============================== CFJ 2137 ==============================
If a partner acts on behalf of a partnership to cast a vote, that
vote is still cast by that partner, and is thus subject to that
partner's voting limit.
Called by Murphy: 15 Aug 2008 06:42:55 GMT
Assigned to G.: 15 Aug 2008 07:09:28 GMT
Judged FALSE by G.: 15 Aug 2008 17:39:51 GMT
These are possible reductio ad absurdum examples in favor of
overturning the precedent of CFJs 2050 and 2090.
Note the judgement of CFJ 1895, which draws a distinction between
"act on behalf of" (contracts) and "act as if e held a particular
Judge G.'s Arguments:
For the following, we shall refer to the person authorized to act
on behalf of someone else as the "Holder" of a Power of Attorney (PoA),
and the someone else who gave it as the "Grantor" of the PoA.
The language of "acting on behalf of someone" has (in the last several
years) been fraught with difficulty. Even when power of attorney was
defined in the Rules (e.g. R1842/1) , there were questions of whether
a Holder's message of:
"I act on behalf of AFO to cause the AFO to cast a vote on..."
was the same as:
"Acting on behalf of the AFO, I cast a vote on..."
Strictly literally, the first one reads as if the Holder were treating
the AFO as a puppet (i.e. an avatar), and the second reads as if the
preamble was meaningless and the Holder was casting the holders' votes.
Neither one is precisely what is intended. Judge root, in CFJ 1312,
explored this language issue, and found that flexibility is desirable
when choosing the exact grammar and tenses of an "act on behalf of"
attempt. Provided that the identity of the Holder, the Grantor, and the
intent to act "on behalf of" is reasonably clear, the varied forms of
stating the message are inconsequential to what legal fiction the message
creates in Agora: we should treat then all as setting up the same type
of legal fiction regardless of form.
The question is, what does this legal fiction consist of?
What is really going on is the following:
"Acting as a communications agent for the Grantor, I hereby
send the message that the Grantor announces "I do X."
or seen from the outside (third person), it is clear that what we mean
is that "the Holder announces that the Grantor casts the Grantor's votes
by (the Grantor's) announcement."
Assuming this legal fiction is a "double announcement" is necessary to
avoid conundrum. On one hand, as a "communications agent", the Holder
is not an automatic machine; e as discretion over the circumstances of
the message; for example, the timing of sending the message (e.g. the
domain of control). As such, we have held in the past that the message
itself comes from the Holder, not the Grantor (CFJ 1303, and the
underlying nature of "persons" from CFJ 1895). So one tradition holds
that "messages" are always sent by the Holder ("the holder announces").
On the other hand, for Speech Acts, it is the Act of Announcement that
causes the action to happen. In CFJ 1719, where Zefram found that:
"... game custom is generally permissive in this respect.
It is entirely possible for one person to send a message on behalf of
So for the action to be successful, we must use the a different tradition,
that "the Grantor Announces".
Fortunately, these are not mutually exclusive.
Therefore, this court finds that an "on behalf of" message contains two
announcements, one "physical" announcement made by the Holder and one
"legal fiction" announcement made by the Grantor. Note that legal fiction
announcements may have different properties than "actual" announcements
(e.g. domain of control) but this does not mean they are ineffective.
For this CFJ, the important realization is that the content of the
Holder's announcement is merely that the Grantor announces something, and
the success or failure of the Holder's announcement is based solely on
whether the Holder has PoA authority for acting on behalf of the Grantor
for making the Grantor's announcement, and *not* based on whether the
Grantor's announced action is or can be successful. Therefore, the
Holder's announcement in general has no direct bearing on the Holder's
assets or votes.