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Adapted by Rabbi Ariel Ovadia
Richard glanced at the bill of lading. It seemed like the same type of products the company usually ordered, but the quantity seemed a bit off. He ran over to Bobby and remarked, “I know we need the bolts for the piping we manufacture, but 200,000 of them? It seems to be a bit much, doesn’t it?” Bobby took one look at the number and quickly went, bill in hand, to the purchasing department.
Jack had his feet on the desk when Bob walked in. He quickly put his feet down and started typing furiously on his keyboard, making believe he didn’t notice that Bobby had walked in. Bobby cleared his throat to grab Jack’s attention. “What is the deal with this order?” Bobby asked. Jack quickly looked at the P.O. number and typed it into the company system. “Oh, THAT one,” he smiled, “they had a promo, it was half the usual price – what an awesome buy!” Jack looked thoroughly pleased with himself. Bobby stared at him in disbelief, then quietly said, “You must be kidding, 200,000 bolts? We won’t use that much in ten years; who knows, they’ll probably invent a better bolt by then!” Jack looked at Bobby and said, “Unfortunately, boss, they don’t take returns…”
Verifying Authority
Before accepting an order, a vendor has to consider who it is that is placing the order. But how much information must the vendor verify about the employee’s authority to place an order on their employer’s behalf to be able to reasonably presume that the business owner will be obligated to pay for it?
Recently, the Bet Din was asked a similar question by a business owner who brought his teenage son into his jewelry business. The son, suffering from a drug addiction, ordered jewelry and then exchanged it for drugs. The father didn’t want to pay the vendor and asked what his options were. The question boiled down to whether the son had the authority to make the order or not.
The Gemara in Bava Kama touches on this issue with a case involving collecting money from a loan. In the Gamara’s scenario, Reuven lent money to Shimon and when the term of the loan was up, he sent a messenger to collect the money. The lender appointed an agent (shaliah) in the presence of witnesses. The Gemara brings a dispute as to whether the borrower is justified in assuming that – upon handing the money to the agent – he has effectively repaid the loan, and would therefore be exempt from any further responsibility.
Relying on Identification
The Shulhan Aruch[1] rules that the borrower can, in fact, rely on the witnesses to the assigning of the agent to act on behalf of the lender, and is thus exempt from responsibility once he transfers the funds to the agent. However, the Shulhan Aruch[2] rules that if the lender does not appoint the agent in the presence of witnesses, but rather hands him his seal as identification (siman), the borrower does not satisfy his obligation when the money reaches the hands of the agent.
The Shulhan Aruch would appear to be saying that, even if the lender were to admit that he appointed this agent, the borrower would still be responsible for the money in question, even once it is in the agent’s hands. However, the Shach disputes the Shulhan Aruch on this point . He argues that, while a siman is certainly not as good as witnesses as a means of verifying the authority of the agent, it would nevertheless – along with the lender’s admission of the appointment – be effective in absolving the borrower of responsibility. Still, if there were no siman, even if the sender were to admit having appointed the agent, the borrower would still responsible. The Aharonim appear to take the Shach’s position, that only in the presence of both a siman and the lender’s admission that the man is his agent, can the borrower consider his responsibility discharged upon transferring his payment to the appointee.
Initiating an Obligation
This is in the case of the borrower making a payment. What about if the borrower is the one appointing an agent to receive funds from the lender?
The Netivot HaMishpat[3] draws a comparison between the two halachot. Just like a borrower is not exempt from responsibility unless the lender’s agent was appointed in the presence of witnesses or he comes bearing a siman, so too, in the case of an agent appointed by the borrower. If the lender entrusted the agent with the money without seeing a siman, even if the borrower admits to having appointed him as an agent, the borrower would not be obligated to repay the loan unless the money actually reached his hands.
In Conclusion
In our case, we may compare an employee calling from the employer’s phone to a siman – a verification of his agency. If the employer admits that the employee was authorized to place the order, he would be responsible. However, if the employer claims that the employee was never authorized to make purchases, he would be exempt from paying the vendor.
Sources:
[1] חו”מ סי’ קכא ס”ב
[2] שם ס”ג
[3] סי’ עז ס”ק ד’