Contract

The decision-maker acting for a company ought, in principle, to be the person who had the authority to bind the company to the contract. Therefore, the expressed intentions of a mere negotiator would not have been material, unless he had also been the decision maker on behalf of the company. However, while those principles had been easily stated, their application to the facts of any given case would be less straightforward. In a corporation with a defined and well-understood decision making structure, the division of responsibility could be readily apparent at least if the prescribed procedures had been followed.