Also known as: stand in · standins · substitute · proxy · surrogate
Written by attorneys · grounded in primary & secondary sources — see below
A substitute person or thing authorized to perform a function or fulfill an obligation in place of another.
Select any source to read its text and confirm it supports the definition.
Stella Shapiro owns shares in Stonehaven Properties and cannot attend the annual meeting. She signs an appointment form authorizing Skylar Sullivan to vote her shares. The inspector of elections receives the form and counts Skylar's votes as Stella's. Stonehaven Properties accepts the proxy's actions as binding on Stella.
Sebastian Santos, an alien detained as an enemy combatant, receives a military commission proceeding instead of full habeas corpus. The substitute process allows him to challenge the President's detention authority, contest fact-finding, introduce later-discovered exculpatory evidence, and seek release. The court finds the substitute adequate under constitutional standards.
Summit Bank contracts to buy goods from Spectrum Financial. Spectrum tenders nonconforming goods that it reasonably believed would be acceptable. After rejection, Spectrum seasonably notifies Summit and tenders conforming goods within a further reasonable time. The court holds the substitute tender cures the breach.
Sophia Singh agrees to deliver specific equipment to Stephen Shaw. A supply shortage makes the exact performance impracticable. Sophia renders a commercially reasonable substitute that fulfills the contract's essential purpose. The court finds the substitute performance discharges her duty.
Serena Soto's will devises property to her brother who predeceases her. The antilapse statute directs the property to the brother's surviving descendants as substitute takers. The court applies the statute and awards the property to the descendants rather than allowing lapse.
Solstice Ventures executive Sophia Singh cannot attend her wedding due to travel. She authorizes Sebastian Santos in writing to act as her proxy at the solemnization. The officiant performs the ceremony with the proxy present. The state recognizes the marriage as valid.
An appointment of a proxy becomes effective when the signed form or electronic transmission is received by the inspector of election or authorized officer. The corporation may then accept the proxy's vote as the shareholder's own action.
Supporting sources
A meaningful substitute must permit the detainee to challenge the authority for indefinite detention, contest commission fact-finding, introduce post-proceeding exculpatory evidence, and seek release. Categorical denial of review without such a substitute violates the Suspension Clause.
…opinion for the Court in Skrupa put it: "We have returned to the original constitutional proposition that courts do not substitute their social and economic beliefs for the judgment of legislative bodies, who are elected to pass laws." Id. , at 730.[^maj-1] Barely two years later, in Griswold v. Connecticut , 381…
…to interrogation. No amount of circumstantial evidence that the person may have been aware of this right will suffice to stand in its stead: Only through such a warning is there ascertainable assurance that the accused was aware of this right. If an individual indicates that he wishes the assistance of counsel before…
…not long survive, while a decision which builds on what has survived is likely to be sound.[^maj-8] No formula could serve as a substitute
…the Court has no power to add to or subtract from the procedures set forth by the Founders. I realize that it is far easier to substitute individual judges' ideas of "fairness" for the fairness prescribed by the Constitution, but I shall not at any time surrender my belief that that document itself should be our guide, not…
…be thought to be reflected in the understood meaning of the text they enacted—not, as the dissent suggests, as a freestand
Supporting sources
When the seller had reasonable grounds to believe the original tender would be acceptable, seasonable notice to the buyer permits a further reasonable time to deliver conforming goods. The substitute tender satisfies the contract if timely.
Supporting sources
If part of performance becomes impracticable but substantial performance remains possible through a reasonable substitute that the obligor is duty-bound to render, the duty to perform the remainder continues. The obligee may agree to accept the substitute.
Supporting sources
Antilapse statutes provide that a devise to a predeceasing relative passes to the devisee's surviving descendants as substitute takers. The statute supplies a rule of construction that prevents lapse when the stated conditions are met.
Supporting sources
The absent party must authorize a third party in writing to act as proxy. The solemnization ceremony then proceeds with the proxy present, and the resulting marriage receives legal recognition in states that permit the practice.
Supporting sources