Gill Nadel, Adv.
As we know, many business conflicts stem from the fact that a written agreement was not formulated between the sides, and everyone argues with everyone else over what was agreed. But sometimes, even when there is a written and signed agreement between the sides, one of the sides tries, justifiably or not, to not fulfill his obligations. One of the “classic” arguments of the refuser will be: “I wasn't the one who signed the document.” Will a claim like this be accepted?
A recent decision hand down by the Magistrate's Court in Jerusalem discusses a case like this. The case involves a customs agent that provided an importer with customs agency services, provision of credit and funding, merchandise storage services, and shipping and international forwarding. The customs agent made sure to have the importer sign an agreement, and also had its directors sign a personal guarantee. The importer removed to pay the customs agent the payments due to him, in addition to the interest established in the agreement, and the customs agent was forced to file a legal action to receive the money.
Among other arguments, the importer claimed that the agreement was not signed by it or by those authorized to act on its behalf, that the necessary number of signatures on the documents was not fulfilled, and that the stamp on the document was not its stamp.
The court rejected the importer's claims.
Regarding the claim that this was not the importer's stamp, the court ruled that no proof had been brought that the stamp was forged, and therefore it could not accept this claim.
Regarding the matter of the necessary number of signatures, while the court did accept the importer's stance that at the relevant times, two signatures and the stamp were required, the court found that one of the directors would sometimes sign by himself together with the company stamp, without the signature of another director.
The court put a significant emphasis on the fact that the customs agent had good business relations with the importer, and that everything had gone smoothly for a period of around three years. Therefore, in addition to the fact that one of the directors would sign alone together with the company stamp, the court ruled that the customs agent thought in good faith that everything was fine at the time when the agreement and personal guarantees were signed, as well.
The court added that even if there was some deviation from authorization or lack of permission in the agreement's being signed with only one signature- the customs agent did not know this, and under the circumstances of the case, he need not have known of the deviation.
The decision must be limited to the facts of the case. One can imagine an opposite situation in which the side claiming that the agreement should be enforced would have been expected to know that the agreement was signed improperly. But when sides have been working together for a long time based on certain representations, one side cannot retroactively, in an effort to avoid a financial obligation, suddenly argue that another situation has existed.
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