Is a person authorized to act or represent another person in dealing with third party?
What Is the Principal-Agent Relationship?The principal-agent relationship is an arrangement in which one entity legally appoints another to act on its behalf. In a principal-agent relationship, the agent acts on behalf of the principal and should not have a conflict of interest in carrying out the act. The relationship between the principal and the agent is called the "agency," and the law of agency establishes guidelines for such a relationship. Show
Principal-Agent RelationshipKey Takeaways
Understanding a Principal-Agent RelationshipA principal-agent relationship is often defined in formal terms described in a contract. For example, when an investor buys shares of an index fund, he is the principal, and the fund manager becomes his agent. As an agent, the index fund manager must manage the fund, which consists of many principals' assets, in a way that will maximize returns for a given level of risk in accordance with the fund's prospectus. Agents have an obligation to perform tasks with a certain level of skill and care and may not intentionally or negligently complete the task in an improper manner. The principal-agent relationship can be entered into by any willing and able parties for the purpose of any legal transaction. In simple cases, the principal within the relationship is a sole individual who assigns an agent to carry out a task; however, other relationships under this guise have a principal that is a corporation, a nonprofit organization, a government agency or a partnership. The agent is most often an individual capable of understanding and ultimately carrying out the task assigned by the principal. Common examples of the principal-agent relationship include hiring a contractor to complete a repair on a home, retaining an attorney to perform legal work, or asking an investment advisor to diversify a portfolio of stocks. In each scenario, the principal is the individual seeking out the service or advice of a professional, while the agent is the professional performing the work. Special ConsiderationsWhether the principal-agent relationship is expressed clearly through a written contract or is implied through actions, the principal-agent relationship creates a fiduciary relationship between the parties involved. This means the agent acting on behalf of the principal must carry out the assigned tasks with the principal's best interest as a priority. The agent is responsible for completing tasks given by the principal so long as the principal provides reasonable instruction. Additionally, the agent has an obligation to perform tasks that will not intentionally harm the principal. A duty of loyalty is also implied within the principal-agent relationship, which requires the agent to refrain from putting himself in a position that creates or encourages conflict between his interest and the interest of the principal, also known as the principal-agent problem. Given the nature of companies, it is common for them to enter into contracts with third parties by way of an agent. This article explores some of the legal protections for third parties that enter into a contract with a company through its agent and arguments available to a company seeking to disclaim an agreement in those circumstances. In particular, we examine the concept of ostensible authority and how a company can be bound by the acts of its agent when the scope of the agent’s authority may be questioned. Defining the company agency relationshipThe case of International Harvester Co of Australia Pty Ltd v Carrigan’s Hazeldene Pastoral Co (1958) stated that the agency relationship in the context of a company is a relationship “involving authority or capacity in one person to create or affect legal relations between another person or company and third parties”. The company agency relationship may arise by:
Extent of the agent’s authorityAn agent must only act within their authority. In circumstances where an agent acts outside of their authority (ie. entering into an agreement with a third party on behalf of the company which is outside the scope of their authority) the company will not be bound. There are two types of authority that an agent may hold:
Ostensible authorityAn agent's ostensible authority is the authority as it appears to others, regardless of any limit to the agent's authority agreed between company and agent. Ostensible authority can arise as a matter of law even where the company did not give consent. This is in contrast to actual authority which does not exist without the company’s consent, either express or by acquiescence. Requirements for ostensible authority to existA company can represent (by words or conduct) to an outsider that another person has a certain extent of authority. If the outsider becomes aware of the representation and, acting reasonably, transacts business with the apparent agent, the company will be estopped from denying the representation. The person held out by the company will be treated as having had ostensible authority. For a company to be bound by acts of persons having ostensible authority to act on its behalf, several common law requirements must be satisfied. In Freeman & Lockyer (A Firm) v Buckhurst Park Properties (Mangal) Ltd, Diplock LJ stated four conditions, three of which are relevant to Australian companies:
An outsider cannot claim a contract with any company where the outsider has knowledge that there was no actuality given to the apparent agent. Further, an outsider cannot argue for an ostensible authority if a reasonable person in the outsider’s position would have had doubts as to whether the agent had the authority to enter into the transaction. Indoor management rule and ostensible authorityAt common law, if an outsider entered into a contract with a person who purported to act for the company but who did not have relevant authority, the contract (unless ratified) was voidable at the company’s option. To overcome this problem, the common law developed the indoor management rule (IMR). The IMR is now included in Part 2B.2 of the Corporations Act 2001 (Cth) (Act). Section 128 of the Act outlines the entitlement to make assumptions and section 129 specifies what assumptions can be made. Under the IMR, an outsider dealing with a company in good faith and without any notice or reasonable grounds for suspicion of wrongdoing is not affected by any actual misconduct by the company in a matter of internal regulation or management. This means an outsider is not obligated to check whether internal action has been taken and may assume that all the company's internal steps have been fulfilled. Under section 129(3) a person can make the assumption that anyone who is held out by the company to be an officer or agent of the company:
Where there is a dispute regarding the authority of a company's officer or agent in relation to dealings with a company, the onus of proof is on the outsider to establish:
Key takeawaysOver time, and from our examination of the legal measures in place, it is clear that the law has endeavoured to strike a balance between the efficient use of agents by companies in business transactions and the protection of third parties dealing with companies in those transactions. Whilst there are protections in place, there are still areas of vulnerability for third parties entering into agreements with a company’s agent that every party involved in the agreement should keep in mind. In relevant circumstances, we suggest that parties:
Should you have any questions in relation to this bulletin, please contact the writers to discuss. Authors: Gavin Stuart, Emma Boyce & Gabriella Porcu What is a person authorized to act on behalf of another?Key Takeaways
A power of attorney is a legal document that gives one person the power to act for another person. The person who receives the authority is the agent or attorney-in-fact while the subject of the POA is the principal.
Which contract person represents another person?As defined in Section 182 of the Indian Contract Act, 1872, an agent is a person employed to do any act for another, or to represent others in dealings with third parties and the person for whom such act was done or who was so represented was so-called “the principal”.
Who can act as an agent between the principal and third persons?184. Who may be an agent. —As between the principal and third person any person may become an agent, but no person who is not of the age of majority and of sound mind can become an agent, so as to be responsible to his principle according to the provisions in that behalf herein contained.
When one person is appointed to act on behalf of other or to represent the other in transaction relating to contract with some third party it is known as contract of?182. 'Agent' and 'principal' defined. —An 'agent' is a person employed to do any act for another, or to represent another in dealings with third person. The person for whom such act is done, or who is so represented, is called the 'principal'.
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