In civil litigation, it is often encountered that although the contract is stamped with the company's official seal, there is no signature of the legal representative, or even the signature of the manager, is such a contract valid for the company? How will the court generally determine the validity of such a contract?
Under normal circumstances, as long as the official seal is not forged and the content of the contract does not violate the mandatory provisions of laws and administrative regulations, the court can generally determine that the contract is valid. However, this is not absolute, the current situation is often complicated, and the court will often review the following aspects in the process of hearing such cases to determine whether the contract is valid.
First of all, whether the official seal is genuine, if the company has multiple official seals, and then only claims that the official seal of the signed contract is not the company's record official seal, then the court will generally not support this defense;
Secondly, whether the official seal is valid or not, the court will also examine whether the person who seals or signs the seal has the company's rights. If the person who seals or signs the contract does not have the authorization of the company or the legal representative, the court will generally find the contract invalid.
Third, whether there is a problem with the means of obtaining the official seal, that is, how to get the official seal, if the official seal is really signed on the contract The person who signed the contract also enjoys the company's ** right, then in this case, the court will generally determine that the contract is valid. The official seal is not the person who really signs the contract, and does not have the right to sign the contract on behalf of the company, so in this case, the contract must not have legal effect on the company. These two situations are easier to understand and easier to judge.
Clause. Fourth, there are two more situations, if the official seal is not true, but the person who signs the contract has the right to sign the contract, then in this case, in the current judicial practice, the court will generally tend to determine that the contract has legal effect on the company. There is also a situation where the official seal is genuine, but in the contract, the person who signs on behalf of the company does not have the right to sign the contract, and there is a problem with the means of obtaining the official seal. In this case, the court is likely to be inclined to find that the contract is not legally valid against the company.
According to the Civil Judgment of the Supreme People's Court (2021) Zui Gao Fa Min Zhong No. 373, the gist of the adjudication is that in ordinary transactions, the company's official seal has the effect of confirming the expression of intent of the corporate legal person, but it is not the expression of intent of the corporate legal person itself. In contract disputes, whether the company's official seal can have relevant confirmation effect on the company should be mainly combined with the custody and use of the official seal, the formation process of the relevant contract, and the composition and signature of the company's relevant personnel, etc., to examine whether the act of sealing is indeed the true intention of the company. Therefore, if a contract with only an official seal and no signature by the company's legal representative is valid, the court will comprehensively examine whether the seal is an expression of the company's true intentions, and in some cases the contract may be found to be invalid.