AGENT
agent. 1. Something that produces an effect <an intervening agent>. See CAUSE (1);
ELECTRONIC AGENT. 2. One who is authorized to act for or in place of another; a
representative <a professional athlete’s agent>. — Also termed commissionaire. Cf.
PRINCIPAL(1); EMPLOYEE. [Cases: Principal and Agent 1, 3. C.J.S. Agency §§ 2, 4–9, 11–16,
18, 23, 25–27, 33, 38–40, 58.]
“Generally speaking, anyone can be an agent who is in fact capable of performing the
functions involved. The agent normally binds not himself but his principal by the contracts he
makes; it is therefore not essential that he be legally capable to contract (although his duties and
liabilities to his principal might be affected by his status). Thus an infant or a lunatic may be an
agent, though doubtless the court would disregard either’s attempt to act as if he were so young or
so hopelessly devoid of reason as to be completely incapable of grasping the function he was
attempting to perform.” Floyd R. Mechem, Outlines of the Law of Agency 8–9 (Philip Mechem
ed., 4th ed. 1952).
“The etymology of the word agent or agency tells us much. The words are derived from the
Latin verb, ago, agere; the noun agens, agentis. The word agent denotes one who acts, a doer,
force or power that accomplishes things.” Harold Gill Reuschlein & William A. Gregory, The Law
of Agency and Partnership § 1, at 2–3 (2d ed. 1990).
apparent agent.A person who reasonably appears to have authority to act for another,
regardless of whether actual authority has been conferred. — Also termed ostensible agent. [Cases:
Principal and Agent 99. C.J.S. Agency §§ 153–164.]
bail-enforcement agent.See BOUNTY HUNTER.
bargaining agent.A labor union in its capacity of representing employees in collective
bargaining. [Cases: Labor Relations 291. C.J.S. Labor Relations § 274.]
broker-agent. See BROKER.
business agent.See BUSINESS AGENT.
clearing agent.Securities. A person or company acting as an intermediary in a securities
transaction or providing facilities for comparing data with respect to securities transactions. • The
term includes a custodian of securities in connection with the central handling of securities.
Securities Exchange Act § 3(a)(23)(A) (15 USCA § 78c(a)(23)(A)). — Also termed clearing
co-agent. A person who shares with another agent the authority to act for the principal. —
Also termed dual agent. Cf. common agent.
commercial agent. 1.BROKER. 2. A consular officer responsible for the commercial interests
of his or her country at a foreign port. 3. See mercantile agent.
common agent.An agent who acts on behalf of more than one principal in a transaction. Cf.
co-agent.
corporate agent.An agent authorized to act on behalf of a corporation; broadly, all employees
and officers who have the power to bind the corporation. [Cases: Corporations 397–399. C.J.S.
Corporations §§ 586–587, 591, 593–596, 598.]
county agent.See juvenile officer under OFFICER(1).
del credere agent (del kred-<<schwa>>-ray orkray-d<<schwa>>-ray). An agent who
guarantees the solvency of the third party with whom the agent makes a contract for the principal.
• A del credere agent receives possession of the principal’s goods for purposes of sale and
guarantees that anyone to whom the agent sells the goods on credit will pay promptly for them.
For this guaranty, the agent receives a higher commission for sales. The promise of such an agent
is almost universally held not to be within the statute of frauds. — Also termed del credere factor.
[Cases: Factors 29.]
diplomatic agent.A national representative in one of four categories: (1) ambassadors, (2)
envoys and ministers plenipotentiary, (3) ministers resident accredited to the sovereign, or (4)
chargés d’affaires accredited to the mi-nister of foreign affairs. [Cases: Ambassadors and Consuls
1–8. C.J.S. Ambassadors and Consuls §§ 2–32.]
dual agent.See co-agent.
emigrant agent.One engaged in the business of hiring laborers for work outside the country or
enrolled agent.See ENROLLED AGENT.
escrow agent.The third-party depositary of an escrow; ESCROW(3). — Also termed escrow
holder; escrowee; escrow officer. [Cases: Deposits and Escrows 13. C.J.S. Depositaries §§
15–17; Escrows §§ 8–10.]
fiscal agent.A bank or other financial institution that collects and disburses money and
services as a depository of private and public funds on another’s behalf.
foreign agent.A person who registers with the federal government as a lobbyist representing
the interests of a foreign nation or corporation.
forwarding agent. 1. See FREIGHT FORWARDER. 2. A freight forwarder who assembles
less-than-carload shipments (small shipments) into carload shipments, thus taking advantage of
lower freight rates. [Cases: Carriers 178. C.J.S. Carriers § 463.]
general agent.An agent authorized to transact all the principal’s business of a particular kind
or in a particular place. • Among the common types of general agents are factors, brokers, and
partners. [Cases: Insurance 1634(2); Principal and Agent 93. C.J.S. Agency § 172; Insurance
§§ 193–194.]
“Although the distinction between general and special agents can be difficult to apply, the
terminology is some-times used by courts and the distinction plays a major role in the Restatement
of Agency. A general agent … is an integral part of the principal’s business and does not need fresh
authorization for each separate transaction. A manager of a store is an example of a general agent.”
