Brief English Introduction
The note is useful because it resists a shortcut: merely proving that a signatory is a legal representative or actual controller does not prove the company is a party. The surrounding facts, including whether the company seal was used and whether the company ratified the contract, remain crucial.
Use It For
Use it to complicate the default attribution rule and to teach evidence of corporate intent.
Teaching Notes
Ask students why a natural-person signature may be insufficient even when the signer is the company’s most powerful individual.