Royal British Bank v Turquand
'Royal British Bank v Turquand' (1856) 6 Eamp;B 327, and the eponymous 'Rule in 'Turquands Case' refer to the rule of English law that a third party dealing with a company is entitled to presume that a person held out by the company has the necessary authority to act on behalf of the company.
The common law rule mitigated the perceived harshness of the doctrine of constructive notice with respect to the 'public documents' of a company (including its Memorandum of Association and Articles of Association).
In 'Turquand' the articles provided that the company could borrow on bonds such sums as from time to time authorised by a resolution passed in general meeting. The court held that a third party bondholder 'finding that the authority might be made complete by a resolution ... would have a right to infer the fact of a resolution authorising that which on the face of the document appeared to be legitimately done.'
In fact, the rule was not accepted as being firmly entrenched in law until it was endorsed by the House of Lords in 'Mahoney v East Holyford Mining Co.' (1875) LR 7 HL 869.
In 'Mahoney' Lord Hatherly phrased the law thus:
:'When there are persons conducting the affairs of the company in a manner which appears to be perfectly consonant with the articles of association, those so dealing with them externally are not to be affected by irregularities which may take place in the internal management of the company.
So, in 'Mahoney', where the companys articles provided that cheques should be signed by any two of the three named directors and by the secretary, the fact that the directors who had signed the cheques had never been properly appointed was held to be a matter of internal management, and the third parties who received those cheques were entitled to presume that the directors had been properly appointed, and cash the cheques.
The position in English law is now superseded by section 35A of the Companies Act 1985, but the Rule in 'Turquands Case' is still applied throughout many common law jurisdictions in the Commonwealth.
Turquand rule
According to the 'Turquand rule', each outsider contracting with a company in good faith is entitled to assume that the internal requirements and procedures have been complied with.
The company will consequently be bound by the contract even if the internal requirements and procedures have not been complied with. The exceptions here are: if the outsider was aware of the fact that the internal requirements and procedures have not been complied with (acted in bad faith); or if the circumstances under which the contract was concluded on behalf of the company were suspicious.
However, it is sometimes possible for an outsider to ascertain whether an internal requirement or procedure has been complied with. If it is possible to ascertain this fact from the companys public documents, the doctrine of disclosure and the doctrine of constructive notice will apply and not the Turquand rule. The Turquand rule was formulated to keep an outsiders duty to inquire into the affairs of a company within reasonable bounds, but if the compliance or noncompliance with an internal requirement can be ascertained from the companys public documents, the doctrine of disclosure and the doctrine of constructive notice will apply. If it is an internal requirement that a certain act should be approved by special resolution, the Turquand rule will therefore not apply in relation to that specific act, since a special resolution is registered with Companies House (in the United Kingdom), and is deemed to be public information.
TheAuthoritytoRepresentinTurkishJointStock Companies(orJointStockCompanyLaw)
by OSMAN GAZİ GUuml;Ccedil;LUuml;TUuml;RK*
ABSTRACT
The Board of Directors has two main functions: management and representation. Considering the fact that companies may have a complex relationship network, generally, it is not possible for all members of the Board of Directors to represent the company in person for each transaction. Therefore the Board of Directors delegates its authority to represent to its members or to third parties. In cases of delegation of the authority to represent, the representation of the company becomes vague for third parties, as they may not be able to know who is entitled to represent the company and to what extent. In order to prevent uncertainty, it is stated that the restrictions on the authority to represent shall have effect against third parties in good faith only in some exceptional situations. In addition to this general view, with the Omnibus Law No: 6552, a new regime of delegation and restriction of the authority to represent has been set forth.
- INTRODUCTION
The Board of Directors has two main functions: management and representation. Management comprises daily operations for the company to survive, while representation means acting on behalf of the company against third parties. Representation is undertaken by persons authorised to represent the company. In principle, it is the Board of Directors that exercises this authority. However, in order to handle the difficulties of growth and to ease management, this authority may be divided and delegated to others. The aim of this study is to examine the exercise of the authority to represent by the Board of Directors, focusing particularly on the delegation of the authority to represent. The present study consists of two parts. In the first part, the definition and purpose of the authority to represent will be explained. Subsequently, in the second p
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Royal British Bank v Turquand
英国皇家银行诉图尔宽德案
'Royal British Bank v Turquand' (1856) 6 Eamp;B 327, and the eponymous 'Rule in 'Turquands Case' refer to the rule of English law that a third party dealing with a company is entitled to presume that a person held out by the company has the necessary authority to act on behalf of the company.
“英国皇家银行诉图尔宽德”案（1856）6Eamp;B327，及与之同名的“图尔宽德”规则，是指在英国法律中规定的与公司进行交易的第三人有权假定代表公司出面与其进行交易的人享有必要限度内代表公司行事的权力的规则。
The common law rule mitigated the perceived harshness of the doctrine of constructive notice with respect to the 'public documents' of a company (including its Memorandum of Association and Articles of Association).
普通法系中的这一规则减轻了对公司的“公开文件”（包括公司的章程备忘录及章程）的推定通知原则的严格程度。
In 'Turquand' the articles provided that the company could borrow on bonds such sums as from time to time authorised by a resolution passed in general meeting. The court held that a third party bondholder 'finding that the authority might be made complete by a resolution ... would have a right to infer the fact of a resolution authorising that which on the face of the document appeared to be legitimately done.'
