How many signatures for a person intervening in an act in a dual capacity?

In practice, it often happens that a person intervenes in a contract in several positions. It may indeed be that the same person intervenes on his own behalf and on behalf of another person (company, association, other natural person, etc.). The question then is whether the person must sign one or several times. This decision of the Court of Cassation provides a clear answer to this question.

Court of Cassation, Commercial Chamber, 9 May 2018 (Appeal No. 16-28157).

A person, Mr A., had concluded a contract in the name of a company of which he was a partner but also in his personal name. This contract was for the maintenance of a golf course.

The Company did not settle the due dates provided for in the contract and was subsequently placed in receivership.

Mr A had undertaken to pay the amounts due personally by means of 5 cheques. The cheques were revoked and could not finally be cashed.

The Maintenance Company had personally sued Mr. A to recover the amount of the unpaid invoices.

The creditor’s claim was rejected by the Court of Appeal of AIX-EN-PROVENCE. The Court of Appeal considered that the contract had been signed only once by Mr. A on behalf of the Company but that he had not signed the agreement in his personal name.

For the Court of Appeal, when the signing party to a contract acts in a dual capacity, it is necessary for him to sign the act twice.

The creditor appealed against this decision.

The question asked was whether a person should sign the contract twice when he undertakes engagements in this contract both personally and for a third party (company,…)

On May 9, the Court of Cassation ruled that « the dual capacity in which the signing party of an agreement acts, on the one hand in a personal capacity and, on the other hand, as the representative of a third party, does not impose the need for a double signature as a condition for the validity of this act ».

For the Court of Cassation, a single signature is sufficient when a person signs an act or a contract with dual status. Mr A was therefore validly engaged even if he had only signed the contract once.

This solution had already been adopted in 2010 by the Court of Cassation concerning a notarial deed. (C. Cass. Com. 21 September 2010, Fn° 09-15.773). For private acts, there the solution was more uncertain.

The Court of Cassation clearly stated in this ruling of May 9 that the agreement with a signatory in dual capacity is valid even if it has only been signed once.

However, this solution cannot be extended to all situations. Some documents may require a double signature for validity. Certain engagements must comply with a particular formalism (for example, certain guarantees). Such engagements might only be considered valid if the person signs the act twice.

 

By Olivier VIBERT,

Attorney, Paris,

IFL-Avocats

 

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