A-3090, JULY 10, 1924, 4 COMP. GEN. 38

A-3090: Jul 10, 1924

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IN CONTRACTS INVOLVING LESS THAN $500 THE AUTHORITY OF THE SIGNING OFFICER OF THE CORPORATION TO CONTRACT MAY BE ESTABLISHED BY THE CERTIFICATE OF THE CONTRACTING OFFICER REPRESENTING THE GOVERNMENT TO THE EFFECT THAT SUCH OFFICERS ARE THE SAME OFFICERS WHO ARE AUTHORIZED TO AND DO SIGN SIMILAR CONTRACTS ON BEHALF OF THE CORPORATION WITHI THE PUBLIC GENERALLY. IT BEING ASSUMED THAT SUCH EVIDENCE WAS CONTAINED IN THE GENERAL SUPPLY COMMITTEE CONTRACT. AS FOLLOWS: REFERENCE IS MADE TO * * * LETTERS * * * ADDRESSED TO ME * * * ALL OF WHICH REQUEST ME TO FURNISH DOCUMENTARY EVIDENCE UNDER SEAL SHOWING THE AUTHORITY OF CONTRACTING OFFICERS OR AGENTS TO EXECUTE CERTAIN SPECIFIC INSTRUMENTS (LEASES) LISTED.

A-3090, JULY 10, 1924, 4 COMP. GEN. 38

CONTRACTS - AGRICULTURAL DEPARTMENT - AUTHORITY TO SIGN FORMAL WRITTEN CONTRACTS INVOLVING AMOUNTS IN EXCESS OF $500 BETWEEN THE DEPARTMENT OF AGRICULTURE AND CORPORATIONS SHOULD BE ACCOMPANIED BY A FORMAL SHOWING UNDER THE CORPORATE SEAL OF THE AUTHORITY OF THE SIGNING OFFICER TO CONTRACT; IN CONTRACTS INVOLVING LESS THAN $500 THE AUTHORITY OF THE SIGNING OFFICER OF THE CORPORATION TO CONTRACT MAY BE ESTABLISHED BY THE CERTIFICATE OF THE CONTRACTING OFFICER REPRESENTING THE GOVERNMENT TO THE EFFECT THAT SUCH OFFICERS ARE THE SAME OFFICERS WHO ARE AUTHORIZED TO AND DO SIGN SIMILAR CONTRACTS ON BEHALF OF THE CORPORATION WITHI THE PUBLIC GENERALLY. (MODIFIED BY 4 COMP. GEN. 885.) PURCHASES BY THE VARIOUS DEPARTMENTS UNDER GENERAL SUPPLY COMMITTEE CONTRACTS NEED NOT BE ACCOMPANIED BY EVIDENCE OF THE AUTHORITY OF THE SIGNING OFFICER TO CONTRACT, IT BEING ASSUMED THAT SUCH EVIDENCE WAS CONTAINED IN THE GENERAL SUPPLY COMMITTEE CONTRACT.

COMPTROLLER GENERAL MCCARL TO THE SECRETARY OF AGRICULTURE, JULY 10, 1924:

THERE HAS BEEN RECEIVED A LETTER DATED MAY 24, 1924, FROM THE CHIEF CLERK, DEPARTMENT OF AGRICULTURE, AS FOLLOWS:

REFERENCE IS MADE TO * * * LETTERS * * * ADDRESSED TO ME * * * ALL OF WHICH REQUEST ME TO FURNISH DOCUMENTARY EVIDENCE UNDER SEAL SHOWING THE AUTHORITY OF CONTRACTING OFFICERS OR AGENTS TO EXECUTE CERTAIN SPECIFIC INSTRUMENTS (LEASES) LISTED, OR IN LIEU THEREOF, CERTIFICATES FROM THE GOVERNMENT CONTRACTING OFFICERS SHOWING THAT THEY HAVE IN EACH INSTANCE FULLY SATISFIED THEMSELVES AS TO THE AUTHORITY OF THE CORPORATE OFFICERS OR AGENTS TO EXECUTE THE INSTRUMENT. THE STATEMENT IS MADE THAT THE AUTHORITY OF CORPORATE OFFICERS TO SIGN MUST BE AFFIRMATIVELY ESTABLISHED IN EACH INSTANCE.

