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I think that a much stronger argument here goes like this. A developer accepted those terms of services. That developer is not authorized to accept contracts /

by ayende 5y ago

I think that a much stronger argument here goes like this. A developer accepted those terms of services. That developer is not authorized to accept contracts / deals for the company as a whole. The issue here is that a single employee (which may carry out an unauthorized action) is unlikely to create a binding contract for a company. Otherwise, by the same token, NSO can create a EULA that says that a use of their software requires 100 millions USD / month cost. Get an Apple employee to agree to that (probably unknowingly) and sue Apple for that amount, since their employee "agreed" to that.

ericmay 5y ago
Wouldn’t hold up. Otherwise you can just create fall guys/gals and never deal with fallout. There are certainly some circumstances like corporations aren’t held liable for murder of some employee, but if the employee was doing it on the factory floor they absolutely could get sued for it. Unfortunately it’s not clear cut, but generally if you’re doing something on or with company property, during work duty hours (these hours are always stated on corporate handbooks even for startups), and/or it’s during course of business you can and will get held liable for the employee’s actions. The $100mm example you have would just get thrown out in court because it would be deemed unreasonable, even if Apple was ultimately responsible and the employee was acting as a representative of the company or on behalf of the company. Otherwise why can’t I just get a buddy to set up some random service and then have (let’s say I work at Apple) me sign a contract saying that Apple will give all of its corporate property and money to this contract for the rate of $5/month so this random service can “manage it” or something? Whoops guess Apple agreed to that!

3 ms·

I think that a much stronger argument here goes like this. A developer accepted those terms of services. That developer is not authorized to accept contracts /

by ayende 5y ago

ericmay 5y ago
Wouldn’t hold up. Otherwise you can just create fall guys/gals and never deal with fallout. There are certainly some circumstances like corporations aren’t held liable for murder of some employee, but if the employee was doing it on the factory floor they absolutely could get sued for it. Unfortunately it’s not clear cut, but generally if you’re doing something on or with company property, during work duty hours (these hours are always stated on corporate handbooks even for startups), and/or it’s during course of business you can and will get held liable for the employee’s actions. The $100mm example you have would just get thrown out in court because it would be deemed unreasonable, even if Apple was ultimately responsible and the employee was acting as a representative of the company or on behalf of the company. Otherwise why can’t I just get a buddy to set up some random service and then have (let’s say I work at Apple) me sign a contract saying that Apple will give all of its corporate property and money to this contract for the rate of $5/month so this random service can “manage it” or something? Whoops guess Apple agreed to that!