Dear Cannon,
It appears that the defendant has executed the Power of Attorney in
exactly the manner that would be required.
It would be highly unusual to require a director of the company
perform such a ministerial act; totally usual to have an officer of
the company execute the POA.
J&J would show the authority of the officer, in this case, the
treasurer, by submitting certified copies of the Articles of
Incorporation and the Bylaws of the company establishing such
authority. The Articles/Bylaws are, no doubt, certified by the
Secretary or an Assistant Secretary of the corporation.
HOWEVER, three thoughts occur:
1. Object to the authenticity of the Power of Attorney in the
Indonesian court, and require the defendant to present to the judge
their supporting evidence as to why this POA is valid. You, as the
plaintiff, would be able to contest their showing, and ask specific
questions as to the scope of the POA - what exactly can the Treasurer
of the company do? Can he hire counsel? Can he/she authorize
settlement of the controversy. IF NOT ABLE TO SETTLE, that may limit
the authority to such a level of magnitude that the court would not
accept his/her authority, since most courts require the agent of the
party defendant to be able to handle ALL aspects of the case - and not
have to refer everything back to the U.S. office.
2. Communicate by letter to the corporation's head office. There is
a recent case in the U.S. where some ex-officials of Phillip-Morse
created some fake corporate resolutions and used the documents to
convince a group of banks to loan them many millions of dollars. I
would imagine that the corporate office would be more than willing to
authenticate the POA in your case. Ask for the authentication from the
top down: Articles of Incorporation that provide for the powers of
the board, the corporate bylaws that set forth the procedure and
policy for granting such powers, and a copy of the specific board
resolution that granted the power to this specific individual, the
treasurer.
3. If at any time you are able to discover that the apparent
authority granted to the holder of the POA is imperfect, you would
have excellent ground to ask the court for relief. Fraud and mutual
mistake are but two of the grounds that come to mind.
If I may assist you by clarifying any aspect of this, please click on
the key so marked, and I will get right back to you.
Good luck.
weisstho-ga
Search Strategy:
Principal + Agent
"Johnson & Johnson"
"power of attorney" |
Request for Answer Clarification by
cannon-ga
on
15 Oct 2002 05:34 PDT
Hi Weisstho-ga:
thanks for the answer. I have no doubt that your answer is the best
answer I could get from internet. If it is possible, could you please
tell me if you have other thoughts if i give you these additional
facts:
1. Th Indonesian court is not like the US court. I posted at
www.geocities.com/mjccase/ , one article from a US media which
described Indonesia as a lawless country.
2. At the same site, I posted an article from Multinational Monitor
which listed Johnson & Johnson as one of the worst corporation in
1995. another company named on the list is Enron. that was 1995 when
nobody would suspect enron is a hoax
3. A commissioner (ie board member) of PT Johnson & Johnson Indonesia
is Mr John Crisan, the attorney from Johnson & Johnson (US)
responsible for the Asia Pacific companies
4. PT Johnson & Johnson Indonesia used the services of Cosmas Batubara
& Associates as a consultant to terminate my employment. Mr Cosmas
Batubara was a Minister of Labor in Suharto's era (can you imagine
Robert Reich or Elaine L Chao after completing their services, open a
consulting company to help companies fire their employees?), and in
Indonesian regulation, a company do not have to hire a consultant to
terminate the employment of their employees if the employees fail to
commit to the company regulation)
5. Mr John Crisan already reviewed and approved my termination
Any new idea or suggestion? thanks again
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Clarification of Answer by
weisstho-ga
on
15 Oct 2002 06:41 PDT
Dear Cannon,
I am so sorry that you lost your job; losing a job has to be one of
the most traumatic experiences that a person would have to suffer.
And, it sounds like the company created some extra pain in your case.
I am an attorney in the U.S. and am confident that the answer I
provided to you is correct given the facts as presented. The issue of
corporate authority of a U.S. company is something that I am,
fortunately, well versed in. I believe that you can rely heavily on
my advice as to your first question.
I am sorry to say that I am not, however, familiar with Indonesian law
and certainly not familiar with the legal concepts that might be in
play in an employment situation in that country.
However, I would advise you to be particularly attuned to issues of
Agency law (were you an "agent" and "independent contractor" or an
"employee"?) Were there any events during the course of your
employment that might have created a realistic and reasonable
expectation of a "right" to continued employment? If so, beside the
termination, were there any other breaches that would effect an
implied contract that may have been so created.
Best of luck in rebounding into your future. Again, I am very sorry
that you lost your position.
Kindest regards,
weisstho-ga
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Clarification of Answer by
weisstho-ga
on
16 Oct 2002 08:09 PDT
Hello, again, Cannon!
I am sorry, but the Google Answers terms of service don't permit us to
discuss these issues off-channel; contacts by e-mail are heavily
frowned upon.
But, again, best of luck to you. Please stay well grounded during
these difficult times - stitching back a career and managing a law
suit are very trying events, in the best of situations.
And thank you so much for the five * rating - you're right - we don't
do this for the money (well, maybe a little for the money :-) Being
a help to people who appreciate what we do makes our time commitment
worth it!!
Tom
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