| Legal person is an organization that has the capacity for civil right and civilconduct, its foreign activities implemented by representional agencies andrepresentatives. When the legal representative ultra vires, the provision abouteffectiveness of the ultra vires presents the same trend in many countries, that is, fromineffective to effective change. In China, the article fifty of contract law conform withthis trend, the provision about ultra vires is valid unless the legal person have theproof to overturn. The theoretical basis of article fifty is the right appearance theorythat applied in the representation field, characteristics of representation and thedistinction theory about legal person make legal representative have the legal rightappearance. Meanwhile, representative and agent have some in common, when thirdperson know or should know the legal representative ultra vires, the effect of ultravires should apply to provision of unauthorized agency, pending validity. In addition,the subjective state of third person directly determines the effectiveness of ultra vires,judgment standard about ultra vires effectiveness is whether restricted regulations oflaw、 constitution and internal rules on representative rights have the legaleffectiveness against third person. Because the matters specified by law areunconventional, it related to interest of legal person, thus having effectiveness againstthird person, constitution and internal rules has no effectiveness against the thirdperson. Finally, the legal entity of article fifty shall be only limited to the legalrepresentative, does not contain other persons who have the position in the legalperson; ultra vires also contains beyond the scope of business scope. |
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