When I was but a child, my mother would send me to Aunty Martha’s Kiosk to buy her Anapurna, and I would get upset at her for interrupting me in the middle of doing absolutely nothing.
Having no choice, I would begrudgingly walk to the store only to be told that: “The Anapurna is finished oh!” Taking on the role of the madam, I would ask Aunty Martha to give me what was available.
Upon my return, mother would say: “I didn’t ask you to buy this”.
In those moments when I could feel the vein in my forehead rapidly pulsating, I asked myself why she wouldn’t just let it go. After all, wasn’t it all the same salty taste? My mother’s words could be summed up in three simple words: “Who Send You?”
Before we can define what the law of “who send you” entails, we must understand its Genesis. It is based on the Law of Agency that governs the principles of a Principal-Agent relationship: A fiduciary relationship between two persons, one of whom expressly or impliedly consents that the other should act on his behalf, to affect his relations with third parties and the other of who similarly consents so to act or so acts (Bowstead and Reynolds).
In a principal-agent relationship, there is a triangular relationship at play. Both parties agree that the agent will act on the principal’s behalf and whatever the agent does with the third party on behalf of the principal, the principal would be bound by it.
Putting this law into the context of my backstory, my mother was the principal, I was the agent and Aunty Martha was the third party. This means that whatever actions I took with Aunty Martha within the powers given me by my mother would be binding on my mother as if she went to the shop to buy the Anapurna herself.
PRINCIPAL
AGENT
THIRD-PARTY
Despite this, there may be instances where an agent would not do or act within the power given to him or her by the principal. This is known as an ultra-vires act which occurs when an agent performs an action outside the principal’s authority or exceeds the authority given him or her by the principal.
When an ultra-vires act occurs, the principal has two options:
1) Accept what the agent did as though he/she authorised them to do so in the first place.
2) Ask them “Who send you?”
If the principal chooses option 1, then they would be choosing to ratify the agent’s ultra-vires act.
Ratification allows the principal to accept the agent’s actions that were done outside the principal’s authority as if the principal had ordained it. There can only be ratification when there are ultra-vires.
Upon returning home, my mother could have looked at my innocent face and decided to accept the other brand (ultra-vires act) as if that was what she had asked me to buy (ratification).
What happens when the principal chooses option 2:
Oftentimes, my mother chose to exercise her rights as principal and apply the law of: “Who Send You?”- which she did with much satisfaction.
ABOUT THE AUTHORS
Prince A. Acquaye is the Managing Partner at Corporate and Allied Attorneys, a dynamic law firm in Ghana. He specializes in corporate governance, intellectual property, immigration, general corporate commercial, data protection and M&A.
Ama Keeba Ayiku is a final-year student at Ashesi University. She is a storyteller who enjoys expressing herself through the power of the pen. She works as a CV and Cover Letter guide at the Ashesi Career Services department and aspires to use her storytelling skills to make waves in the Marketing sphere.