在“英国皇家银行诉图尔宽德”一案中，相关条款规定，公司可偶尔借入经股东（大）会决议通过的债券。（注：借入债券是指经纪人和银行借入用来满足某些特别需要的债券。） 法院认为，作为第三人的债券持有人“认为授权可能已通过一项决议授予之hellip;hellip;由此有权推断已通过该决议授权的事实，前述决议在形式上合法。”
In fact, the rule was not accepted as being firmly entrenched in law until it was endorsed by the House of Lords in 'Mahoney v East Holyford Mining Co.' (1875) LR 7 HL 869.
实际上，直至上议院在“马霍尼诉东霍利福德矿业公司”（1875）LR7HL869一案中才认可了这一规则，并将其根植于判例法中。
In 'Mahoney' Lord Hatherly phrased the law thus:
:'When there are persons conducting the affairs of the company in a manner which appears to be perfectly consonant with the articles of association, those so dealing with them externally are not to be affected by irregularities which may take place in the internal management of the company.
在“马霍尼”一案中，法官哈瑟利如是说：
“当有人以完全符合公司章程规定的方式处理公司事务时，这些对外处理公司事务的人不受可能因此造成违反公司内部管理规定的约束。”
So, in 'Mahoney', where the companys articles provided that cheques should be signed by any two of the three named directors and by the secretary, the fact that the directors who had signed the cheques had never been properly appointed was held to be a matter of internal management, and the third parties who received those cheques were entitled to presume that the directors had been properly appointed, and cash the cheques.
因此，在“马霍尼”一案中，公司的条款规定，支票应当由三名指定董事中的任意两名董事及秘书签字，而事实上，签署支票的董事从未被恰当指定的事实，这被认为是内部管理问题，收到这些支票的第三方有权假定该董事已被恰当指定，并基于此要求兑现支票。
The position in English law is now superseded by section 35A of the Companies Act 1985, but the Rule in 'Turquands Case' is still applied throughout many common law jurisdictions in the Commonwealth.
“马霍尼”案中所确认的规则在英国法中的地位现已被1985年公司法的第35A条所取代，但“图尔宽德”规则仍适用于英联邦的一些普通法管辖区。
Turquand rule
图尔宽德原则
According to the 'Turquand rule', each outsider contracting with a company in good faith is entitled to assume that the internal requirements and procedures have been complied with.
根据“图尔宽德规则”，每个与公司签订合同的善意第三人都有权假定相对方已遵守了公司的内部要求与程序。
The company will consequently be bound by the contract even if the internal requirements and procedures have not been complied with. The exceptions here are: if the outsider was aware of the fact that the internal requirements and procedures have not been complied with (acted in bad faith); or if the circumstances under which the contract was concluded on behalf of the company were suspicious.
因此，即使公司的内部要求和程序没有得到遵守，公司亦将受到该合同的约束。例外情形如下：第三人知道公司的内部要求和程序未得到遵守（即非善意）；或者代表公司订立合同的情况可疑。
However, it is sometimes possible for an outsider to ascertain whether an internal requirement or procedure has been complied with. If it is possible to ascertain this fact from the companys public documents, the doctrine of disclosure and the doctrine of constructive notice will apply and not the Turquand rule. The Turquand rule was formulated to keep an outsiders duty to inquire into the affairs of a company within reasonable bounds, but if the compliance or noncompliance with an internal requirement can be ascertained from the companys public documents, the doctrine of disclosure and the doctrine of constructive notice will apply. If it is an internal requirement that a certain act should be approved by special resolution, the Turquand rule will therefore not apply in relation to that specific act, since a special resolution is registered with Companies House (in the United Kingdom), and is deemed to be public information.
然而，对第三人而言，有时是可以确定是否遵守了公司的内部要求或程序。如果有可能从公司的公开文件中查明这一事实，则适用披露原则和推定通知原则，而非图尔宽德规则。图尔宽德规则的确立是为了使第三人有义务在合理的范围内调查公司事务，但如果从公司的公开文件中就可以确定遵守或不遵守内部要求，则将适用披露原则和推定通知原则。如果内部要求某一行为应当经过特别决议的批准，那么图尔宽德规则将不适用于该具体行为，因为特别决议在英国公司注册署进行登记，应被视为公共信息。
The Authority to Represent in Turkish Joint Stock Companies (or Joint Stock Company Law)
土耳其股份公司（或股份公司法）中的代表权
by OSMAN GAZİ GUuml;Ccedil;LUuml;TUuml;RK*
ABSTRACT
摘要
The Board of Directors has two main functions: management and representation. Considering the fact that companies may have a complex relationship network, generally, it is not possible for all members of the Board of Directors to represent the company in person for each transaction. Therefore the Board of Directors delegates its authority to represent to its members or to third parties. In cases of delegation of the authority to represent, the representation of the company becomes vague for third parties, as they may not be able to know who is entitled to represent the company and to what extent. In order to prevent uncertainty, it is stated that the restric
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