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implied authority to sign contract / little guy can still compete / NY license issue April 30, 2018

KEN KIRSCHENBAUM, ESQ
ALARM - SECURITY INDUSTRY LEGAL EMAIL NEWSLETTER / THE ALARM EXCHANGE
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implied authority to sign contract / little guy can still compete / NY license issue
April 30, 2018
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implied authority to sign contract
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Ken,
    re: husband signing for wife on the contract in your April 2, 2018 article ....
    Extending the concept of implied authority, who within an organization has the authority to sign and bind the organization? We sometimes have a facility manager sign the agreement if it is a large organization.  
Thank you,
Roman Rudzik
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Response
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    This issue comes up a lot in collection cases.  We get challenges that property managers, superintendents, store managers, other managers, and of course other employees or people who were on the premises when the alarm was installed and who signed a contract [visitors, friends, relatives, unknown - all claimed to have no authority].  
    Though the issue comes up in collection cases most often, it could just as easily come up in a defense case, where the stakes could be higher.
    Actual authority and implied authority are factual issues.  Even someone presenting himself as president of the corporate subscriber may be an impostor.  If the principal puts a person in the position of "apparent" authority then you have good chance of holding the principal.  Officers of a corporation, members of an LLC, partners and owners can bind the subscriber. 
    If in doubt it's good idea to send copy of executed contract after receiving the first payment from the subscriber.  Keep in mind that just because the subscriber sends in a payment, even if you've sent an invoice, it could claim that it didin't know about the contract.  Sending the contract again, and retaining your correspondence could help overcome a claim of lack of authority.  The 
commercial Standard Alarm Agreements call for the signor's title to establish authority.  Also personal guarantee [which doesn't have to be signed].
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little guy can still compete
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Ken
    Your recent post today struck a collective sharp and pessimistic tone to the issues at hand.   Generally speaking, too many people fielding questions in your direction filter out what they don’t want to hear on their way to doing business with the public.  I suspect you don’t get enough full-throated, legit questions to balance them out?
    I’m writing today simply to once again say “thank you” for being the continual adult in the room that we need. Try as I may, I’m somewhere in between those annoying questions you get and full-on legitimacy in regards to how fully I incorporate ALL Of your well-founded council.
    I realize we are not selling hamburgers  here. And sometimes it feels like the wild wild west of alarm system integration at the moment.  What, with trying to bridge the gap between simply safe, ADT hacks, protect America, the shelf at Walmart, Home Depot, Best Buy VS. true, local top quality service providers.
    We may not be perfect in my neck of the woods, but we know the direction we strive for.   And that is succinctly different than striving for the middle of the road. 
    I implore other very small local alarm providers, like me, to take the highroad rather than give in to the sales tactics and techniques that may appear to win here-and-there in your locale.   The local companies have similar claims as the national companies in that, we tell our potential clients our version of service  is in their best interest.   We should DO THE THINGS that make sure that the difference is, we are the ones actually telling the truth.
Name not withheld
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Response
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    Speaking as a consumer I can tell you that there is no substitute for personal attention, something the national companies may not be able to offer, and deliver.  I spent all Saturday waiting for Lislie Pool to open my pool.  Never called and never showed up, and service department closed on Saturday, so no one to call.  
    I guess every business shares the same issue:  it takes time and money to get a customer, seconds to lose one.
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NY license issue
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Ken, 
    First let me thank you for the very informative webinar on the NYS Alarm License changes, It was very helpful. 
    My first question is regarding Sub-Contractors; as you know working with subcontractors has become a very big part of our industry. I'm sure that the majority of the wire pullers are not licensed and that is the problem. If the sub does work for the licensed company and does not have a NYS Alarm License, who is reasonable?? Am I liable as the qualifier?? 
    Second question; does a master electrician installing Fire Alarms need a NYS Alarm License or does their license cover that? I understand they can fill out a waiver, does that exempt them from the NYS Alarm license? 
    Lastly we will need your guidance very shortly on new contracts. We are processing an "all in one" proposal which we would like to incorporate the contract verbiage into. Are there any of your contracts that would be generic enough with all of the clauses that you would suggest using. 
Thanks, 
Mike
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Response
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    You must use licensed subcontractors, make sure all the subs employees are documented, or document them all under your license.  A master electrician must register with Division of Licensing Services as an Alarm Installer.  If the master electrician wants to install alarms outside the area covered by the electrical license then the master electrician has to get the Installer License [no classes or test is required].  So the master electrician is not "exempt" from the alarm license law.
    I am trying to figure out how to respond to your last question.  I don't know what an "all in one" proposal is.  I know what an 
All in One Agreement is, and it comes in several formats for residential, commercial security, commercial fire and home automation and integration.  I suggest you use our Standard Form Agreements as written, or very minimal modification.  Almost like asking me for a generic panel that I can modify on my own.  I doubt you would recommend it.
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Ken Kirschenbaum,Esq
Kirschenbaum & Kirschenbaum PC
Attorneys at Law
200 Garden City Plaza
Garden City, NY 11530
516 747 6700 x 301
ken@kirschenbaumesq.com
516 747 6700
www.KirschenbaumEsq.com