Also known as: lacking authority · unauthorized · ultra vires
Written by attorneys · grounded in primary & secondary sources — see below
Conduct by an agent or representative that exceeds the scope of permission granted by the principal or by law. The absence of permission renders the act ineffective against third parties who lack notice or renders the actor subject to liability or injunction.
Winona Walsh, a corporate associate, forwards a client memo containing sensitive merger details to her personal account to finish work at home. The email is intercepted by a hacker who exploits the unsecured server. The client later sues the firm for the resulting market losses.
William Williams hosts a gathering inside an apparently abandoned rowhouse filled with drug paraphernalia and stripped furnishings. Officers arrive, observe the condition of the premises and the occupants' behavior, and arrest the attendees for unlawful entry.
Select any source to read its text and confirm it supports the definition.
Wanda Weaver, a partner in Walker Valley Produce, signs a deed conveying partnership farmland titled in the partnership name to a buyer who pays fair market value and has no notice of any internal restriction. The remaining partners later seek to recover the land from the buyer.
Walter Washington, a minority shareholder in Westbrook Dynamics, learns that the board has approved an acquisition outside the corporation's stated purposes. He files suit seeking to enjoin the transaction and recover damages the corporation suffered from the unauthorized step.
Willow West receives a promissory note from Wyatt Wilson that originally promised payment of $10,000. Wilson later adds the words "plus interest at 12 percent" without West's consent. West refuses payment on the altered terms.
Watershed Pharmaceuticals publishes a promotional booklet recounting the medical struggles of patient Winona Walsh without her consent. Walsh sues for damages arising from the commercial exploitation of her identity.
A subsequent purchaser who gives value and lacks notice that the signing partner lacked authority takes free of the partnership's claim. The partnership may recover only by proving both the initial lack of authority and the later purchaser's notice of that defect.
Supporting sources
Yes. A lawyer must make reasonable efforts to prevent unauthorized disclosure of client information. Failure to do so exposes the lawyer to discipline and the client to potential harm even if the disclosure was inadvertent.
Supporting sources
Shareholders may seek to enjoin or set aside the act if equitable and if all affected persons are parties. The court may also award damages for actual losses suffered by the corporation or other parties because of the injunction.
Supporting sources
An unauthorized change that modifies a party's obligation discharges that party unless the party assents or is precluded. A payor bank or holder in due course may still enforce the instrument according to its original terms.
Supporting sources
Unauthorized commercial use of an individual's name or life story for the defendant's benefit gives rise to liability for misappropriation even without defamation when the use unjustly exploits the plaintiff's identity.
Supporting sources