359 So. 2d 1045 | La. Ct. App. | 1978
Lead Opinion
A construction contract between a business corporation and a governmental agency contained a stipulation for arbitration of disputes. Neither the corporation’s nor the public agency’s resolution authorizing the contract included express authority to stipulate for arbitration. On this appeal from a judgment ordering the public agency to arbitrate, we hold that the contractual stipulation for arbitration was not authorized by either party to the contract and is therefore unenforceable.
“[T]he power [of attorney] must be express . . . [to] refer a matter to arbi
The trial judge reasoned that apparent authority or ratification (by having arbitrated an earlier dispute) should bind both parties. We disagree. The Civil Code does not permit implied authority to bind to arbitration. Neither pre-contract actions nor a post-contract submission of one dispute constitutes “express” authority to manda-taries to bind either the corporation or the public agency to future arbitration of disputes.
Reversed at plaintiff’s cost.
Rehearing
ON APPLICATION FOR REHEARING
Amicus curiae shares plaintiff’s misapprehension of the facts. No resolution by either plaintiff or defendant authorized signing of this contract, or of any “contract as a whole”, or even of a “contract in the A.I.A. form” (which contains an arbitration clause “as boilerplate”).
A resolution authorizing a corporate officer to sign some specific entire contract, either described in or attached to the resolution, would constitute authorization by the corporation for the delegated signer to bind the corporation to every clause of that contract. But a general authority by resolution to “sign contracts” or the like does not constitute the necessary special authority to the signer to bind the corporation to arbitrate. Much less does a resolution (like defendant’s here) which specifies many provisions to be contained in the contract but is silent on arbitration.
Rehearing is refused.
