Vicarious Liability is a common
legal principle whereby a principal is automatically responsible for the actions
of the principal’s employees, agents, servants and invitees – basically any
person acting on behalf of the principal. It commonly arises in the
employer/employee relationship, where the employer will be liable to third
parties for any damages sustained as a result of the actions of an employee. This
clause therefore precludes the Tenant from denying liability for any breach
committed by the party representing the Tenant, even where such party was
acting beyond the scope of the powers granted to it by the Tenant. An example
would be that the person concluding the lease did not have the authority to do
so. By virtue of the provisions of this clause, the Tenant would not be able to
escape liability to the Landlord, even if the person signing the Lease did not
have the authority to do so. This should, in any event, not occur if a valid
Resolution has been requested by the Landlord.