Signatory Authority
Contracts and Signature Authority FAQs
Any document or exchange of documents, whether hard copy or electronic, whether titled a contract, an agreement, or memorandum of understanding, whether in letter form standard contract, email or other form, that will commit Rutgers to pay another party for goods or services or commit Rutgers to provide goods or services to another party, can be a contract and bind Rutgers to its terms.
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Faculty and staff regularly receive proposed contracts from various educational institutions, outside agencies, vendors, and other third parties. Most contracts to which the University is a party (either on its own behalf or on behalf of a specific college, school, department or other unit of the University) should be reviewed by the Office of General Counsel. There are a few exceptions where OGC review is not necessary as a general rule including:
- Contracts to purchase goods and/or services that are reviewed and negotiated by University Procurement Services pursuant to the University Purchasing Policy (Policy 20.1.11). In the event University Procurement Services is not already involved in a proposed purchase agreement for goods or services, you should attach a copy of the proposed contract to a requisition in the RU Marketplace procurement system to initiate review by University Procurement Services.
- Sponsored research agreements are usually reviewed and negotiated by the University Office for Research.
Our office uses the term “contract” to cover any document that legally obligates Rutgers to pay for goods or services, or provide goods and services in exchange for a payment. Members of the university should know that contracts can come in many forms.
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Most contracts to which the University is a party (either on its own behalf or on behalf of a specific college, school, department or other subdivision of the University), should be reviewed by the OGC and signed by a University officer or a University officer’s duly authorized designee.
Signing contracts without the appropriate signatory authority is not within the scope of employment and could, under some circumstances, lead to the person who signed the contract being held personally liable for the contractual obligations.
The University has a Signatory Authority Policy, also known as the Signatory Delegation Policy, (Policy 50.3.13) outlining how authorized University officers m ay delegate signatory authority to various employees. The Signatory Authority Policy refers to a related signatory matrix which you should consult.
The Signatory Authority Policy is designed to be a clear and uniformly-followed policy regarding authority to execute contracts on behalf of Rutgers (either as to the entire institution or on behalf of a specific college, school, department or other subdivision of the University). University officers and employees must follow this policy to ensure compliance with appropriate fiscal and management controls.
One of the most widely used delegations of signatory authority is to make purchases consistent with the University Purchasing Policy (Policy 20.1.11), which authorizes University employees to make purchases (Quick Orders) for department/unit items under $5,000. This particular
authority is limited to the restrictions delineated in the University Purchasing Policy. Rutgers University Procurement Services handles or oversees most purchasing transactions. Please see the University Procurement Services website for detailed information on the services it provides. -
The OGC can notarize work-related documents including but not limited to contracts, affidavits, and trusts. Please email legal@ogc.rutgers.edu or call 848-932-7697 for more information.
Signatory Authority Policy
The Signatory Authority Policy, also known as the Signatory Delegation Policy, is designed to be a clear and uniformly-followed policy regarding authority to execute contracts on behalf of Rutgers, The State University of New Jersey, and all legal entities under its control (collectively, “Rutgers”) with outside persons and entities.
It is required that individuals follow this policy to minimize financial, legal, and related risks and to ensure that appropriate fiscal and management controls are in place for the betterment of the institution.
The primary reasons for this policy are to:
- Identify those individuals with signatory authority
- Set forth the university’s expectations of individuals who sign contracts on its behalf
- Establish a signatory authority delegation procedure
- Highlight certain provisions of existing University policy that must be considered prior to the execution of any contract
Signatory Policy Matrix
The Signatory Authority Policy requires a valid and effective delegation of authority before individuals may execute agreements on behalf of the university consistent with all other applicable university purchasing and agreement-related policies and procedures. The Office of the Senior Vice President and General Counsel maintains the Signatory Authority Matrix, a list of individuals who have delegated authority to execute certain contracts.
Direct questions on this topic to Robert P. Roesener | rroesener@ogc.rutgers.edu
Signatory Authority Delegation Form
Section III of the Signatory Authority Policy provides the procedure for proper delegation of Signatory Authority. All delegations of authority must be in writing and delegators should use the following form to make a proper delegation according to the policy.
Once completed, the Signatory Authority Delegation Form must be emailed to the Office of the Senior Vice President and General Counsel.