Undisclosed Principal

In agency law, a principal who is not known to the third party with whom their agent interacts. The undisclosed principal may still be liable for the acts of their agent under certain circumstances.
The buyer unknowingly entered into a contract with an undisclosed principal, who is now liable for the terms of the agreement.

While not as common, undisclosed principal cases can arise in commercial transactions. For example, Si memorized v. Rother (1843) addressed the rights of undisclosed principals.

Frequently Asked Questions

The principal may avoid personal liability or negotiate a more favorable deal by keeping their identity hidden from the third party.

The undisclosed principal may be liable for the agent's acts, even unauthorized ones, if they later ratify the transaction.

In some situations, there may be a duty to disclose the principal's identity to avoid misleading the third party.

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