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Undisclosed Principal
10/8/2025 pdw
Unless the parties agree otherwise, an agent is liable for a contract entered into on behalf of an undisclosed principal. Restatement (Third) of Agency § 2.06.
A principal is undisclosed when the third-party doesn't know the agent is acting on behalf of a principal. When this happens, the agent is liable as if a party to the contract. This makes sense—the third party thought she was contracting with the person now claiming to be an agent.
| Counterparty knows the agent is an agent | Counterparty does not know the agent is an agent | |
| Counterparty knows principal's identity | Disclosed principal (agent usually isn't bound) |
Not possible |
| Counterparty does not know principal's identity | Unidentified principal (agent is usually bound) |
Undisclosed principal |
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