Also known as: representative capacities · in a representative capacity
Written by attorneys · grounded in primary & secondary sources — see below
The position of one standing or acting for another, especially through delegated authority. A person acts in this role when performing functions on behalf of a principal or entity rather than in an individual or personal capacity.
The SEC sued Falcon Ridge Capital for insider trading. At trial the SEC offered testimony from an analyst who heard managing partner Martin Lewis say on a conference call that the fund had shorted stock on inside information. Lewis spoke while directing the fund's trading decisions. The court treated the statement as made by the opposing party in a representative capacity and admitted it as nonhearsay.
Carol appeared before the city planning commission to advocate for taller building heights. She had been retained and paid by Nova Structures, which held options on affected parcels. Carol opened by stating only her name and her study of the issue. Because she did not disclose that she appeared in a representative capacity, the commission treated her as an independent expert.
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Rosalind Reed, as executor of an estate, contracted with a contractor to repair estate property. The contract identified the estate and stated that Reed signed as executor. When the contractor later sued for breach, Reed was not held personally liable because she had acted and signed only in a representative capacity.
A statement qualifies when the declarant was acting for the opposing party rather than personally and the statement is offered against that party. The rule treats the statement as the party's own admission even if the declarant held an official role such as managing partner or mayor.
The lawyer must disclose that the appearance is in a representative capacity. Failure to disclose leaves decision makers with the false impression that the lawyer speaks independently rather than for a client.
An executor or conservator who properly reveals the representative capacity and identifies the estate in the contract is not personally liable. Liability remains with the estate unless the representative fails to make the disclosure.
Yes. The filing is sufficient if it names the secured party or a representative of the secured party. Naming the managing member who acts for the factoring company meets the rule even though the company's exact name is omitted.
…Muller, as executrix and trustee, may be held liable on the theory that there was a waiver of the defense of non-liability in a representative capacity. This was the ground upon which a majority of the Appellate Division sustained the judgment. Assuming, without passing upon the question, that an attorney may waive such defense, we find…