ to bind a company or body corporate, or unincorporated, to a third party” (Article 1 (2) (g)). The Guliano-Lagarde Report makes it clear that the exclusion affects only the relationship between the principal and third parties: the question whether the principal is bound vis-à-vis third parties by the acts of the agent in specific cases.…
An issue whether a principal is bound vis-à-vis a third party relates to the relations…
• “Organs” exceeds their actual authority …
• Corporate official (s) having representative authority the same as “organs” according…
• Other functionaries (not organs) included to the Articles of Association …
• Other agents (e.g. employees or members of “organ”), but with special power of…
Thus, if court according to lex fori determines one of these apparent authorities, the law applicable to the power to bind the company will be determined by the lex fori,…
b) Piercing of veil …
Despite of the fact that choice of law by the parties due to Article 3 (1) is a cornerstone…
As it is shown in result of our investigations of veil piercing in different legal…
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