I HAVE THE HONOR TO REQUEST INFORMATION AS TO WHETHER CONTRACTS WITH CORPORATIONS FOR SUPPLIES AND SERVICES ON THE BASIS OF INFORMAL PROPOSALS MUST IN EACH INSTANCE BE SUPPORTED BY (1) EVIDENCE UNDER SEAL OF THE AUTHORITY OF THE CORPORATE OFFICERS TO SIGN, OR (2) BY A CERTIFICATE FROM THE GOVERNMENT CONTRACTING OFFICER TO THE EFFECT THAT HE HAS SATISFIED HIMSELF OF SUCH AUTHORITY. * *

IN THE DEPARTMENT OF AGRICULTURE PURCHASES IN AMOUNTS OVER $50.00 ARE MADE EITHER ON GENERAL SUPPLY COMMITTEE CONTRACT OR UPON INFORMAL PROPOSALS. THESE PROPOSALS ARE IN WRITING AND IN MANY INSTANCES ARE FROM CORPORATIONS. A PROPOSAL ACCEPTED BY THE DEPARTMENT BECOMES A CONTRACT. IN THE COURSE OF A YEAR SCORES OF PROPOSALS ARE RECEIVED FROM CORPORATIONS. DELIVERY OF THE GOODS OR COMPLETION OF THE WORK PROVIDED FOR IN THESE PROPOSALS IS USUALLY ACCOMPLISHED WITHIN A SHORT TIME. IN AN EXPERIENCE OF TEN YEARS IN HANDLING SUCH PROPOSALS THIS DEPARTMENT HAS NEVER KNOWN A CASE WHERE THE CORPORATIONS HAVE ADVANCED, AS A REASON FOR NOT EXECUTING THEIR CONTRACT, THE ALLEGED FACT THAT THE OFFICER SIGNING THE PROPOSAL WAS NOT AUTHORIZED TO DO SO.

THE SUBMISSION IN THIS PARTICULAR INSTANCE WILL BE REGARDED AS COMING FROM YOU AND WILL BE ANSWERED ACCORDINGLY.

GENERALLY, AS TO THE FORM OF LEASES, ETC., SEE CIRCULAR NO. 109, ISSUED JUNE 1, 1923, BY THE DIRECTOR, BUREAU OF THE BUDGET,"BY DIRECTION OF THE PRESIDENT.'

AS TO THE AUTHORITY OF CORPORATE OFFICERS TO SIGN CONTRACTS WITH THE GOVERNMENT FOR AND ON BEHALF OF THE CORPORATIONS, IT WAS SAID IN 3 COMP. GEN. 436, QUOTING FROM THE SYLLABUS, THAT:

THE AUTHORITY OF OFFICERS OF CORPORATIONS GENERALLY TO SIGN CONTRACTS WITH THE GOVERNMENT ON BEHALF OF THE CORPORATION MUST BE AFFIRMATIVELY ESTABLISHED IN EACH INSTANCE, USUALLY BY FILING WITH THE CONTRACT EXTRACTS FROM THE ARTICLES OF INCORPORATION, BY-LAWS, OR MINUTES OF THE BOARD OF DIRECTORS, DULY CERTIFIED BY THE CUSTODIAN OF SUCH RECORDS UNDER CORPORATE SEAL.

