Formarea multistratificată a voinţei juridice a persoanei juridice de drept privat. Inaplicabilitatea, în principiu, a sancţiunii nulităţii contractelor încheiate cu nerespectarea regulilor de formare a voinţei juridice // The multi layered formation of the legal will of the private legal entity. The inapplicability, as a general rule, of the sanction of nullity to contracts concluded without adherence to the rules for the valid formation of the legal will

Abstract

The legal will of the private law moral persons is structured and formed according to the same mechanism legally recognised for the natural person. The inner dimension of the legal will of moral persons is not a cognitive process, but the consequence of a set of legal and statutory procedures that replace the cognitive process. This institutional process also benefits from the legal assumptions of existence and legality of the cause, and these assumptions can be overturned by the analysis of the statutory process. The sanction of relative nullity for the lack of cause cannot be applied even in the case of the total absence of the statutory process relevant for the formation of the internal dimension of the legal will, while the act concluded with third parties is in most situations opposable to the moral person and cannot be challenged in court with nullity. The bases for this solution are the acknowledgement of the multilayer formation of the legal will of moral persons and the adoption in the Romanian legal system of the Repräsentationstheorie ideology.

Keywords

• moral person
• mandate
• power of representation
• cause
• consent
• nullity
• non opposability