Also known as: partially disclosed principal · partially disclosed principals · partially disclosed agency
Written by attorneys · grounded in primary & secondary sources — see below
A classification of principal in agency law under which the third party knows that an agent is acting for some principal but lacks notice of the principal's identity. The classification determines the principal's liability on the agent's authorized contracts and the agent's personal liability alongside the principal. It occupies the middle ground between a disclosed principal whose identity is known and an undisclosed principal whose existence is unknown.
Carla, a commercial broker, negotiated a long-term office lease with Leo, a landlord. Throughout the talks Carla stated that she represented an institutional tenant but refused to name the fund. After signing, BlueRock Fund, LLC appeared as the tenant and sought to enforce the lease. Leo can hold BlueRock liable as a partially disclosed principal because he knew an agent was acting for some principal yet never learned its identity.
Clark negotiated a contract with Westec on behalf of Lanham and a limited liability company. Westec knew Clark acted for others but received no information identifying the company. After performance disputes arose, Westec sued Lanham and the company. The company is liable as a partially disclosed principal because Westec had notice of an agency relationship without learning the principal's identity.
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A partially disclosed principal exists when the third party receives notice that the agent acts for some principal but obtains no information identifying that principal. Notice of agency alone is insufficient for disclosed status, which also requires knowledge of identity. Absence of any notice that an agent is involved produces an undisclosed principal instead.
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No. A partially disclosed principal remains liable on authorized contracts made by its agent. The Restatement provisions governing contract liability apply equally to disclosed and partially disclosed principals regardless of whether the principal's name appears on the instrument.
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An agent for a partially disclosed principal may be held personally liable on the contract along with the principal. Courts treat the agent as a party unless the agreement between the agent and third party provides otherwise.
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