Jeff on Call: The Fee-agreement Signer Left

Q: Your Fee Collection Guide always comes in handy! I recently collected full fee on a sticky situation I’d been dealing with late last year. My fee agreements are open-ended. They don’t expire. Is the fee agreement still valid if the person who signed it at the “client” company has left? I assume that it’s best to have the signature of a current employee, but that leaves me open to renegotiations and delays.

Before you read this, get the stickum off that Fee Collection Guide! It might be worth something some day. (Actually it must already be worth at least a few million dollars in collected fees to readers.)

Your signed fee schedule is valid regardless of who signed it, when they signed it, and what their position was with the client (if any). Yes — the janitor can bind his employer if he signs and sends. In fact, the copier technician just passin’ through on his way to the roach coach can. Even the the HR lady’s psychotherapist who picked up your fee schedule while conducting an on-site sensitivity training session, took it back to his office, then signed and faxed it back.

Isn’t this fun? Cr-a-a-a-zy, ay? The rule is: NO STRIP SEARCH BEFORE A SEARCH. THERE IS NO SUCH THING AS AN “UNAUTHORIZED HIRING AUTHORITY.” It’s such a happy hunting world when everyone is authorized!

Your lawyer doesn’t know this stuff, so please remember it for as long as you’re in the biz:

There are only two kinds of authority (ways an individual binds another individual or business). They are

Actual Authority. This means the employer expressly authorized the janitor to sign and return recruiter fee agreements. Or maybe management just knew he was doing so and did nothing (or smiled approvingly), and thereby impliedly authorized the signing and returning. Either way, the employer is estopped (stopped) from asserting that the janitor wasn’t authorized.
Apparent Authority. In our happy hunting world, everyone is authorized. If you like the phrase apparent authority, use it. But beware: lawyers never have just one polysyllabic phrase when two will do.

So you might want to complicate this simple concept by also using the phrase ostensible authority. Personally, I like it better because “ostensible” rhymes with “sensible,” and I can point that out to opposing counsel. It sends them charging to LegalZoom.com for free advice.

Anyhoo, the janitor fired for embezzlement from that company acquired three years ago just earned you a five-figure fee!

Great question that everyone wonders. Now, go for it!

Success always,

Jeff