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An agent has implied authority to appoint a sub-agent to perform acts which it is not reasonable to expect the agent to perform itself. The rules of this Section apply to the sub-agency.

 

 


COMMENT


1. Role of sub-agents

 

In carrying out the mandate conferred on it by the principal, an agent may find it convenient or even necessary to avail itself of the services of other persons. This is the case, for instance, where certain tasks are to be performed in a place distant from the agent’s place of business, or if a more efficient performance of the agent’s mandate requires distribution of work.

 

2. Implied authority to appoint sub-agents

 

Whether or not the agent is authorised to appoint one or more sub-agents depends on the terms of the authority granted by the principal.


Thus, the principal may expressly exclude the appointment of sub-agents or make it conditional upon its prior approval. If nothing is said in the authorisation as to the possibility of appointing sub-agents and the terms of the authority granted are not otherwise inconsistent with such a possibility, the agent has the right under this Article to appoint sub-agents. The only limitation is that the agent may not entrust the sub-agent(s) with tasks that it is reasonable to expect the agent itself to perform. This is the case in particular of acts requiring the agent’s personal expertise.

 

Illustrations

 

1. Chinese museum B instructs a London-based art dealer A to buy a particular piece of Greek pottery on sale at a private auction in Germany. A has implied authority to appoint German sub-agent S to purchase that piece of pottery at the auction in Germany and to send it to B.

 

2. The facts are the same as in Illustration 1, except that B does not specify the particular piece of Greek pottery to be acquired at the auction in Germany as it relies on A’s expertise to choose the most suitable item offered for sale. A is expected to make the purchase at the auction itself, but once it has purchased the piece of pottery, it may appoint sub-agent S to send it to B.

 

3. Effects of a sub-agent’s acts

 

This Article expressly states that the rules of this Section apply to the sub-agency. In other words, the acts of a sub-agent legitimately appointed by the agent bind the principal and the third party to each other, provided that those acts are within both the agent’s authority and the authority conferred on the sub-agent by the agent, which may be more limited.

 

Illustration

 

3. The facts are the same as in Illustration 1. The purchase of the piece of Greek pottery by S directly binds B provided that it is within both the authority that B has granted to A and the authority that A has granted to S.

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