THE AUTHORITY OF OFFICERS OF PUBLIC-SERVICE CORPORATION, SUCH AS TELEGRAPH AND TELEPHONE COMPANIES, TO SIGN CONTRACTS ON BEHALF OF THE CORPORATION MAY BE ESTABLISHED BY A CERTIFICATE BY THE CONTRACTING OFFICER REPRESENTING THE GOVERNMENT TO THE EFFECT THAT SUCH OFFICERS ARE THE SAME OFFICERS WHO ARE AUTHORIZED TO AND DO SIGN REGULAR SERVICE CONTRACTS ON BEHALF OF THE CORPORATION WITH THE PUBLIC GENERALLY; WHEN SO CERTIFIED THE ABSENCE OF THE SEAL OF THE CORPORATION WILL NOT BE OBJECTED TO.

IN 3 COMP. GEN. 467, QUOTING FROM THE SYLLABUS, IT WAS SAID:

THE AUTHORITY OF OFFICERS OF CORPORATIONS TO SIGN CONTRACTS WITH THE GOVERNMENT ON BEHALF OF THE CORPORATION, IN ALL CASES WHERE THE AMOUNT IS LESS THAN $500, MAY BE ESTABLISHED BY A CERTIFICATE BY THE CONTRACTING OFFICER REPRESENTING THE GOVERNMENT TO THE EFFECT THAT SUCH OFFICERS ARE THE SAME OFFICERS WHO ARE AUTHORIZED TO AND DO SIGN SIMILAR CONTRACTS ON BEHALF OF THE CORPORATION WITH THE PUBLIC GENERALLY.

THE DECISIONS OF THIS OFFICE, CITED, STATE THE GENERAL RULE TO BE FOLLOWED--- THAT FORMAL WRITTEN CONTRACTS INVOLVING IN EXCESS OF $500 SHOULD BE ACCOMPANIED BY A FORMAL SHOWING UNDER CORPORATE SEAL OF THE AUTHORITY OF THE SIGNING OFFICERS TO CONTRACT; LESS FORMAL CONTRACTS OF THE DEPARTMENT OF AGRICULTURE--- WHICH HERE MAY BE CLASSED AS THOSE INVOLVING EXPENDITURES NOT IN EXCESS OF $500 SUCH AS USUALLY ARE MADE BY SIMPLE PROPOSAL AND ACCEPTANCE--- SHOULD SHOW THE AUTHORITY TO CONTRACT BY CERTIFICATE OF THE CONTRACTING OFFICER, UNLESS THE BIDDER SETS FORTH SUCH AUTHORITY IN THE PROPOSAL. THE REQUIREMENT OF A MORE FORMAL SHOWING OF AUTHORITY TO CONTRACT IN THOSE MINOR MATTERS, TO WIT, INVOLVING AMOUNTS UNDER $500, MAY BE CONSIDERED AS WAIVED. IT MAY BE ASSUMED THAT THE GENERAL SUPPLY COMMITTEE CONTRACTS CONTAIN A SHOWING OF THE AUTHORITY TO CONTRACT, AND PURCHASES BY THE RESPECTIVE DEPARTMENTS, ETC., THEREUNDER REQUIRE NO FURTHER SHOWING OF SUCH AUTHORITY.

THERE WOULD APPEAR TO BE NO ROOM FOR DOUBT THAT THE INTERESTS OF THE UNITED STATES REQUIRE THE AUTHORITY OF OFFICERS AND CORPORATIONS TO BIND SUCH CORPORATIONS TO GOVERNMENT CONTRACTS SHOULD ,BE AFFIRMATIVELY ESTABLISHED IN EACH INSTANCE," EITHER BY FURNISHING THE CERTIFICATE MENTIONED OR BY ATTACHING TO THE AGREEMENT OR CONTRACT THE WRITTEN EVIDENCE OF AUTHORITY TO BIND THE CORPORATION.

WITH RESPECT TO CONTRACTS HERETOFORE FILED, EXCEPT AS TO THOSE CASES IN WHICH THE INFORMATION MAY BE HEREAFTER SPECIFICALLY REQUESTED, NO FURTHER QUESTION NEED BE RAISED AS TO THE AUTHORITY OF THE SIGNING OFFICERS TO BIND THEIR RESPECTIVE CORPORATIONS.