| 英文摘要
| The theoretical basis for apparent authority in the English Law is the estoppel doctrine, which is in contrast with the objective theory of contracts adopted by the American Law Institute. However, the U.S. courts choose to follow the estoppel doctrine. In the common law, we resolve the problem of the limitation of authority under the rule of apparent authority, however, that is not so clear in Taiwanese civil law. In Taiwanese civil law, the representative is not equal to the agent of the company. But, from the aspect of contracting with third parties for the benefits of the principal, it is difficult to see any difference between them. Most problems of apparent authority appear in the commercial organizations. Although the common law develops the indoor management rule to mitigate the constructive notice rule, and even though there exists s. 40 (2) (b) of the Companies Act 2006, the third party who knows or should know the act of the agent is beyond his authority cannot rely on apparent authority. Only if the appearance of authority is imputable to the principal, will the legal effects of the act done by the agent be attributed to him. The principal’s acquiescence could be a manifestation of assent to establish apparent authority, while when the board of directors acquiesce the unauthorized act of an agent, or that of the de-facto manager, the implied actual authority might probably apply. |
