8.4 Signatory Authority
A Principal Investigator (PI), Department Chair, Dean, or other University of Utah employee should never sign a sponsored projects proposal, contract or grant on behalf of the University unless they have been given actual authority to do so by someone with statutory authority to delegate such power to them.
Currently, statutory authority to sign these types of agreements rests in the Utah Board of Regents. This authority is derived from the Utah Constitution, Article X Section 4, and, more specifically, is granted to the University, subject to the supervision and control of Board of Regents by Utah CodeAnn. Sections 53B-1-102(4), 53B-1-103 (2)(a) and 53B-7-103. The Board of Regents has granted authority over signing contracts to the Board of Trustees, in Regents Policy R220 22.214.171.124. The Trustees have implemented this signatory authority in University Regulations Library Policy 3-004. This policy specifically designates the Office of the Vice President for Research as the signatory authority on all contracts, grants, agreements and/or proposals and applications for sponsored projects. The Vice President for Research has delegated this signatory authority to the Director of the Office of Sponsored Projects. While this policy does not preclude PI's, Department Chairs, Deans, and other individuals from signing internal processing documents, the Director of the Office of Sponsored Projects must sign actual sponsored project contracts and grants for the University.
Before an agreement can be enforced against a state entity, it must be signed by a person with specific statutory authority to sign on behalf of the state. Authority must be ACTUAL authority and cannot be delegated unless a state's statute or constitution allows such delegation. Delegation must be made as prescribed in the statute. As described above, for research grants and contracts, this authority has been delegated to the Director of the Office of Sponsored Projects. Therefore, if a sponsored project proposal or award is NOT signed by the Director of the Office of Sponsored Projects, the Vice President for Research, the Board of Trustees, or the State Board of Regents, the contract or grant is void and unenforceable against the University.
Faculty or staff may sign a consulting agreement as a private individual in accordance with University policy. (See the Regulations Library and Independent Consultant and Independent Contractor Professional Service Agreements Policy 3-111)
Key reasons behind the policies relating to signatory authority include:
- Protecting the University of Utah and individual University employees from legal liabilities; and
- Maintaining University compliance with University, State, Federal, and private contract regulations and requirements while performing research and services inherent in sponsored projects.
Any Principal Investigator or other University employee who contemplates signing a research proposal or agreement on behalf of the University without actual authority to do so assumes extensive personal legal liability. The Principal Investigator or employee should remember the following potential consequences of signing without authority:
- Because the individual does not have the signatory authority to bind the University of Utah to a contract, the University is not bound by that agreement and is not obligated to provide lab or office space, personnel, or any other support to the PI in carrying out the work described in the sponsored agreement.
- If a University of Utah employee uses University facilities and personnel to conduct research or other sponsored activities not otherwise approved through proper University procedures, the employee may be subject to discipline for misappropriation of governmental property and/or resources.
- Without an authorized signature, only the individual who signed the agreement is personally liable for performance of the agreement and adherence to all of the laws, rules and regulations relating to the agreement, including, but not limited to, the Internal Revenue Code and state tax laws. If signed without authority, taxes may be imposed on the entire amount of research funding as the personal income of the individual.
- A PI or other employee who signs a proposal or agreement without authority to do so may be subject to claims by the sponsor of the project or the University for fraud or misrepresentation if the PI led the sponsor to believe that he/she did indeed have the authority to sign on behalf of the University of Utah.
- The professional reputation of a PI may suffer if a PI is required to go back to an organization after an unauthorized signature has been given and explain that the sponsor does not have a legally binding agreement with the University of Utah.
- The University Regulations Library Policy 7-003 governs intellectual property rights generated from a sponsored project. If the PI or employee seeks to invent something independently, it is crucial to proceed under Research Policies Part 7 and Policy 5-204. Signing an agreement without authority does not insulate the employee's intellectual property rights from these policies, which presume that any invention created in a University-related activity, using University time, facilities, equipment or materials belongs to the University.