1. Affixing the corporate seal to the contract means confirmation of the signature of the signatory, including that of the unauthorised one.

2. The offeree’s telephone conversation with the offeror on confirmation of the commencement of the works under the sent copy of the unilaterally signed contract is a tacit acceptance of the offeree through implicative actions.

3. Subsequent approval of actions of an unauthorised representative can be done through partial payments of the contracted amount and non-objection to the carried out contractual works of the counterparty.

The Supreme court’s position

The claimant asked the court to invalidate the contract dd 15 April 2019 and apply the consequences of invalidity. According to this contract, the claimant, as an investor, undertook to conduct the necessary actions on the project to build a farmers’ market in Fergana Region.

This agreement was signed and confirmed with [corporate] seal by person Z as the manager of the claimant, and person O as the manager of the respondent. Clause 3.1 of the agreement determines the estimated amount of the investment. Clause 3.2 states that this investment amount includes various expenses, and the investor must pay this amount within 10 days from the date of signing the agreement.

The draft agreement was signed by the claimant on 15 April 2019 and sent to the respondent for signature. After that, the respondent informed by phone that [it] could begin the work. The claimant made payments on 18 April and 20 May 2019. However, the respondent did not provide a copy of the contract.

The claimant requested to invalidate the contract dd 15 April 2019 and apply the consequences of invalidity on grounds that it was not signed by the manager of the claimant, person Z, and that the signature was forged. To clarify the claimant’s arguments, the court of first instance appointed a forensic examination of the Sulaymonova Republican Centre for Forensic Examination. Based on the conclusion of the state forensic expert dd 27 October 2021, it was noted that the signature in the contract concluded was not executed by the claimant’s manager, person R, but was executed by another person by analogy. However, no conclusion was requested regarding the claimant’s seal, which confirmed the signature in the contract, and no opinion was expressed by the expert on the seal.

In the statement of claim, the claimant requested that the contract be declared invalid and its consequences applied in accordance with Arts 116, 122, 123 CC. [The Collegium has cited Arts 116, 122, 123 CC]. The court of first instance, citing the handwriting expert opinion, citing the fact that the signature was made by another person found the contract invalid based on Art 116 CC.

The claimant’s payment orders on 18 April and 20 May 2019, indicated the contract dd 15 April 2019 as the basis for payment. Also, the payment order indicated person N, not person Z, as the manager of the claimant. The resolution of the claimant’s general meeting dd 2 July 2020, available in the case record, also indicates person N as the manager of the claimant. [The Collegium has cited Art 132 CC on subsequent confirmation of the transaction concluded by the unauthorized person and Art 353 CC on the definition of a contract, Art 354 CC on the freedom of contract and Nr 17 III RPL dd 28 November 2014 No 269 on subsequent approval’s effect on preclusion of invalidity under Art 126 CC.] It can be seen that the contract concluded between the parties was signed and certified with the corporate seal [korxona muxri]. Partial work was conducted on the performance of the contract in 2019-2021. However, the fact that the corporate seal of the claimant was affixed to the contract means that it confirmed the signature of the manager. The court of first instance, without providing a legal assessment of these circumstances, based solely on the [handwriting] expert opinion, found the contract invalid, and came to the wrong conclusion. The court of appeal [instance], however, made a mistake by leaving the decision unchanged.