The Hidden Power of Authorization: Lessons from Courtrooms and Contracts

Regardless of the practice areas, the importance of obtaining a valid authorization is a lesson I’ve learned time and time again throughout my legal career, which continues to humble me for the better. 

1. Litigation: The Underestimated Power of a POA

When I first co-managed several litigation cases, I didn’t quite understand why one detail-oriented litigation lawyer insisted on revising the Power of Attorney (POA) so carefully. I had seen different versions of POAs used by various lawyers, and none seemed to have issues at the police station or in court. For that reason, I’ve always priorized fact checking other prelitigation processes such as sending letters before claim, preparing pleadings, gathering evidence, and getting ready for settlement or trial. However, I remember feeling my heart drop when an opposing lawyer filed a motion to dismiss our pleading based on an invalid POA with inconsistent details and unpaid stamp duty. Fortunately, the court asked whether he truly wanted to win a case on such a technical ground, and so the motion was kindlywithdrawn. We later corrected the POA and paid the stamp duty in full. 

I share this not to criticize anyone for filing such motions, for every lawyer has the duty to act in their client’s best interest and every right to raise such issues (Section 118 of Thailand’s Revenue Code and Supreme Court Decision No.1750/2532). This experience just reminded me how easily even a well-prepared case can be shaken by a seemingly minor procedural detail, resulting in delayed court proceedings and affected client’s interest. In a fast-paced law firm environment that rewards efficiency and endurance - heavy workloads, tight deadlines, and long hours, it’s easy to overlook small details in favor of speed. However, lawyers who take a slower but surer approach often end up saving the client from unnecessary risk and preventing greater delays later on. Being thorough with a POA or any authorization isn’t perfectionism: it’s professionalism. 

That said, standardization also matters. While Thais are known for their creativity (something I deeply admire), certain documents like POAs should remain as uniform as possible to ensure validity. Of course, uniform doesn’t mean identical or impersonal. A POA can authorize many types of legal actions, but using overly broad templates that cover every imaginable task might pressure clients into granting more authority than they intend to. Clients can authorize their lawyers for specific matters or exclude certain powers like handling funds or settling disputes. Even when a lawyer has settlement authority, Section 12(2) of the Lawyer Council Regulations on Lawyer’s Ethics B.E. 2529 still requires that they inform their client before making any decision. For both my domestic and foreign clients who have embraced Thailand’s “sabai sabai” and “kreng jai” spirit, I truly appreciate the grace and patience you bring to the legal process. Still, I always encourage you to read carefully, ask questions and make sure the wording of the POAs, pleadings, settlement agreements and other documents fully reflect your intentions.

2. Corporate Transactions: Proof of Authority Matters More than Warranties

A valid authorization is equally crucial in contracts. Having co-drafted and revised numerous high-value Sale and Purchase Agreements (SPAs), I’ve often been questioned for emphasizing proof of authorization, yet one missing authorization can undo even the most well-drafted deal.

No matter which side of the transaction you represent, buyer or seller, both parties should always verify each other’s recent company registration certificates and confirm the number of authorized directors. The authorized director(s) or their representatives must sign the agreement, and relevant proof of authority should be attached. Company seals, though sometimes viewed as old-fashioned, still play an essential role, especially in share certificates or major transactions in Thailand. 

A flawless 100-page agreement means little if it is executed by someone without proper authority such as a minor shareholder. While contractual warranties usually confirm that both parties are duly authorized, these warranties are only truly useful when a dispute has already arisen. The real purpose of due diligence and contract drafting is to entirely prevent disputes, not to rely on warranties in fixing problems later. Ignoring doubts about authorization and relying solely on warranties is like building a beautiful house on weak foundations. This same principle applies to other key issues that require scrutiny; such as, verifying whether a company holds the proper license, ensuring a lease agrement is registered if it exceeds three years, and maintaining an up-to-date register of shareholders and share certificates since incorporation. 

From my client’s and the opposing counsels’ point of view, the existence of the warranties alone was adequate as it ensures the companies’ full right and authority to enter into and perform their obligations under all agreements in relation to such transaction. I agree that the warranties are indeed important and must be incorporated into the agreement no matter what; however, warranties are likely to be enforceable when a legal dispute has already arised. To my mind, the whole purpose of conducting due diligence and entering into a comprehensive contract in the first place is to avoid potential legal dispute, so sweeping any doubt regarding authorization under the rug called “warranties” is not financially or legally sound in practice. This actually applies to many other matters that should be scrutinized as much as warranted; such as, whether or not a company has the relevant license to conduct certain businesses, a registered lease agreement if the rental term is 3 years or more, an updated register of shareholders and share certificates for its shareholders since its incorporation date.  

3. Marital Property: When Consent Becomes Crucial

Even in family-related transactions, the questions of authorization matters more than we might think. In certain cases, I’ve requested the opposing counsel to provide the spouse’s written consent before their client proceeds with a significant transaction. Sometimes, my request was denied because the deal doesn’t fall under the list of acts in Section 1476 of the Civil and Commercial Code, which explicitly require spousal consent. However, in reality, legal disputes often arise not because the law is unclear, but because human emotions are involved. A spouse may later claim that marital property was used in a way they never agreed to, such as buying majority shares without consent. What began as a simple misunderstanding could end in litigation. Even if the law doesn’t explicitly require consent, seeking it can safeguard both parties from future conflicts. Furthermore, it’s a delicate reminder that even outside courtrooms and contracts, authorization is also about respect for your partner, your business and your shared assets.

4. Final Thoughts

Whether in litigation, corporate transactions, or family matters, a valid authorization is far more than a formality. It’s the foundation of legal integrity, client trust, and professional diligence. Taking the time to verify it upfront prevents disputes, protects your client, and reflects the quiet art of good lawyering.

Disclaimer and Contact

This article is provided for general information only and does not constitute legal advice. While I strive to keep my legal insights accurate and practical, changes in law or other factors may affect your decisions.

For tailored advice or assistance with verifying authorization or contract drafting, please contact me at: osa.chaichit@gmail.com

By: Osaris Chaichit