The agency by estoppel stipulated in the contract law is a kind of "unauthorized agency", and the legislative spirit is to protect the interests of the third party, stipulating that if the third party has reason to believe that the actor has the agency, the agency behavior is effective. What is "there is reason to believe"? Here, the trial judge has a certain discretion, which is mainly based on "the judgment that may be made in a specific environment and situation according to the intelligence level of ordinary people".
Article 49 of the Contract Law stipulates the agency by estoppel: "If the actor has no agency, exceeds the agency or concludes a contract in the name of the principal after the agency is terminated, and the counterpart has reason to believe that the actor has the agency, the agency behavior is valid." The above provisions can be simply stated as follows: even if the behavior of non-company personnel is not authorized by the futures company, so that the relative person has reason to mistakenly believe that it is authorized by the futures company, the futures company will bear civil liability. This regulation deepens and broadens the employee responsibilities stipulated in the minutes of Chengdu meeting.
Elements of agency by estoppel:
(1) General requirements
Apparent agency must first meet the superficial requirements of general agency. Namely:
1. The actor has no right to act as an agent to conduct civil activities in the name of the principal;
2. The civil act between the actor and the counterpart is legal and effective. It also includes the following parts:
(1) The parties concerned have corresponding capacity for civil conduct;
(2) the meaning is true;
(3) The content is legal. An invalid civil act itself has no legal effect, no agency effect and no apparent agency.
3. The legal effect of civil activities between the actor and the counterpart shall be borne by the principal.
(2) Special requirements
The establishment of agency by estoppel must also meet the following special requirements:
1, the actor has no agent.
2. Objectively, there must be sufficient reasons for the counterpart to believe that the agent has the power of agency.
3. The other party must be in good faith and have no fault.
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