4.102 Contractor’s signature
Source: FAR 4.102 on acquisition.gov
FAR 4.102 requires contracts to be signed by authorized individuals based on the contractor’s legal structure, with documentation to prove authority when necessary.
Overview
FAR 4.102 outlines the requirements for proper execution of contracts by contractors, specifying who must sign contracts based on the contractor’s legal structure (individual, partnership, corporation, joint venture, or agent). The regulation ensures that only authorized individuals bind the contractor to the agreement, protecting both the government and the contractor from unauthorized commitments.
Key Rules
- Individuals
- Contracts with individuals must be signed by the individual, and if doing business as a firm, the signature must include the individual’s name and the firm’s name.
- Partnerships
- Contracts must be signed in the partnership name, and the contracting officer must verify the authority of the signatory and obtain a list of all partners.
- Corporations
- Contracts must be signed in the corporate name, followed by the signature and title of the authorized person; the contracting officer must confirm the signer’s authority.
- Joint Venturers
- Each participant must sign according to their entity type, and the contracting officer must verify corporate authorization for participation.
- Agents
- If an agent signs, their authority to bind the principal must be proven to the contracting officer’s satisfaction.
Responsibilities
- Contracting Officers: Must verify the authority of signatories and obtain necessary documentation for partnerships, corporations, joint ventures, and agents.
- Contractors: Must ensure contracts are signed by authorized individuals and provide evidence of authority when required.
- Agencies: Oversee compliance and maintain documentation verifying signatory authority.
Practical Implications
- Ensures contracts are legally binding and enforceable.
- Prevents unauthorized commitments by requiring proof of authority.
- Common pitfalls include missing documentation or improper signatories, which can delay contract execution or render contracts unenforceable.
(a) Individuals. A contract with an individual shall be signed by that individual. A contract with an individual doing business as a firm shall be signed by that individual, and the signature shall be followed by the individual’s typed, stamped, or printed name and the words ", an individual doing business as _________" [insert name of firm].
(b) Partnerships. A contract with a partnership shall be signed in the partnership name. Before signing for the Government, the contracting officer shall obtain a list of all partners and ensure that the individual(s) signing for the partnership have authority to bind the partnership.
(c) Corporations. A contract with a corporation shall be signed in the corporate name, followed by the word "by" and the signature and title of the person authorized to sign. The contracting officer shall ensure that the person signing for the corporation has authority to bind the corporation.
(d) Joint venturers. A contract with joint venturers may involve any combination of individuals, partnerships, or corporations. The contract shall be signed by each participant in the joint venture in the manner prescribed in paragraphs (a) through (c) of this section for each type of participant. When a corporation is participating, the contracting officer shall verify that the corporation is authorized to participate in the joint venture.
(e) Agents. When an agent is to sign the contract, other than as stated in paragraphs (a) through (d) of this section, the agent’s authorization to bind the principal must be established by evidence satisfactory to the contracting officer.