Officiële Toelichting

This Article makes it clear that not all the grounds of invalidity of a contract to be found in the various national legal systems fall within the scope of the Principles. This is in particular the case of lack of capacity. The reason for its exclusion lies in both the inherent complexity of questions of status and the extremely diverse manner in which these questions are treated in domestic law. In consequence, matters such as ultra vires will continue to be governed by the applicable law.

As to the authority of organs, officers or partners of a corporation, partnership or other entities to bind their respective entities, see Comment 5 on Article 2.2.1.