How does &quot;apparent authority&quot; work for a company&#39;s directors? An employee or agent of a company has apparent authority to transact on behalf of the company if his function or standing with the company will lead a reasonable person to believe that the company person has authority to transact, whether or not s/he actually has that authority. For instance, if a company made someone VP of Purchasing, one would reasonably believe that this person can purchase on behalf of the company. More to the point, if a Manager of Purchasing had the authority to purchase up to $1 million, and actually made a purchase of $2 million, in most cases the manager would have "apparent" (though not actual) authority to make the $2 million purchase. If one is a member of the company's Board of Directors, the term "ostensible authority" is used to describe apparent authority. How does this work, and does it differ in any way from "apparent authority." Put another way, what gives (or removes) "ostensible authority" from a board member to deal on behalf of the company.
They are the same thing. We turn then to the subject of apparent or, as it is sometimes called, ostensible authority, essentially the legal wellspring from which, absent actual authority... Greene drew the right to hold Hellman for the acts of Driscoll. GREENE v. HELLMAN 51 N.Y.2d 197 (1980) apparent authority is dependent on verbal or other acts by a principal which reasonably give an appearance of authority to conduct the transaction
This is a well established model in the UK. One route is the umbrella company. Y here would be the umbrella company. A would then either be providing services to Y or be employed by Y. You may be wondering what use it is if A is employed by Y. The answer here is that whilst A may not benefit from the tax treatment, X does not bear the burden of running PAYE etc. Further, because of regulations such as IR35, it may be that there is a doubt as to whether employment tax apply even if there is a contract for service. Essentially disguised employment means taxes are levied on the employer as if an employment existed; however, in this situation X has the comfort that if this arises they will (normally) fall on Y rather than X. Another route is the service company, where normally A himself will own it (or it is owned between A and A's spouse), take a combination of salary and dividends out (using two allowances if owned between spouses), and he will bill X or Y; companies exist which will perform all the necessary paperwork to do this (in which case Y is called a managed service company), as opposed to a personal service company (if A sets it up himself). It's not clear where you are based, but if you are based outside the UK (and possibly if you are inside the UK) there are accountancy companies that specialise in setting all this up.
The statement "you don't need to put it in writing" is not an instruction, and should not be interpreted as on in lieu of other evidence (e.g. the follow-up question "you don't want to get fired, do you?"). It is, at best, a recognition that your concerns have already been noted (and at worst, a ham-handed threat). In the context of an at-will non-union position, it is legal for a boss to directly demand "take it or leave it, no back-talk allowed". The reduction in salary can't go below the statutory minimum, or otherwise circumvent any laws, but assuming that the new salary is per se legal, they can demand that you accept it and not argue. If this were a government position, there is a potential (but not guaranteed) First Amendment issue.
I think the key word here is &quot;assume&quot;. A person, N, who is clearly the next of kin of a recently deceased person D may not assume that s/he is D's sole heir, or indeed is D's heir at all. N must wait until D's will (if any) is known, and an executor or administrator is lawfully appointed. Only the executor may lawfully dispose of D's property, by conveying it to specified beneficiaries, selling it, giving it away, or by any other means. Anyone who does so without the proper executor's authority is probably technically guilty of theft, although in a case like the one in the question, a prosecution would be very unlikely. But N would be liable to any heir H for the value of items properly left to H but disposed of by N. H might not choose to pursue such a claim, but would be legally able to. N should remember that the value, monetary or sentimental, of objects may not be known to N, and may be much greater to H than N is aware of. I suppose that in the case of objects of slight value which must be dealt with promptly, such as perishable food on D's premises, reasonable steps would not be objected to.
