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The bodies of the entity are not required to be specifically autho-
rized to execute an arbitration agreement. They execute such agree-
ments as the principal, not as the representative. Hence, the specific
authority requirement under the CPC and the TCO as assessed, above,
is not binding on the bodies of a legal entity.
Notwithstanding, should a legal entity specifically authorize a
third person as an attorney or proxy to execute an agreement with an
arbitration clause, or an arbitration agreement on its behalf, such power
of attorney must include specific authorization regarding the arbitra-
tion agreement.
Commercial Auxiliaries
The authority of commercial auxiliaries of a merchant to conclude
arbitration agreements on behalf of the principals is a matter that
requires assessment with regard to specific authority. Commercial rep-
resentatives, as foreseen under Turkish law, may be classified as
dependent or independent auxiliaries, or auxiliaries with or without
representative powers. This classification sheds light on the authority
of such auxiliary to execute an arbitration agreement on behalf of the
merchant.
Commercial representatives, who both are a dependent auxiliaries
and have representative powers, are persons appointed and authorized
by the merchant in order to manage the commercial enterprise and rep-
resent the merchant in transactions governing the enterprise (Art. 547
TCO). The commercial representative is defined as the alter ego of the
merchant. Therefore, instead of defining the scope of authority, the
exceptions to authority of the commercial representative must be spec-
ified. In fact, the authority of a commercial representative may be lim-
ited solely in two ways: by conferring it to the transactions of a branch
office, or through foreseeing joint representation with another person.
Therefore, it is accepted that the authority to execute an arbitration
agreement on behalf of the merchant is inherent in the commercial rep-
resentative.
Commercial proxies are persons appointed by the merchant to
manage the enterprise or certain operations thereof, without conferring
the authority to act as a commercial representative (TBK m. 551). The
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