This chapter discusses the law of agency, which is a complex, subtle, and often misunderstood subject. Understanding it is, however, important, especially given the extent to which it can affect commercial and other areas of the law. It has also been established that, for many businesses, the use of agents is invaluable, and significant areas of commercial activity could not continue without the existence of agency. Several basic foundation issues relating to the law of agency, such as the sources of agency law and the various types of agent that exist, are discussed here. The chapter begins by determining the legal meaning of ‘agency’. Unfortunately, whilst many definitions of agency exist, the concept is ‘notoriously slippery and difficult to define’, according to Bowstead and Reynolds. The chapter also looks at the various forms of agent, including the development of the commercial agent.
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Chapter
3. An introduction to the law of agency
Chapter
6. Relations between principal and agent
This chapter discusses the legal relationships that exist between the principal and agent, and, in particular, focuses on the duties that each party owes to the other. The precise scope and content of these duties will depend upon a number of factors, including whether the agency is contractual or gratuitous, whether the agent is acting within the scope of his authority, whether the agent is a specific type of agent upon whom extra duties are placed, and whether the agent is a commercial agent or not. There are legal relationships that can exist between the three parties involved in a typical legal relationship, namely, the relationships between principal and agent, between principal and third party, and between agent and third party. The chapter begins by discussing the duties that an agent owes to his principal.
Chapter
7. Relations between principal and agent
D Fox, RJC Munday, B Soyer, AM Tettenborn, and PG Turner
This chapter focuses on the rights and obligations of the principal and the agent between themselves, whether arising from a contract between them or from the fiduciary nature of their relationship. However, those rights and obligations may also derive from other sources, for example tort, statute, or the law of restitution. There is detailed consideration of the duties of the agent, such as the duty of care and skill and fiduciary duties, as well as the rights relating to remuneration, reimbursement and indemnity, and lien. The chapter also discusses the ways by which agency may be terminated.
Chapter
15. Privity of Contract Under the Law of Agency
M P Furmston
This chapter discusses the law on contracting through agents. It covers the place of agency in English law; the formation of agency; the position of principal and agent with regard to third parties; unauthorized acts of the agent; and termination of agency.
Chapter
23. Agency
Jack Beatson, Andrew Burrows, and John Cartwright
Agency is the relationship that exists where one person (the principal) authorizes another (the agent) to act on its behalf and the agent agrees to do so. This Chapter discusses the modes of agency creation and the different kinds of agency, and the effect of agency: (a) the relations between the principal and third parties; and (b) the relations between the agent and third parties.
Chapter
13. The relationships created by agency: the rights and liabilities of the parties
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter focuses on the relationships created by agency, namely, the rights and liabilities of the agent, the principal, and the third party. It first explains disclosed agency as opposed to undisclosed agency with regard to the contract made by the agent, and then, after discussing the rights and liabilities of the principal and the third party, considers the rights of the agent against their principal, including remuneration, indemnity, and lien. The chapter examines the agent’s two kinds of duty to their principal (contractual duty and fiduciary duty) and discusses remedies for breach of fiduciary duty and how an agency may be terminated as well as the effects of termination. It concludes by highlighting the provisions of the Commercial Agents (Council Directive) Regulations 1993.
Chapter
5. Creation of agency, and the authority of the agent
D Fox, RJC Munday, B Soyer, AM Tettenborn, and PG Turner
This chapter focuses on the creation of the principal–agent relationship and the authority of the agency and the four ways of creating it: through an express or implied agreement between the principal and the agent; under the doctrine of apparent authority; by operation of law; and through ratification of an unauthorised agent’s acts by the principal. Agency arising out of agreement will always be consensual, but it need not be contractual. After explaining how the agency relationship is created, the chapter examines the authority of the agent such as actual authority, apparent authority, and usual authority.
Chapter
5. The authority of the agent
This chapter explores the authority of the agent. It tackles the interplay of authority between an agent, a principal, and third parties, and the distinction between actual and apparent authorities. In most cases of apparent authority, the ‘principal’ makes a representation that the ‘agent’ has authority which the third party relies upon by entering into a contract. In certain circumstances, a person who acts in an emergency to preserve the property or interests of another may be treated as an agent of necessity regardless of the principal's absent consent. The chapter then overviews the impact of ratification on the rights and liabilities of third parties.
Chapter
7. Relations between principal and third party
This chapter examines the relationship that exists between principal and third party, focusing in particular on the liability that exists between principal and third party, and those instances when they can sue, and be sued by, the other. Liability principally arises in contract and tort, and so these two areas of liability will be discussed, beginning with the contractual liability of the principal and third party. The contractual relationship between the principal and third party, and the extent to which one party can be liable to the other, can be complex and depends upon a number of variables, notably whether the principal is disclosed or undisclosed. In a typical agency relationship an agent will effect a contract between his principal and a third party, after which the agent will ‘drop out’ of the transaction.
Chapter
10. The Law of Agency
This chapter begins by defining agency—the relationship which exists between the agent and the principal—and considers the legal relationships created between an agent, his principal, and a third party. It then discusses the different methods by which an agency relationship may be created. The chapter explains the extent of an agent’s authority, the power of an agent to bind his principal, and the rights and duties of an agent. The relationship between agent, principal, and third party is explored and the different rules relating to disclosed and undisclosed agencies. Finally, the termination of an agency relationship is considered and examples of different types of agencies highlighted.
