Summary

Serious legal problems concerning representation arise if a representative exceeds the powers conferred on him or her or if a person performs a transaction in the name of another without having the right of representation. The author examines individual legal aspects of transactions performed under the right of representation both on the basis of the law in force and the draft General Part of the Civil Code Act currently deliberated by the Riigikogu. As the draft Act is similar to the corresponding provisions of the German law, the author introduces the positions of German legal theorists and those laid down in the German case law for examining the issues dealt with in the article.

By way of introduction, the author briefly explains the concepts of absence and exceeding of representation. Further, the author focuses on the new types of authorisation introduced by the draft General Part of the Civil Code Act but unfamiliar in the current Estonian law and case law. The author examines the positions adopted in the law in force and the draft Act, as well the positions developed in the German theory and case law regarding the validity of a transaction that has been performed within the limits of the right of representation but in breach of the contract entered into with the represented person. The author also analyses the application of the provisions regarding transactions performed without the right of representation on the basis of analogy in the cases where a person wishing to be a party to a transaction acts in the name of another person and where the falsification of signature is involved.

Separately, the author examines different legal effects of unilateral and multilateral transactions performed without the right of representation as set out in the draft General Part of the Civil Code Act, pending invalid transactions and their difference from conditional transactions, and approval of transactions. In the context of approval of transactions, the author deals with the possibilities of effecting it through a representative, and analyses the content and deadlines of approval, and the ways of approval.

In depth, the author examines issues concerning the liability of persons without the right of representation. The author addresses the nature and extent of liability and the circumstances precluding liability.