Legal Question in Business Law in Virginia

Vice President Operations

If my company appointed someone as vice president of operations, does this make him an officer of the corporation. The vice president of operations signed a lease with a trucking company for 10 years and it was not approved by the officers of the corporation and the trucking company said it is binding.


Asked on 12/19/08, 1:01 pm

2 Answers from Attorneys

Michael Hendrickson Law Office Michael E. Hendrickson

Re: Vice President Operations

It would likely depend upon what the company's articles of incorporation or related documents

may have to say about the matter.

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Answered on 12/20/08, 11:21 am
Jonathon Moseley Moseley & Associates Law Firm

Re: Vice President Operations

The lease is probably valid because the trucking company would reasonably believe that the Vice President of Operations had such authority. This is called "apparent authority."

Legally, the officers of the corporation for the State's purposes are President, 1 Vice President, Secretary and Treasurer.

But of course companies often create many Vice Presidents.

The exact question of whether the VP of Operations has authority to enter into a contract for the company would be controlled by the BYLAWS of the corporation, any policies established by the Board of Directors, and perhaps the employment contract for the VP of Operations.

But the trucking company might (would probably) succeed in any legal challenge on the grounds that they had no way of knowing that the VP of Operations was restricted. Most VP's have a lot of authority. VP of Operations suggests that this kind of thing would normally fall under his authority.

You might win if you challenged the lease legally, but it would be difficult. Again the question would turn on whether it was REASONABLE for a person to believe that a "Vice President of Operations" had authority to enter into the contract.

It also matters what kind of contract it is. No one would reasonably believe that a VP of Operations could sell the entire company, or enter into the biggest contract your company had ever negotiated. But if it is reasonable in relation to the size of your company, their belief that he had authority might be binding.

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Answered on 12/20/08, 11:40 am


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