LAW 561-002 – Business Associations

Agent Liability to Third Parties


If an agent contracts with a third party on behalf of a disclosed principal, the agent is not liable on the contract absent a contrary agreement. R3A § 6.01(2). However, if the principal is undisclosed or only partially disclosed, the agent is normally liable on the contract. R3A § 6.02, R3A § 6.03.

An agent who purports to act on behalf of a principal impliedly warrants that he has authority unless he disclaims such a warranty or the third party knows he lacks authority. R3A § 6.10.