How does this work?: The rules surrounding this were explained within the case Siu Yin Kwan v Eastern Insurance Co Ltd [1994] 2 AC 199; Lord Lloyd stated that both the undisclosed principal and agent can sue or be sued on a contract if the agent was acting within their actual authority and genuinely intended to act on behalf of the principal. An agent's actual authority is the specific authority they are given by the principal, whether that be expressly or impliedly. So, if an agent acted outside what they were allowed to do, or clearly acted for themselves rather than the principal, the contract would only exist between the agent and the third party. There's some debate over whether this doctrine creates a new, direct contract between the third party and the principal, or if the principal has the right to step into the agent's shoes and intervene in a contract made between the agent and third party. Either way, there's still effectively a contractual relationship between the principal and third party as if they had made the contract themselves.

What issues does this create?: Undisclosed Agency is often viewed as an anomaly in the law because it directly conflicts with the doctrine of privity of contract. This fundamental principle in contract law holds that only those who are directly party to a contract can enforce or be bound by its terms. While this principle has been somewhat watered down in recent years—for example, s.1 of the Contracts (Rights of Third Parties) Act 1999 allows third parties to be party to a contract if it purports to confer a benefit on them—undisclosed agency is still a striking exception that allows a hidden principal to step into the agreement without the third party's knowledge. This peculiarity is even more pronounced when compared to civil law systems such as France and Germany, which require agents to act openly and on behalf of the principal, thereby preventing the existence of a secret principal.

If Undisclosed Agency fits awkwardly within the law, why is it used?: Principals often use undisclosed agents in commercial transactions to secure better prices by hiding their identity and true purchasing power. Also, as noted by Lord Lindley in Siu Yin Kwan v Eastern Insurance Co Ltd [1994] 2 AC 199, third parties in commercial transactions are usually indifferent to the existence of an undisclosed principal; it is not common that a third party only wants to deal with the specific agent they are contracting with. This doctrine also shields principals from an agent's insolvency or bankruptcy. Since the contract is effectively between the principal and third party, any rights or property under the contract would not form part of an insolvent or bankrupt agent's estate, meaning their creditors would have no claim to it. Civil legal systems provide insolvency protections if such situations were to occur, but this protection operates more slowly than the UK approach of allowing principals to bypass the agent entirely. So, this doctrine provides a great deal of commercial convenience despite clashing with fundamental contractual principles.

Undisclosed Agent: Liability, Authority, and Legal Duties

Critically Analyse the Extent to which the Principles of Undisclosed Agency Undermine the Notion of Privity of Contract

The Undisclosed Principal Doctrine: Rationalisations, Justifications and Origins

🧠 Medieval Mental Health: Saffron, ostrich liver, and holding a sapphire in your mouth might sound absurd, but medieval doctors also prescribed gardens, pets, music, and walks to treat anxiety and melancholy, and honestly, their advice sounds surprisingly modern. This essay explores how medieval people understood the mind-body connection, from merchants plagued by anxiety to monks who broke down from overwork, revealing that our mental health struggles are far from a modern invention. A fascinating read if you're interested in History, Sociology, or Psychology!

🍄 Cryptococcus Fungus: One of the only things stopping fungi from making us sick is that our bodies run too hot for them. However, a pathogen called Cryptococcus is evolving the ability to tolerate those higher temperatures, which is bad news for that natural defence. In this video, Duke researcher Asiya Gusa walks through her lab work tracking these changes, and how understanding them could help head off future outbreaks before they start. A must-watch if you're interested in Biology!

🔢 Maths as Thought: When historians talk about the "history of ideas," they usually mean politics, culture, or philosophy; maths rarely gets a look in, even though thinkers like Gauss called it "the queen of the sciences." This article argues that mathematics deserves a place alongside literature and philosophy as a genuinely creative, even beautiful, human pursuit, exploring everyone from eugenicist Francis Galton to the mysterious fictional mathematician "Nicolas Bourbaki". A fascinating read if you're interested in Maths or Philosophy!

Various Dates This Week: Cambridge Interview Webinars Series (inc. Architecture, Physics, Maths, Languages, English, Economics, Computer Science, and more)

Tuesday 29th September

Wednesday 30th September

Thursday 1st October

Monday 5th October