Legal Brief: Authorization to Contract on Behalf of the UniversityPosted Feb. 24, 2014
“Legal Briefs” appears in e-Inside to keep faculty and staff informed of legal issues and their implications. An archive of past Legal Briefs is available online.
Every day, several contracts are executed on behalf of Kent State University. However, it is important to remember that only a few people designated by policy are authorized to execute contracts to which the university is a party. University policy 3342-5-04 provides that only "the president, a vice president or the board" may contract on behalf of the university. All others must have a specific "Letter of Delegation" granting the authority to contract on behalf of the university. Engaging in an agreement without the proper signatory authority may expose the employee to incur personal liability for the terms of the agreement.
While university stakeholders are responsible for negotiating the substantive terms of their own contractual agreements, the Office of General Counsel is responsible for ensuring the "legal sufficiency" of each agreement. Counsel should be involved in the beginning of the contracting process and should review the contract before it is signed by any university official. Each contract is reviewed in consideration of, but not limited to, the following contractual principles:
- The execution and delivery of the contract will not result in or constitute any of the following: (i) a default, or an event that, with notice or lapse of time or both, would be a default, breach or violation of the university’s constitution, bylaws or other organizational documents or any instrument, contract or other agreement to which it is a party or by which it or its property is bound, or (ii) the violation of any law, judgment, order, writ, injunction or decree affecting it.
- The contract does not agree to indemnify a third party against damages in a manner not permitted by Ohio law.
- The contract does not subject the state to another jurisdiction by proposing the "choice of law" (jurisdiction, venue, etc.) of another state or foreign country.
The Office of General Counsel does not negotiate substantive terms of the Agreement, and such terms are not considered during the course of review. The "terms of the deal" are the responsibility of the contracting party (department, college, division, etc.).
The Office of General Counsel has created a sample "Letter of Delegation" that may be used to delegate contracting authority beyond the levels provided for in University Policy 3342-5-04. Any drafts of delegation must be first emailed to Associate Counsel Michael Pfahl at email@example.com prior to their execution by the president or vice president. Please see also the Frequently Asked Questions fact sheet prepared to assist with the delegation of contracting authority.
For questions about contracts or to schedule a contract review, contact the Office of General Counsel at 330-672-2982 or firstname.lastname@example.org.