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Whether the filing of the petitions here was authorized or
ratified by Starvest is a question of fact to be determined based
on principles of agency. See Adams v. Commissioner, 85 T.C. 359,
369-372 (1985); Kraasch v. Commissioner, 70 T.C. 623, 627-629
(1978). "Authority to do an act can be created by written or
spoken words or other conduct of the principal which, reasonably
interpreted, causes the agent to believe that the principal
desires him to so act on the principal's account." See 1
Restatement, Agency 2d, sec. 26 (1958). "Unless otherwise
provided by statute, a written authorization is not necessary for
the execution of a writing." See 1 Restatement, Agency 2d, sec.
30. The actions of a corporation are manifested through the
actions of its corporate officers, directors, and employees, as
well as through those acting on behalf of or at the direction of
the aforementioned corporate representatives.
Starvest's current directors and officers have limited
knowledge of the company. Further, they have limited involvement
in the day-to-day operations of the business. The company does
not appear to have had regular shareholder, board, officer, or
other meetings. Instead, Starvest was operated and represented
on a daily basis by Jacques de Bruijn.
While Mr. de Bruijn was the former president, secretary,
treasurer, and director of Starvest, he held no official position
with the corporation at the time the petitions in these cases
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