LAW 561-002 – Business Associations

Third Party Liability to Principals


If an agent acting for a disclosed or partially disclosed principal has authority, the third party is bound as well as the principal unless the contract provides otherwise. R3A § 6.01(1). R3A § 6.02(1).

If the principal is undisclosed and the agent has authority, the third party is bound to a contract unless:

  1. the principal's existence is fraudulently concealed, or
  2. the third party is induced to enter into the contract by a representation that the agent was acting for himself and the agent or principal has notice that third party would not have dealt with the principal.

R3A § 6.11(4).

An undisclosed principal cannot require a third party to accept its performance instead of its agent's or render performance to it instead of its agent if this substitution substantially changes the performance contracted for or the nature of the third party's obligation. R3A § 6.03.