Duly Executed: Everything You Need to Know
“Duly executed” is a phrase used to summarily state that all the relevant, legal, formal requirements involved in the signing of a binding agreement are complete. 3 min read
2. Power of Attorney
3. Kinds of Power of Attorney
4. The Risk of Fraud and Precautions
“Duly executed” is a phrase used to summarily state that all the relevant, legal, formal requirements involved in the signing of a binding agreement are complete. Some examples of such requirements are:
- Publication of notice.
- Anti-fraud protection by the Notary Public.
Some examples of documents referred to as duly executed are:
- Governmental enactments.
- Contracts (generally).
A Look at “Duly”
As defined by Black's Law Dictionary, “duly” is an adverb that means “In a proper manner; according to legal requirements.” But often, the verb phrase or verb that “duly” modifies includes the idea of “in a proper manner,” which makes duly a needless repetition in some documented, legal expressions. For instance, if a document reads, “The implementation and delivery by such entity of this contract have been duly authorized by every relevant corporate proceeding,” using the word “duly” becomes unnecessary repetition because if something receives authorization, it was properly granted consent. If the proper procedures weren't duly followed, there would have been no authorization.
Another example where the use of “duly” is an unnecessary repetition would be in the phrase “duly signed.” A third example is as follows: “Notices and every other form of communication defined as acceptable in this contract are duly given when sent via a registered mail with a requested return receipt, prepaid postage, and addressed to the concerned addresses provided.” In this example, the use of “duly” is unnecessary repetition because what's needed to provide notice or communicate information in the contract is specifically stated. That means all notices that satisfy the stated requirements are properly (or duly) given.
Power of Attorney
A power of attorney is a legal document that grants one entity the authority to legally stand for another. When one gives somebody a power of attorney, any agreement they sign on the authorizer's behalf will be duly executed and is legally valid. But in some situations, you aren't allowed to sign a corporate agreement through a power of attorney. Whether the authorized person (also referred to as an “attorney in fact”) can sign a corporate document on one's behalf or not depends on the kind of power of attorney one chooses to authorize.
Kinds of Power of Attorney
A limited power of attorney gives consent to only sign particular documents for a restricted time frame. Furthermore, one's attorney in fact can't sign any corporate document with a limited power of attorney except the document is particularly given legal consent in the parties' agreement of limited power of attorney.
However, when an attorney in fact has a general power of attorney, they have a broad authorization to stand for another entity and can sign corporate documents for them. The right to form and implement contracts has security by law, but no one party to the contract has a greater level of legal protection than the other.
Therefore, one party may support the signing of legal, contractual documents with the power of attorney while the other party may not accept, which renders the contract non-executable. However, it's possible for one party to take legal action to compel the other party to agree to the use of power of attorney, depending on the kind of power of attorney agreement they have.
The Risk of Fraud and Precautions
A major concern when an attorney in fact signs an agreement for another entity is the risk of fraud. As a result, a valid power of attorney signing should have one other person, at least, to serve as a witness, and also signed by a notary. Also, the other entity to the agreement may request to have a word with the entity authorizing a power of attorney to confirm the authorization. Authorizing a power of attorney requires caution because if someone fraudulently signs an agreement on behalf of another, it could result in a wasteful lawsuit.
Besides, there's no certainty that the fraud will stop the contract from being implemented. Therefore, certain corporate documents cannot be signed by any particular entity or authorized by any single owner. Parties should go over their articles of incorporation and bylaws for pointers. Requesting permission from a board to grant an attorney in fact to sign contract documents on their behalf, or the agreement may require the signatures of several directors of the company. Duly executing a document can't happen without it.
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