A director or other officer of a corporation, when contracting on its behalf, acts as its agent and the laws of agency are generally applicable. This note presents those problems, apparently unique to corporation law, in the liability of an agent who, with authority, contracts for a principal who has no authority.' Of no concern here are those instances where, either because of ratification or estoppel, the corporation itself is liable, since if the principal is bound the other party has no ground of complaint against the agent.
An officer of a corporation, contracting in excess of or without authority given him by his principal, may incur a personal liability when the other party is unable to hold the corporation upon the contract. Ordinarily, however, unless the contract binds the officer personally,as for example where his signature is unqualified and without indication of the agency, or the principal is undisclosed during the contract negotiations, the agent cannot be held liable upon the contract itself.
J. F. DiRisio,
Personal Liability of Corporate Officers for Ultra Vires Contracts,
7 Vanderbilt Law Review
Available at: https://scholarship.law.vanderbilt.edu/vlr/vol7/iss1/7