Scenario: after signing a large purchase contract, a company learns the person who signed for the counterparty — introduced as «the company’s representative» — is 17 years old. The initial panic is justified: a transaction concluded by a minor stands on very weak legal ground, but «everything is void, everything is lost» is not necessarily the conclusion. Separate who signed, in what capacity, and whether the counterparty company knew and benefited.
The legal base: a minor’s capacity to act
The Civil Code 91/2015/QH13 (Civil Code 2015), Article 21, provides that civil transactions of a person aged 6 to under 18 require the consent of their legal representative, except transactions serving daily-life needs appropriate to their age. A large commercial contract is plainly outside the «daily-life» exception — without the consent of that individual’s legal representative, the transaction is exposed to being declared invalid.
There is a second layer of abnormality: a company’s legal representative under the Law on Enterprises must be an individual with full civil-act capacity. A 17-year-old appearing as «company representative» means either the company’s registration file is problematic, or this person was merely an authorised agent — and authorising a person without capacity for a large transaction is itself a weakness.
Three scenarios with different outcomes
- Scenario 1 — Signed under the company’s authorisation: if a genuine authorisation from the counterparty’s legal representative exists, the dispute becomes one about scope of authority and the company’s responsibility; the company can hardly deny a transaction it authorised and for which it received goods and money;
- Scenario 2 — Self-styled representative, company unaware: a transaction concluded by a person without representative authority; its effect hangs until the company ratifies. Without ratification, the individual signer bears responsibility and the other side claims restitution and damages under the invalid-transaction rules;
- Scenario 3 — The company knew, benefited, and now wants to walk away: receiving goods, issuing invoices and part-paying are acts of practical ratification; courts examine the whole course of performance, not only the signer’s age.
What to do upon discovery
First, freeze the position: pause further deliveries and payments until the signer’s status is clear — continuing unconditionally dilutes your position. Second, demand the counterparty’s enterprise registration, appointment and authorisation documents, and request written ratification by the true legal representative. Third, if the counterparty refuses to ratify, proceed on the invalid-transaction track: mutual restitution of what was received and damages for the good-faith party — and consider denunciation if signs show the minor was used as a front in an organised deception.
The preventive lesson is far cheaper: before any large transaction, always verify the enterprise registration, the signer’s documents and the signature against the authorisation — a 15-minute check worth more than any later lawsuit.
Frequently asked questions
Is a contract signed by a 17-year-old void?
It is at high risk of being declared invalid: under Article 21 Civil Code 2015, transactions of persons aged 6 to under 18 need their legal representative’s consent, except daily-life transactions suited to their age. But genuine authorisation, ratification or benefit-taking by the counterparty company can change the conclusion — the scenario matters.
Who is at fault in this situation?
It depends on the scenario: the signer exceeding authority, a company authorising carelessly, or the other side skipping basic checks. Courts allocate consequences by fault and by what each side actually received; a good-faith party that delivered goods is usually protected on restitution and damages.
Can the counterparty’s ratification rescue the contract?
Yes. Ratification by the competent person (the company’s legal representative) of a transaction concluded without authority is the mechanism that makes it effective. Ratification should be in writing, from the right person, and done before a dispute erupts.
How do we prevent this with new counterparties?
Check the enterprise registration to identify the legal representative, require authorisation documents if the signer differs, verify ID documents where age or identity is in doubt, and file these checks with the contract.
This article has been quality-reviewed by the FLAW AI Legal Council