Contract signed by the wrong person: when should you involve a lawyer?

1. Check the party and act

Put the exact contracting party first. Trading names, operating companies and holding companies may be used interchangeably in correspondence. Record the legal name and business number from the documents and compare them with the contract. Also identify whether the act is entering, amending or terminating a contract or giving a separate declaration.

Keep the signed document, schedules and version history. Note who sent it and responded. A name under a message, digital signature and signing for another business raise different factual questions. Do not infer authority for this act merely from a title such as director, manager or contact person.

2. Read the register for the correct legal form

KVK explains that extract information differs by legal form. A bv or nv shows directors and signing powers; a sole proprietorship shows the owner and any authorised representative. A representative may have limited or full authority. Relevant information therefore depends on organisation and alleged basis of authority.

Keep the extract with date and time obtained. For an earlier contract, flag that the situation around that earlier date needs investigation. Current records need not explain someone’s position months ago. Ask what historical information or extra documents are needed.

3. Distinguish representation from internal approval

Your business may require internal permission before major purchases. Who can represent it externally is a separate question. Provide both types of arrangements. Examine whether an internal limit affects the other party; absence of internal approval alone is not enough to conclude.

Show who made each rule and where: articles, board resolution, power of attorney or internal instruction only. Say whether the other party received it. A document/date/recipient overview avoids confusing restrictions and helps the lawyer identify the legal question.

4. Obtain the actual power of attorney

KVK describes an authorised representative as someone allowed to act or decide for a principal. Registration is mandatory in some cases and useful in others to make authority visible. Absence from the register therefore does not establish that no authority ever existed.

Ask for the wording, duration and scope relied on. Assess whether this act, value and counterparty fit. Keep amendments and revocation or replacement messages too. Do not accept proof of far broader authority from someone apparently only narrowly authorised without explanation.

5. Record earlier communications and performance

An extract and denial alone do not prepare the dispute carefully. Collect who negotiated for the business, confirmations and previous dealings. Did another person forward the contract, or have work and payment already occurred? Make a factual chronology with original messages.

Then ask whether these circumstances affect the legal position. This page answers no individual questions on created reliance, later confirmation or actual performance. These are reasons to seek advice after agreement. Avoid asserting automatic lapse before those issues are examined.

6. Choose a response before further commitments

Tell the lawyer immediately about performance dates, collection threats and response deadlines. Ask what initial response is needed while authority is investigated. Keep requests for extra signatures or confirmation. Apparently administrative confirmation may carry substantive significance; establish what you are being asked to declare first.

For future clarity, assign authority checks and evidence storage. KVK stresses current registration after business changes. Track officers and powers, but separately assess what later amendments resolve in an existing dispute. Register changes do not settle a disputed earlier contract substantively.

7. Fictional example: a multi-year software contract

Suppose an operations manager signs a multi-year software contract for a bv. After the first invoice, the bv says only two directors together could sign. The supplier shows a director was involved in negotiations. These fictional facts are insufficient to establish validity or liability.

A useful file contains the contract, authority at the relevant date, any powers and full negotiations, plus later performance. A lawyer investigates the resulting questions. The manager not being a director does not replace that assessment; participation in an email does not automatically prove consent to every contract either.

8. Checklist for an authority dispute

Explain whether you wish to perform, dispute or arrange safe signing in advance. Give value and urgency. Request initial assessment of party, authority basis and necessary response, with costs and missing documents agreed. Preparing a future signature differs from disputing earlier performance.

• Legal contracting party and complete contract with schedules.
• Extract dated to its reference point and historical authority information.
• Articles, power, resolutions and separate internal instructions.
• Original negotiations, confirmation and performance correspondence.
• Invoices, payments, specific denial and all approaching deadlines.