I signed contracts while managing someone else's business without authority - am I personally liable to the people I dealt with?

The manager, not the owner, is bound

Managing another's business without authority does not let you contract on his account as though you were his agent. Article 2152 provides that the officious manager is personally liable for contracts which he has entered into with third persons, even though he acted in the name of the owner. Using the owner's name in the paperwork does not shift the obligation onto him. Because you had no authority to bind him, the third person's contract is with you, and it is you who must answer for it — a risk anyone dealing on another's behalf without a mandate carries himself.

No action between owner and third persons

The same rule has a second edge: there shall be no right of action between the owner and third persons. The unauthorised contract does not create a direct legal link between them. The third person cannot sue the owner on it, and the owner cannot sue the third person on it; both must channel their claims through the manager who actually made the deal. This keeps the owner clear of bargains he never authorised, and tells the third person plainly who his counterparty is — the person he dealt with, not the name invoked in the contract.

Exception one: ratification

The manager's personal liability is not the last word, because the article withdraws it in two cases. The first is where the owner has expressly or tacitly ratified the management. Approval — whether stated outright or shown by conduct that only makes sense as acceptance — adopts the contracts as the owner's own. Once ratified, the arrangement is treated as authorised, so the direct link that was absent now exists between owner and third person, and the manager is relieved of standing personally in the owner's place. Ratification can be tacit, so an owner who takes the benefit of the deals should understand he may be adopting them.

Exception two: the owner's own things

The second exception applies when the contract refers to things pertaining to the owner of the business. Where the dealing concerns property or interests that are genuinely the owner's, the transaction is bound up with his own patrimony, and the rule confining liability to the manager gives way. In that situation the contract's connection to the owner's things is enough to reach him, notwithstanding the absence of prior authority. Anyone who managed another's affairs and signed contracts should therefore identify which footing each contract stands on, because it decides whether the third person's recourse runs to him or to the owner.

Related provisions

• Civil Code, Article 2152 — Gestor's Liability to Third Persons