Chapter
6. Relations with third parties
D Fox, RJC Munday, B Soyer, AM Tettenborn, and PG Turner
This chapter examines how contracts made by the agent affect the legal relations of the principal with regard to third parties. When considering the rights and liability arising under a contract made by an agent, it is important to draw the distinction between whether the agent was acting for a disclosed or undisclosed principal, the latter being an important feature of English agency law largely unknown to civil lawyers. This chapter discusses generally the relations between principal and third party, and between agent and third party, in the context of both disclosed and undisclosed agency.
Chapter
8. The law of agency
This chapter examines the key provisions of the law of agency. It highlights the importance of agency for the business sector and explains that an agency is a specific form of legal relationship between two persons whereby one person appoints another person to act on his behalf. An agency can be created by express or implied agreement, through the agent’s apparent authority, and when the principal ratifies the purported agent’s act. This chapter also discusses the duties and rights of the principal and agent, and the relationships that exist between agent, principal, and third party. Finally, the chapter discusses the various ways in which a relationship of agency can be terminated.
Chapter
4. Agency
This chapter focuses on the nature of agency before considering the role of agents. It highlights the vital role agents play in commercial activity as they become the middleman in everyday life. The primary role of agents in commerce revolves around the negotiation and conclusion of contracts. The chapter acknowledges that most developed legal systems recognise the concept of agency and that there is a marked similarity between the rules of different legal systems. It looks into the relationships created by agencies by considering the relationships and interplay between an agency, a third party, and a principal in different circumstances.
Chapter
6. Immunities of States and State Officials
Paola Gaeta, Jorge E. Viñuales, and Salvatore Zappalà
A corollary of the obligation to respect the sovereignty of other States is the recognition of the immunities of States and State officials. This chapter examines the immunities enjoyed by States from the jurisdiction of foreign courts and from execution proceedings against their property and assets. The discussion addresses the issue in general terms and then specifically tackles two issues of significant practical importance, namely the operation of State immunity in employment disputes and in cases where violations of peremptory norms are at stake. It also analyses the functional and personal immunities of certain types of State official, namely diplomatic and consular agents, as well as high-ranking officials, such as Heads of State and Government and Ministers of Foreign Affairs.
Chapter
19. Acting for a company: agency and attribution
This chapter deals with the legal relationship of agency that exists between the company and the agent, explaining the process involved in an agent’s authentication and the execution of documents for the company they represent. It considers two ways in which a company may become contractually bound to another person (a ‘contractor’) under the provisions of the Companies Act 2006: through a written contract to which the company’s common seal is affixed, or when someone has made a contract on behalf of the company. It also discusses the company’s capacity to enter into contracts, including the ultra vires rule, and attribution by a court so as to impose criminal liability on a company. A number of court cases relevant to the discussion are cited.
Chapter
11. Bare trusts subject to contractual obligations and agent’s instructions
Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter discusses a type of bare trust known as a nomineeship. Under a bare trust, a trustee holds property for a beneficiary on no specific trust terms; the trustee’s only obligation is to transfer the property to the beneficiary or to a third party as the beneficiary directs. Nomineeships typically combine the bare trust with a contract or relationship of agency. The first kind of nomineeship discussed is the solicitor-agent trust, followed by the Quistclose trust, and finally, unincorporated association trusts.
Chapter
9. Termination of agency
This chapter discusses the various methods by which the authority of an agent can be terminated according to the law of agency. Numerous such methods exist, but they can be loosely organized into two distinct categories: first, termination by an act of the parties; second, termination by operation of the law. An agent’s authority may be terminated by the act of one or both of the parties. It should be noted that, whilst the acts discussed in the chapter will usually terminate the agent’s actual authority, the facts of the case might lead the court to conclude that the agent still has apparent authority to act on behalf of the principal.
Chapter
12. The creation of agency and the agent’s authority
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter focuses on the creation of agency and its three main parties: the agent, the principal, and the third party. The primary purpose of the agent is to bring the principal and the third party into direct contractual relations, with the principal taking on the rights and liabilities created by the contracts, provided the agent had authority to act. The chapter looks at several kinds of agent’s authority, including actual authority, apparent authority, and usual authority, and also considers agency of necessity as well as cases where the principal may ratify a transaction.
Chapter
19. Acting for a company: agency and attribution
This chapter deals with the legal relationship of agency that exists between the company and the agent, explaining the process involved in an agent’s authentication and the execution of documents for the company they represent. It considers two ways in which a company may become contractually bound to another person (a ‘contractor’) under the provisions of the Companies Act 2006: through a written contract to which the company’s common seal is affixed, or when someone has made a contract on behalf of the company. It also discusses the company’s capacity to enter into contracts, including the ultra vires rule, and attribution by a court so as to impose criminal liability on a company. A number of court cases relevant to the discussion are cited.
Chapter
18. Businesses and the Responsibility to Agents
This chapter identifies agency relationships, their prevalence in business, and how the agency exists to bind the principal in contracts with third parties. It begins by defining agency as the relationship that exists between two persons when one, called the agent, is considered in law to represent the other, called the principal, in such a way as to be able to affect the principal’s legal position in respect to strangers to the relationship by the making of contracts or the disposition of property. Agencies exist in corporate organizations, sole trader, and partnership trading structures, and the law in this area applies to many relationships and is frequently seen in commercial enterprises, including high street retailers, between partners, and the directors of a corporation.
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