Simon Says: Does the Company Stamp Really Matter?
Published03/15/2017 by Simon Choi
This is the third in a weekly series of legal advice provided in a short and entertaining story format.
This week's areas of Interest: Company, Corporate or Contract Law
This week's keywords: Company Law, Legal Representative, Contract
Does the Company Stamp Really Matter when Signing a Contract?
Watch this introductory video first and/or read the complete story below before seeing what "Simon Says"
As the legal representative of his company, Steve was sent to Beijing to talk some business with an advertising company. They struck a great deal as the owner of the advertising company fell in love with Steve’s good looks.
Steve, unfortunately, apart from being lost in the sea of love, also lost the company stamp in the process. Therefore, the new contract was drafted specifically to exclude the company stamp, and that the signature of both legal representatives were enough.
When Steve returned to the headquarters of his own company, his boss was not impressed. As said earlier, Steve was a handsome guy and the boss’s daughter had also fallen in love with him at the same time. Steve got fired immediately.
The boss then tried to cancel the deal with the advertising company because of bad blood. ‘Steve signed the contract without our agreeing and without the company stamp, so you go find him to pay up instead. We are not paying a penny for your services.’ he yelled into the phone.
So can the deal be cancelled because of no company stamp?
Prof Simon Says:
The answer is no in this case.
Firstly, Steve was the legal representative of the company when he signed the deal, so he signed it on behalf of the company, but not himself. The company, but not Steve, is responsible for the advertising fees.
Moreover, the point of the deal is the advertisement of Steve’s former company, so it is considered within Steve’s authority. Therefore, the contract has a binding power legally.
Lastly, the new terms and conditions excluded the company stamp, and the signature takes the place of the stamp in the contract. Steve’s former boss either has to pay the advertising fees, or break the contract and pay the compensation as loss and damage.
For more about this or to contact Professor Simon Choi at www.acmeardent.com, firstname.lastname@example.org, +86 13823677853 or by WeChat: simonhkchoi.
"This article was originally written in Chinese by Mr Huanyu Li and rewritten into English by Acme Ardent Legal Studio."
About the Author: Professor Simon Choi
Prof Simon Choi, solicitor and linguist, is an international lawyer, qualified to practise law in England & Wales and in Hong Kong, China. Simon graduated from law schools of the Peking University, the University of London and the University of Hong Kong respectively, with an in-depth knowledge of Chinese laws and common laws and with more than 20 years experience in China practice and international trade, investment, finance, merger & acquisition. He is an adjunct professor of laws at the Zhongnan University of Economics and Law. Simon is the founding partner of Acme Ardent and can be reached at email@example.com or +86 13823677853.
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