Case Description

A was originally the legal representative of Company A, and then left office. On a certain day, Party A borrowed 400000 yuan from Party B. When issuing an IOU, Party A affixed the legal representative's seal on the IOU when he previously served as the legal representative of Company A. After the repayment period expired, Party A was not found, so Party B sued Company A in court. Party B claims that the loan is borrowed by Party A as the legal representative of Company A, so Company A shall bear the responsibility for repayment. Company A claimed that Company A had already left office and used the legal representative's seal for personal affairs without authorization, and Company A should not be held responsible.

Lawyer Analysis

The seal of the legal representative is made by the legal representative to perform his duties and is used within a prescribed limited range, such as on bank bills such as cheques or financial statements, audit reports, and some contracts. In daily management, the seal of the legal representative is usually kept by the unit together with the seals of other units, and can only be used when the legal representative performs his duties and exercises the company's external representative power. Therefore, from the perspective of the nature of the seal, the legal representative's seal should belong to the category of "official seal", rather than a private seal that represents personal intent. It cannot be used for the personal affairs of the legal representative.

However, in practice, there are also cases where the legal representative arbitrarily uses the legal representative's seal. Therefore, if a party claims that the legal representative's seal is used for private affairs, the court usually needs to conduct a comprehensive analysis based on specific circumstances, such as whether the legal representative's seal is kept and used privately by the legal representative himself Whether the seal of the legal representative is often used to handle the personal affairs of the legal representative, whether the information affixed with the seal of the legal representative is a company document or a private document, and whether the party receiving the seal has reason to believe that the act of sealing represents the will of the company, or is clearly the personal act of the legal representative. If it cannot be proved that the seal is used for personal affairs and expresses the private will of the legal representative, this claim will not be supported.

Therefore, in the event of a change in the legal representative of the company, after the replacement of the new legal representative seal is completed, it is recommended that the original legal representative seal be properly sealed or destroyed under the joint witness of the original legal representative and the company, to prevent abuse of the legal representative seal by either party and bring legal risks to the other party.