LEGAL PRINCIPLE: COMMERCIAL LAW — Agency — Agent of Disclosed Principal — Personal Liability
PRINCIPLE STATEMENT
An agent of a disclosed principal is not ordinarily personally liable on a contract he enters on behalf of the said principal.
RATIO DECIDENDI (SOURCE)
Per Uwaifo, JSC, in Okafor v. Ezenwa (2002) NLC-601996(SC) at p. 14; Paras D–E.
"The law is that an agent of a disclosed principal is not ordinarily personally liable on a contract he enters on behalf of the said principal."
EXPLANATION / SCOPE
Where the principal is disclosed, the agent is not personally liable. The principal is the contracting party. The agent merely acts as a representative. The principle protects agents from personal liability when acting within authority. The third party’s remedy is against the principal. The agent may be personally liable if he exceeds authority or contracts in his own name. The rule applies to both written and oral contracts. The third party must know the identity of the principal. The agent may be liable if he fails to disclose the principal. The principle is fundamental to agency law. The court will examine whether the principal was disclosed.
