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Abstract

The mass of problems arising from the acts of company manager’s together with the lack of sufficient rules that govern the subject reflect the importance of our discussion. Modern trends tend to enlarge the company's liability in the field of both contractual and noncontractual sphere. Regarding contractual liability, it is now well established that a company is bound by the acts performed by its manager as long as the following conditions are fulfilled: (a) The manager acts in the name of the company. (b) The manager acts with in the object of the company. (c) The other party to the contract acts i n good faith. What is more important is that even the above-mentioned limits witnessed a great development; Nowadays a company is bound by the acts of its manager per­ formed in its name even if he uses the company's signature for his own interest. Article 9 of the European Economic Community law states that "acts done by the organs of the com pan y shall be binding upon it even if these acts are not within the object of the company”. Article 108 of the English Company law (1989) states that "a party to a transaction so decided on is not bound to enquire as to the capacity-ty of the company to enter into i t, or as to any such limitation on the powers of the directors, and he is presumed to have acted in good faith unless the contrary is proved". Article 35 of the same law decides that a person shall not be regarded as acting in bad faith by reason only of his knowing that an act is beyond the powers of the directors under the company's constitution. Regarding non-contractual liability it is well known that it may take the form of civil or criminal responsibility. A company is responsible to indemnify any damage caused by the acts of its manager. In the field of criminal responsibility ty the point of view of binding the company for acts of its managers prevailed. The Organic Theory in England made it clear that the manager is the very ego and centre of the company; he is somebody for whom the company is liable because his action is the very action of the company itself. Modern English judgments go further to declare that men’s rea required for manslaughter can be established against a company; a step which paved the way for establishing the charge of felonious homicide against the company itself.

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