Stack Exchange has given moderators certain authorizations or powers, but that does not automatically make them agents. The specific provision in the agreement that they are not agents would make it harder to argue that they are in fact agents in a particular case, but if they are in fact acting as agents they might be held to be agents in some situations. In order to hold SE liable, a plaintiff would need to shoe actual harm by a person acting as a moderator. Such a plaintiff would need to show further that the mod was acting in accord with the delegated authority given to mods, or in ways approved or encouraged by SE. If the action was a breach of the moderator agreement, and in no way approved or encouraged by SE, it might be hard to show that the mod was acting as an agent of SE in that instance. Without specific context, such as how the mod is alleged to have harmed the plaintiff, and how SE encouraged or permitted this, or failed to take reasonable steps to prevent such harm it is hard to give a specific answer, or an assured one. CDA Sec 230 says, among other things, that the operator of a service, such as SE, will not be treated as the speaker or publisher of statements posted by users, and in general will not be liable for such statements. (That is particularly section 230 (c) (1).) But there are many details and without specifics again there is little one can say. CDA section 230 (c) (2) (A) provides that a service provider (such as SE) or a service user shall not be liable for: any action voluntarily taken in good faith to restrict access to or availability of material that the provider or user considers to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, whether or not such material is constitutionally protected; and CDA section 230 (c) (2) (B) provides that a service provider (such as SE) or a service user shall not be liable for: any action taken to enable or make available to information content providers or others the technical means to restrict access to material described in paragraph (1). Given all this, it is hard to see how a post or an edit of a post made in good faith could be a cause of action against anyone, or how a post made in bad-faith could be a cause of action against the service provider unless they knowingly supported or encouraged it. The added hypothetical says: Let's assume a moderator, in good faith, edits the contents of a question, and changes its meaning in a way that reflects badly on the original poster's intent and reputation. Even if well-intentioned, might that action of the moderator, while still associating with new text with the OP author's name, become a defamatory act? Since the complete editing history is always available, one click away from any post, and the user name of the most recent editor is always displayed right under the post, adjacent to the link to the history, it is hard to see how a reasonable person could believe that an edited post was the work of the original poster. Beyond that, to constitute defamation there must be a purported statement of fact that is false, and harm to the reputation of the would-be plaintiff. Normally such a false statement must be &quot;of and concerning&quot; the plaintiff. It is hard to see how A making a statement, and B editing it, could create defamation of A. B could add defamation of some other party C, but then it could be easy to show that this was B's writing, not A's, so A would have no liability, and SE would have no liability for B's actions, as posting defamation is certainly not an approved activity. Moreover, it does not require moderator status to edit someone else's answer. Any user with a certain reputation level (1,000 on Law.SE, the level varies by site) my edit any post. Currently about 160 users have this privilege on law.se, while there are only 2 moderators. On other sites the numbers will often be larger. Since editing another's post is not a moderator privilege, it is hard to see how being a moderator is relevant to doing so improperly. And since CDA sec 230 (c) (2) (A) protects posters for liability for edits or deletions made in good faith, it is even harder to see any liability here.
Washington State is an "At Will" employment state meaning that, with exception to some protected classes and bargaining, the employer may terminate the employee for any reason the employer can cite, or no reason at all. If the firm used it as a benefit of the job but it wasn't agreed upon on the contract, its not a deception as if you can hold the job to the down season, you have less work to do. If a promise was made for employment into the down season during the negotiating of the job, and this was documented, it could be. It could be that he did all the work required of him, but another higher went above and beyond and he got the ax because he was the newest and the lesser performer. Either way, the employer is well within their right to fire an employee for any reason they choose absent discrimination based on protected class status.
Normal ways of owning a house don't allow this In common law jurisdictions (so, be careful if you set this in Louisiana which has mixed civil/common law) the normal ways that residential property is owned would either require the agreement of all parties to sell or one party could sell their share but they could not force the other party to do so. However, there are lots of ways that property can be abnormally owned. First, there is the transitional period where the property is legally owned by the Estate of the deceased for the benefit of the beneficiaries and administered by the executor of the will or the administrator if there is no will. If the house was bequeathed specifically to the beneficiaries then the executor must arrange for the legal transfer. However, if there is no will or the will just bequeaths assets without identifying them then the executor/administrator has discretion on whether to transfer the house or to sell it and distribute the proceeds. If this is shortly after the death and the sister was the administrator, she could decide to sell. The house could be owned by a company. If so, the director(s) would be able to dispose of it. The director(s) are appointed by the shareholders and if the sister had more than 50% of the shares, well. This is not a particularly common way of owning residential property because it has tax disadvantages but it is a common ownership method for industrial or commercial property: many companies own the land where they do business. Perhaps the house is a small part of a large factory complex? The property could be inside a trust with the brother and sister as beneficiaries but the sister as trustee. Trusts can be discretionary (i.e. the trustee decides who gets what) or unit trusts (like having shares in a company - you get it in proportion to your holding). The latter is the way publicly traded property trusts work. While the trustee has to operate in line with the trust deed and for the benefit of all the beneficiaries, the sister may, reasonably or unreasonably, decide that selling the house is in those interests.
