Exceeding the Manager's Powers and Ratification

When the manager performs an act that exceeds the limits of the mandate, that act in principle falls on the manager, unless the owners' meeting ratifies it. This is the rule of Article 1711 of the Italian Civil Code: a mandatary who oversteps the bounds of their powers acts as if they had no authority, and the condominium is not automatically bound. Subsequent ratification is the tool by which the meeting can adopt the act as its own, curing the excess of power and taking on its effects.

When there is an excess of powers

An excess of powers occurs when the manager decides on matters reserved to the meeting or goes beyond the limits set in resolutions and in the budget. This area typically covers extraordinary maintenance works of significant amount, active litigation that is not merely conservative, unbudgeted spending commitments, and the signing of contracts beyond ordinary administration. In these cases the mandate provides no cover and the act is performed without the necessary power.

The act falls on the manager

The immediate effect of the excess is that the act produces effects not in the sphere of the condominium but in the manager's personal sphere. Internally, this means that an expense incurred beyond the powers cannot be charged to the owners and remains on the manager, unless ratified. This protects the community, which cannot have commitments imposed on it that were assumed without the consent of the competent body.

Ratification by the owners' meeting

Ratification is the declaration of will by which the meeting approves the excessive act after the fact, bringing it back within the mandate. It must come from the competent body and be formed with the majorities required for the matter the act concerns: to ratify an extraordinary expense, the quorums set for that type of decision are needed. Once given, ratification cures the manager's initiative and transfers its effects to the condominium.

• It must concern a specific act, placed on the agenda
• It must be adopted with the majorities proper to the matter ratified
• It operates retroactively, as if the act had been authorized from the outset
• It cannot prejudice rights of third parties acquired in the meantime

The typical case of urgent works

The most frequent case of ratification concerns urgent works. Article 1135, final paragraph, allows the manager to order on their own initiative extraordinary maintenance works of an urgent nature, with the duty to report them to the first meeting. Here the excess of powers is permitted by law because of the urgency, but the act must still be submitted to the meeting to assess its necessity and approve the expense. If the urgency did not exist, ratification may be refused and the expense remains with the manager.

Effects toward third parties

The relationship with third parties deserves attention. Those who contract with the manager rely on the manager's representation of the condominium, and case law tends to protect the reliance of a good-faith third party. Externally, therefore, the condominium may be bound toward the supplier even where, internally, the manager exceeded their powers. In that case the condominium that paid may seek recovery from the manager for the unauthorized part, but cannot raise the excess of mandate against the third party to escape liability.

What the prudent manager does

To avoid personal liability, the prudent manager brings before the meeting every initiative that might exceed the limits of ordinary administration, documents the urgency when acting without a resolution, and requests ratification at the first opportunity. Keeping acts covered by the mandate separate from those that exceed it, and preserving evidence of both, is the best defense against challenges and against the risk of being charged with expenses the owners do not recognize.

Distinguishing what is authorized from what needs ratification is easier when resolutions, budgets and expenses are linked and easy to consult. AmministraPro helps the manager maintain this traceability and prepare the items to submit to the meeting for ratification. You will find the features at /funzioni and the plans at /prezzi.