Undisclosed principal: Difference between revisions

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-A legal conundrum most relevant in the context of [[agency]] orders for [[securities]] and [[derivatives]] placed with a [[broker-dealer]] by an [[asset manager]] in bulk on behalf of several clients. Typically the [[agent]] will place the order first, and advise the [[executing broker]] of the identity of the [[principal]]s to whom the securities should be allocated later in the day.
-The question arises: who is liable for those executed transactions ''in the mean time''? The [[broker]] doesn't know who the principal is, so can hardly take up matters with it directly. On the other hand, [[asset manager]]s will hotly deny any kind of personal liability, appealing to their regulatory status, meagre capitalisation, or sheer importance as a valued client in intimating that this risk ought to be the [[broker]]'s problem.
-So much bunk — all of these reasons.
 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 is not — or 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 takesa kinder view, about which you can read a lot more [[undisclosed agent|here]].
+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 takesa 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.
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 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.
+===Unallocated trades===
+{{unallocatedtrades}}
 ===See also===
 *{{tag|agent}}
 *{{tag|principal}}
 *[[Undisclosed agent]]