Ordinance 12: Contracts

1) Persons entering into a contract, ie signing on behalf of the University must have (1) the requisite capacity and (2) the appropriate authority from the University to do so. Appropriate authority means that:

(i) the University has expressly conferred on a particular person the authority to enter into a contract ie as stipulated in the Statutes and Ordinances, Scheme of Delegated Approvals, Financial Regulations, other Regulations, Policy or committee terms of reference (or rarely by power of attorney); or

(ii) it can be implied by an express appointment eg to a certain position such as that of a UEB member; or

(iii) it can be implied, eg over a number of years from a course of conduct or relationship which has led to a presumption that the person has the authority to sign a contract. Generally however, silence is not capable of giving rise to authority; or

(iv) that someone acts within the scope of their apparent authority that they can bind the University: eg where it would be reasonable in the circumstances for a third party to believe in or rely on their authority or generally it is understood the person might have the authority or if there were no clear defined limits to their authority. This is a reason for having a clear scheme of delegated authority.

2) Any contract which if made between private persons would be by law required to be in writing, and if made according to English Law to be under seal, may be made on behalf of the University in writing under its common seal. Such contracts may be in the same manner varied or discharged.

3) Any contract which if made between private persons would be by law required to be in writing and signed by the parties to be charged therewith, may be made on behalf of the University in writing and signed, through the use of either handwritten or electronic signatures, by any person acting under the express or implied authority of the Council. Such contracts may be in the same manner varied or discharged.

4) Any contract which if made between private persons would by law be valid although made verbally only and not reduced into writing, may be made either in writing or verbally on behalf of the University by any person acting under the express or implied authority of the Council. Such contracts may be in the same manner varied or discharged.