Sections 170 and 172 of the Companies Act (2006) cited in the original question, are most relevant. Section 170(3) and (4) provides that the Companies Act (2006) restates the common law and equity case law of the United Kingdom regarding the duties of directors and should be interpreted in that fashion, rather than as effecting a substantive change in the law established by those hundreds of years of cases. This caselaw has repeatedly clarified for hundreds of years that it is the job of the directors to look out for the interests of the shareholders who collectively elect them first, before any other consideration. Section 172(1) states that a "director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard to (among other matters) to . . ." In the Companies Act (2006) the term "members" is the term used to refer to shareholders. (For what it is worth, I think that one of many reasons for the stylistic decision to use the term "members" rather than "shareholders" in the statutory language is probably to insure that the somewhat crass and very quotable phase "maximise shareholder value" doesn't actually appear in the language of the statute.) But, the balance of Section 172(1) qualifies the first part of the sentence set forth above by identifying considerations in addition to the short term benefit of shareholders that may also be considered. (1)(a) notes that the long term as well as the short term may be considered, (1)(b) authorizes directors to also consider the interests of employees of the company, (1)(c) authorizes directors to also consider relations with persons with whom the corporation has contracts, (1)(d) authorizes directors to consider the impact on the community and the environment, (1)(e) authorizes directors to consider the reputation of the company, and (1)(f) authorizes directors to consider what is fair when shareholders have potentially conflicting interests. Section 172(2) states that in a public benefit corporation that has a formally stated purposes other than benefitting shareholders that this purpose rather than benefitting shareholders should control. Section 172(3) alludes to the fact that when a company is insolvent it has a duty to elevate its duties to creditors over the duties of shareholders (i.e. "members"). Section 172(1) is really an embrace of an oxymoron. The first clause succinctly states the theory that directors have a primary duty to act in the interests of the shareholders. The second clause, however, largely adopts a different theory of what a corporation is called the "web of contracts theory" which states that corporations mediate the interests of everyone they do business with, that the shareholders are just one of those groups of constituents, and that directors should look to the interests of the entity as a whole, rather than to the interests of only one specific group of constituents, the shareholders, while deciding what to do. Linguistically, the way that Section 172(1) reconciles these opposing theories of the purpose of a corporation which a director is to carry out is to suggest that the duties of a director to act in the best interests of "its members as a whole" (to whom the directors owe primary allegiance) is not inconsistent with considering the interests of other constituents of the company. Implicitly, this sentence construction is implying that looking out for everyone and making sure that everyone is happy is frequently a good way, in the long term, to advance the interests of "its members as a whole" by making the company more profitable since it has no enemies. Put another way, while 172(1) says that when push comes to shove the interests of the shareholders is the primary duty of the directors to advance, that directors are urged by the statute to seriously consider that business is not a zero sum game and that fair dealing with others is ultimate a good policy for long term profitability of shareholders. The focus on the long term in Section 172(1)(a) is the way that this approach is justified even in the face of a short term decision like whether to increase employee pay or use available funds to pay dividends to shareholders, that pits one against the other. Section 172(1)(a) says that even though paying employees more in the short run may reduce the amount of dividends that can be paid to shareholders, that winning employee loyalty might, for example, increase productivity which increases profits, which increases the long term capacity of the corporation to pay dividends to shareholders, so a short term crimp in dividend payments can still be in the best interests of shareholders in the long term. The second clause of 172(1)(a), however, is strongly undermined by Sections 170(3) and (4), which have historically developed a case law in which, the primacy of a director's duty to shareholders has been made clear, even though the case law does not absolutely and categorically rule out the possibility that other considerations could be in the best interests of the shareholders if one looks at the situation from a broad enough perspective. The "Model articles for private companies limited by shares" says nothing at all about the duties of directors. This document is a document that explains how directors go about accomplishing the duties that all directors of corporations have by operation of law in this particular company, not what the directors are supposed to do. It is a set of rules for running meeting and making decisions, not a set of missions and duties.