Tehinguvõime

Tehinguvõime, or contractual capacity, is the ability to enter into legally binding civil transactions. In Estonian law it applies to natural persons as well as to legal persons, and it determines whether a person can independently conclude valid contracts and other binding acts. The rules are set out in the Võlaõigusseadus and related legislation.

For natural persons, tehinguvõime generally depends on age and mental capacity. Full tehinguvõime is typically attained at adulthood. People under the age of majority have restricted tehinguvõime and usually require a guardian or other legal representative to conclude contracts that bind them. Some everyday acts and smaller transactions may be performed without separate authorization, depending on the nature and value of the act. If a person lacks tehinguvõimet due to mental incapacity or temporary incapacity, contracts entered into by that person can be voidable or without legal effect, and protective measures or guardianship may apply.

For legal persons, tehinguvõime arises from their legal status and is exercised through their organs and authorized representatives, such as directors or managers, within the scope of their authority. Acts outside the authorized mandate generally do not bind the legal person unless they are subsequently ratified or otherwise sanctioned by the organization.

In practice, tehinguvõime affects the validity and enforceability of contracts, the ability to sue or be sued, and the binding force of acts conducted on behalf of another person or entity. The concept serves to balance personal autonomy with the need for reliable and predictable legal transactions.