Esindaja

Esindaja is a term used in Estonian law and everyday language to denote a person who acts on behalf of another person or entity. In English, esindaja translates roughly as representative, agent, or proxy. An esindaja is empowered to perform legal acts for the represented person (the principal) within the scope of the authorization granted. Authorization can be given by a power of attorney (volikiri) or through a representation agreement (esindusleping) and can be general or limited to specific acts or periods. The principal remains legally bound by the esindaja’s acts conducted within the authorized scope; acts beyond that scope generally do not bind the principal unless the principal ratifies them or third parties reasonably believe authority exists.

In corporate and organizational contexts, an esindaja may sign contracts, negotiate terms, or represent the entity in meetings and public dealings. Appointment is typically formalized in statutes, articles of association, or internal regulations, and the authority may be revoked or amended by the principal.

The concept is a fundamental part of civil and commercial law, balancing the need for efficient representation with the risk of misused power. Ethical duties include acting in the principal’s best interests, avoiding conflicts of interest, and maintaining confidentiality where appropriate.

Etymology: the noun esindaja derives from the Estonian verb esindama, “to represent,” describing a person who represents another.