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Undisclosed principal: Difference between revisions
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An [[undisclosed principal]] is a {{tag|principal}} whose identity the {{tag|agent}} has not revealed. A [[principal]] you don’t know is a principal you can’t ''sue''. | An [[undisclosed principal]] is a {{tag|principal}} whose identity the {{tag|agent}} has not revealed. A [[principal]] you don’t know is a principal you can’t ''sue''. | ||
It does not — or at any rate, ''ought'' not — apply where an [[agent]] has neglected to mention the agency relationship altogether. An [[agent]] who has failed to reveal he is an agent at all (regardless for whom) — call that fellow an “[[undisclosed agent]]” — is, in [[Amwell J|this commentator]]’s contrarian opinion, better known as a “[[principal]]”. Or a ''liar''. but the law | It does not — or at any rate, ''ought'' not — apply where an [[agent]] has neglected to mention the agency relationship altogether. An [[agent]] who has failed to reveal he is an agent at all (regardless for whom) — call that fellow an “[[undisclosed agent]]” — is, in [[Amwell J|this commentator]]’s contrarian opinion, better known as a “[[principal]]”. Or a ''liar''. but the law takes a kinder view, about which you can read a lot more [[undisclosed agent|here]]. | ||
Back to a [[disclosed agency]] with an [[undisclosed principal]]. Where an [[agent]] strikes a bargain without revealing its [[principal]]’s identity, it puts its counterparty at a disadvantage, since the counterparty does not, and cannot, know against whom it should seek to enforce the bargain. Here the [[agent]] cannot escape responsibility if the [[principal]] fails. | Back to a [[disclosed agency]] with an [[undisclosed principal]]. Where an [[agent]] strikes a bargain without revealing its [[principal]]’s identity, it puts its counterparty at a disadvantage, since the counterparty does not, and cannot, know against whom it should seek to enforce the bargain. Here the [[agent]] cannot escape responsibility if the [[principal]] fails. | ||
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The [[common law]]’s rather practical response is to make the [[agent]] ''de facto'' personally responsible for performance of the [[contract]] on behalf of its [[undisclosed principal]]. It is the agent’s problem to sort it out with its own client. | The [[common law]]’s rather practical response is to make the [[agent]] ''de facto'' personally responsible for performance of the [[contract]] on behalf of its [[undisclosed principal]]. It is the agent’s problem to sort it out with its own client. | ||
:''It is unquestionably the general rule of our law that an [[undisclosed principal]], when subsequently discovered, may, at the election of the other party, if exercised within a reasonable time, be held upon all simple [[non-negotiable]] contracts made in his behalf by his duly authorized {{tag|agent}}, although the contract was originally made with the {{tag|agent}} in entire ignorance of the {{tag|principal}}.'' | |||
''It is unquestionably the general rule of our law that an [[undisclosed principal]], when subsequently discovered, may, at the election of the other party, if exercised within a reasonable time, be held upon all simple [[non-negotiable]] contracts made in his behalf by his duly authorized {{tag|agent}}, although the contract was originally made with the {{tag|agent}} in entire ignorance of the {{tag|principal}}.'' | ::Mechem on Agency, 2nd Ed., § 1731 | ||
::Mechem on Agency, 2nd Ed., § 1731 | |||
This is correctly described as still being an agency obligation, but an unconditional one: The [[agent]] must, unconditionally, perform the contract on behalf of its undisclosed principal and then make its own arrangements with the principal for reimbursement of moneys paid out (or received) on its behalf. The agent’s other remedy is to disclose the principal and invite the agent to take matters up with it directly — but even in this case the counterparty may elect to require the agent to perform the bargain. | This is correctly described as still being an agency obligation, but an unconditional one: The [[agent]] must, unconditionally, perform the contract on behalf of its undisclosed principal and then make its own arrangements with the principal for reimbursement of moneys paid out (or received) on its behalf. The agent’s other remedy is to disclose the principal and invite the agent to take matters up with it directly — but even in this case the counterparty may elect to require the agent to perform the bargain. | ||
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