Define: Disclosed Principal

Disclosed Principal
Disclosed Principal
Quick Summary of Disclosed Principal

A disclosed principal is when the agent reveals the identity of the principal to a third party. This means that the agent has informed the third party that they are representing someone else. For example, a real estate agent selling a house on behalf of a homeowner and informing the potential buyer that they are acting as an agent for the homeowner. Another example is a lawyer representing a client in a legal matter and informing the opposing party that they are acting on behalf of their client. In both cases, the agent has informed the third party that they are acting on behalf of someone else, making the principal’s identity known and allowing the third party to hold them responsible for the agent’s actions.

What is the dictionary definition of Disclosed Principal?
Dictionary Definition of Disclosed Principal

A disclosed principal is an individual who authorises another person to act as their agent and discloses their identity to a third party. In contrast, an apparent principal falsely presents someone as authorised to act on their behalf without revealing their true identity.

Full Definition Of Disclosed Principal

The law of agency is a fundamental component of commercial law, particularly in the context of contracts and business transactions. One of the key concepts in this area is that of the “disclosed principal.” In British law, the disclosed principal plays a critical role in determining the rights and liabilities of parties involved in agency relationships. This legal overview will examine the concept of disclosed principal, its legal implications, and its significance within the broader framework of agency law.

Definition of Disclosed Principal

A disclosed principal is one whose identity is revealed by the agent to the third party at the time of the contract or transaction. When an agent acts on behalf of a disclosed principal, the third party is aware that the agent is acting for a specific, identified principal. This is in contrast to an undisclosed principal, where the agent’s relationship with the principal is not revealed, and a partially disclosed principal, where the existence but not the identity of the principal is disclosed.

The Legal Framework

The legal framework governing disclosed principals in British law is primarily found in common law principles, supplemented by statutory provisions. Key aspects include:

  • Authority of the Agent: The agent must have the authority to act on behalf of the principal. This authority can be actual, implied, or apparent. Actual authority is explicitly granted by the principal, while implied authority arises from the nature of the agent’s role. Apparent authority, or ostensible authority, occurs when a third party reasonably believes that the agent has authority to act based on the principal’s representations.
  • Principal’s Liability: When an agent acts within the scope of their authority on behalf of a disclosed principal, the principal is bound by the acts and contracts of the agent. This means that the principal assumes the obligations and benefits arising from the agent’s actions. If the agent exceeds their authority, the principal may still be bound if the third party reasonably relied on the agent’s apparent authority.
  • Agent’s Liability: Generally, an agent acting for a disclosed principal is not personally liable to the third party for the contract. The liability falls on the principal, provided the agent acted within their authority. However, if the agent acts outside their authority or fails to disclose the principal, they may be personally liable.

Legal Implications and Responsibilities

The concept of disclosed principal carries several important legal implications and responsibilities:

  • Contractual Rights and Duties: The disclosed principal assumes both the rights and duties under the contract. This includes the duty to perform contractual obligations and the right to enforce the contract against the third party. For instance, if an agent enters into a sales contract on behalf of a disclosed principal, the principal has the right to demand payment and the duty to deliver the goods.
  • Third Party’s Position: From the perspective of the third party, knowing the identity of the principal can affect the willingness to enter into the contract. The third party may rely on the financial stability, reputation, and performance history of the principal. This transparency promotes trust and reduces the risk of fraud or misrepresentation.
  • Legal Remedies: If a dispute arises, the disclosed principal can seek legal remedies directly against the third party, such as specific performance or damages for breach of contract. Similarly, the third party can pursue claims against the principal, bypassing the agent.
  • Vicarious Liability: The disclosed principal may be held vicariously liable for the torts committed by the agent within the scope of their employment or authority. This principle ensures that the principal cannot evade liability by hiding behind the agent’s actions.

Case Law and Judicial Interpretation

The British courts have established several key principles through case law concerning disclosed principals. Notable cases include:

  • Smyth v. St. Saviour’s Grammar School (1915): This case established that a principal could be liable for the acts of an agent even if the agent acted outside their actual authority, provided the third party reasonably believed the agent had authority based on the principal’s conduct.
  • Hely-Hutchinson v. Brayhead Ltd. (1968): This case is significant for its discussion of implied and apparent authority. The court held that the company’s chairman had implied authority to enter into contracts on behalf of the company, as such authority was necessary for the usual operations of the business.
  • Armagas Ltd. v. Mundogas SA (1986): This case highlighted the limits of apparent authority, ruling that the principal was not bound by the unauthorised acts of an agent where the third party had not relied on any representation made by the principal.

Practical Considerations

In practical terms, businesses and individuals engaging in agency relationships should consider the following:

  • Clear Agreements: Clearly defining the scope of the agent’s authority in written agreements can prevent disputes and misunderstandings. Both parties should understand the extent and limitations of the agent’s powers.
  • Communication: Effective communication between the principal, agent, and third parties is crucial. Disclosing the principal’s identity and confirming the agent’s authority can enhance transparency and trust.
  • Monitoring and Supervision: Principals should regularly monitor and supervise the actions of their agents to ensure compliance with their instructions and authority. This oversight helps mitigate the risk of unauthorised acts.
  • Legal Advice: Seeking legal advice when entering into complex or high-value transactions can ensure that all parties understand their rights and obligations. Legal professionals can help draft contracts and provide guidance on compliance with agency law.


The concept of the disclosed principal is a cornerstone of agency law in British legal practice, facilitating clear and accountable business transactions. By understanding the roles and responsibilities associated with disclosed principals, parties can engage in more transparent and secure commercial dealings. This legal overview underscores the importance of authority, liability, and communication in agency relationships, providing a foundation for informed decision-making and legal compliance in the context of disclosed principals.

Disclosed Principal FAQ'S

A disclosed principal is a legal term that refers to a situation where a third party is aware of the identity of the principal in a transaction.

The significance of a disclosed principal is that the third party can hold the principal liable for any obligations or liabilities arising from the transaction.

For a principal to be considered disclosed, the third party must be aware of the principal’s identity at the time of the transaction.

A disclosed principal is one where the third party is aware of the principal’s identity, while an undisclosed principal is one where the third party is not aware of the principal’s identity.

Yes, a disclosed principal can be held liable for the actions of an agent acting on their behalf.

No, a disclosed principal cannot be held liable for the actions of an independent contractor, as they are not considered an agent of the principal.

Yes, a disclosed principal can be held liable for the actions of a sub-agent, as they are considered an agent of the principal.

It depends on the specific terms of the joint venture agreement. If the joint venture partner is acting on behalf of the principal, then the principal may be held liable for their actions.

No, a disclosed principal cannot be held liable for the actions of a co-principal, as they are considered separate entities.

Examples of situations where a disclosed principal may be involved include real estate transactions, business partnerships, and employment contracts.

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This site contains general legal information but does not constitute professional legal advice for your particular situation. Persuing this glossary does not create an attorney-client or legal adviser relationship. If you have specific questions, please consult a qualified attorney licensed in your jurisdiction.

This glossary post was last updated: 7th June 2024.

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