88 / 469
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On the other hand, registered and announced limitations concerning
the limitation of representation authority as to operations of only the
registered office or branch offices or concerning several persons’ being
able to exercise it jointly, are valid. Moreover, operations effectuated by
persons having the authority to represent the company contrary to the
articles of association or general assembly resolutions cannot prevent
recourse by
bona fide
third persons concerning this operation. Moreover,
even if the representatives act contrary to the provisions of the articles
of association, if this operation was approved by the company and
registered, the provisions concerning the limitation of the authority to
represent cannot be raised.
The authority to represent and bind is a subject that we frequently
come across in practice.
In the decision of the Court of Appeal, dated 01.02.2010 and numbered
2008/9958 E. – 2010/1008 K., the representation issue was examined:
“The representative of the claimant requested and claimed the
collection of TRY 10.558 with its default interest on the grounds
that his client in Istanbul sold some textile products to C S.A in
Mersin and delivered them to the defendant company and that
the defendant notified that it delivered them to a person called A
instead of the aforementioned company
.
The representative of the defendant requested dismissal of the
claim on the grounds that the claimant did not deliver any such
goods to its client.
Although a written form is not a validity requirement for carriage
contracts, considering the amount of compensation requested by
the claimant in the present conflict, the existence of a carriage
contract between the parties must be proved by the claimant party
by means of documentary evidence. However, even if it is proved
that the writings of “3 bags – Tolga - 02.07.2005 at 16.30” on the
document submitted by the claimant was really written by Tolga
and even if Tolga was an authorized representative of defendant
company or an employee authorized to receive goods in the
name of the defendant company, the document may be accepted