Undisclosed Principal

Updated 1/5/2024 PG

Paul Weitzel,

Paige G. DuRandt,

Lauren M. Kubat,

Jacob H. Owens, CPA

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. To be clear, a principal is undisclosed when the third-party is unaware that the agent is acting on behalf of a principal and, accordingly, the third-party is unaware of the principal’s identity. In this circumstance, the agent is liable as a party to the contract. This makes sense—the third party believes she was contracting with the person now claiming to be the agent.

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