Section 148 - Acts of officers or agents

(1) Except as provided in section 147, the acts of an officer or agent of a company are not acts of the company, unless,

(a) the company, acting through the members in general meeting, the board of directors, or managing director, has expressly or impliedly authorised that officer or agent to act in the matter; or

(b) the company, acting under paragraph (a) has represented to the officer or agent as having the authority of the company to act in the matter, in which event the company is civilly liable to a person who has entered into the transaction in reliance on that representation, unless that person had actual knowledge that the officer or agent did not have the authority, or unless, having regard to the position with, or relationship to, the company, that person ought to have known of the absence of authority.

(2) The authority of an officer or agent of the company may be conferred before action is taken by that officer or agent or by subsequent ratification.

(3) The knowledge of action by that officer or agent and acquiescence in that action by

(a) the members for the time being entitled to attend general meetings of the company,

(b) the directors for the time being, or

(c) the managing director for the time being,

is equivalent to ratification by the members in general meeting, by the board of directors, or by the managing director.

(4) This section does not derogate from the vicarious liability of a company for the acts of the employees while acting within the scope of their employment.