Contract Signature Authority

With the beginning of school, this is a good time to remind interested persons that, under University Rule 3361:10-1-06(A), "no contract, agreement, promise, bank account, or other undertaking in the name of the university of Cincinnati or purporting to be made for, or on behalf of any college, school, department, division or other part of the university of Cincinnati, shall be made by any of its officers, agents, or employees or by any student, faculty, or alumni organization, enterprise, or association whatever, unless the same shall have been first authorized by the board of trustees of the university or in pursuance of authority conferred by university rules."

The balance of the Rule identifies the persons who do have authority to approve and/or execute contracts and agreements on behalf of the University and its various divisions. These are the Board Chairperson, the President and the Contracting Officer or their specific designees. In addition, University Rule 3361:20-23-02 gives the Director of Purchasing authority to execute certain purchase orders, and various rules relating to personnel matters allow deans and others to issue appointment letters. Although there are a few additional exceptions for specific situations, no other persons have authority to bind the University contractually.

An unauthorized person who does execute a contract that purports to be a binding agreement of the University runs the risk that the contract will be repudiated, in which case the unauthorized person could be held personally liable on the contract.

It is not always easy to tell the difference between a binding contractual obligation that must be signed by an authorized person and other written understandings that may not be so limited. The Office of General Counsel (556-3483) is available to provide advice on this and other contract compliance matters. Seeking permission rather than forgiveness is the better policy so far as contracting is concerned.