J. Dennis Hynes, Agency, Partnership, and the LLC in a Nutshell 21 (1997).
government agent. 1. An employee or representative of a governmental body. [Cases: United
States 36. C.J.S. United States §§ 56–57.] 2. A law-enforcement official, such as a police officer
or an FBI agent. 3. An informant, esp. an inmate, hired by law enforcement to obtain incriminating
statements from another inmate. • An accused’s Sixth Amendment right to counsel is triggered
when the accused is questioned by a government agent.
high-managerial agent.An agent of a corporation or other business, having authority to
formulate corporate policy or supervise employees. — Also termed superior agent.
independent agent.An agent who exercises personal judgment and is subject to the principal
only for the results of the work performed.
innocent agent.Criminal law. A person whose action on behalf of a principal is unlawful but
does not merit prosecution because the agent had no knowledge of the principal’s illegal purpose;
a person who lacks the mens rea for an offense but who is tricked or coerced by the principal into
committing a crime. • Although the agent’s conduct was unlawful, the agent might not be
prosecuted if the agent had no knowledge of the principal’s illegal purpose. The principal is legally
accountable for the innocent agent’s actions. See Model Penal Code § 2.06(2)(a).
insurance agent.See INSURANCE AGENT.
jural agent.See JURAL AGENT.
land agent.See LAND MANAGER.
listing agent.See LISTING AGENT.
local agent.An agent appointed to act as another’s (esp. a company’s) representative and to
transact business within a specified district.
managing agent.A person with general power involving the exercise of judgment and
discretion, as opposed to an ordinary agent who acts under the direction and control of the
principal. — Also termed business agent. [Cases: Principal and Agent 50.]
mercantile agent.An agent employed to sell goods or merchandise on behalf of the principal.
— Also termed commercial agent.
nonservant agent.An agent who agrees to act on the principal’s behalf but is not subject to the
principal’s control over how the task is performed. • A principal is not liable for the physical torts
of a nonservant agent. See IN-DEPENDENT CONTRACTOR. Cf. SERVANT.
ostensible agent.See apparent agent.
patent agent.A specialized legal professional — not necessarily a licensed lawyer — who
prepares and prosecutes patent applications before the Patent and Trademark Office • Patent
agents must be licensed by the Patent and Trademark Office. — Also termed patent solicitor;
registered patent agent.
primary agent.An agent who is directly authorized by a principal. • A primary agent generally
may hire a subagent to perform all or part of the agency. Cf. subagent.
private agent.An agent acting for an individual in that person’s private affairs. [Cases:
Principal and Agent 92(3).]
process agent.A person authorized to accept service of process on behalf of another. [Cases:
Corporations 668(4); Process 58. C.J.S. Corporations §§ 954–956; Process § 39.]
procuring agent.A person who obtains drugs on behalf of another person and delivers the
drugs to that person. • In criminal-defense theory, the procuring agent does not sell, barter,
exchange, or make a gift of the drugs to the other person because the drugs already belong to that
person, who merely employs the agent to pick up and deliver them.
public agent.A person appointed to act for the public in matters pertaining to governmental
administration or public business. [Cases: Officers and Public Employees 1. C.J.S. Officers and
Public Employees §§ 1–9, 12–17, 21.]
real-estate agent.An agent who represents a buyer or seller (or both, with proper disclosures)
in the sale or lease of real property. • A real-estate agent can be either a broker (whose principal is
a buyer or seller) or a salesperson (whose principal is a broker). [Cases: Brokers 6. C.J.S.
Brokers §§ 25–26, 31–32.]
record agent.See INSURANCE AGENT.
registered agent.A person authorized to accept service of process for another person, esp. a
corporation, in a particular jurisdiction. — Also termed resident agent. [Cases: Corporations
507(5), 668(4); Process 58. C.J.S. Corporations §§ 728, 954–956; Process § 39.]
selling agent.The real-estate broker’s representative who sells the property, as opposed to the
agent who lists the property for sale. Cf. LISTING AGENT. [Cases: Brokers 18. C.J.S. Brokers
§ 49.]
soliciting agent. 1.Insurance. An agent with limited authority relating to the solicitation or
submission of appli-cations to an insurance company but usu. without authority to bind the insurer,
as by accepting the applications on behalf of the company. [Cases: Insurance 1634(3). C.J.S.
Insurance § 195.] 2. An agent who solicits orders for goods or services for a principal. 3. A
managing agent of a corporation for purposes of service of process. [Cases: Corporations
668(5).]
special agent. 1. An agent employed to conduct a particular transaction or to perform a
specified act. [Cases: Principal and Agent 94. C.J.S. Agency § 172.] 2. See INSURANCE
specially accredited agent.An agent with whom a third person has been specially invited to
deal by the principal under circumstances leading the third person to believe that he or she will be
notified if the authority is altered or revoked.
statutory agent.An agent designated by law to receive litigation documents and other legal
notices for a nonre-sident corporation. • In most states, the secretary of state is the statutory agent
for such corporations. [Cases: Corporations 507(5, 12), 646, 668(14). C.J.S. Corporations §§
725, 728, 902, 959.]
stock-transfer agent.An organization that oversees and maintains records of transfers of
shares for a corporation. [Cases: Corporations 128.1.]
subagent. A person to whom an agent has delegated the performance of an act for the
principal; a person designated by an agent to perform some duty relating to the agency. • If the
principal consents to a primary agent’s employment of a subagent, the subagent owes fiduciary
duties to the principal, and the principal is liable for the subagent’s acts. Cf. primary agent. — Also
termed subservant. [Cases: Principal and Agent 73. C.J.S. Agency §§ 257–263, 265–267.]
“By delegation … the agent is permitted to use agents of his own in performing the function
he is employed to perform for his principal, delegating to them the discretion which normally he
would be expected to exercise personally. These agents are known as subagents to indicate that
they are the agent’s agents and not the agents of the principal. Normally (though of course not
necessarily) they are paid by the agent. The agent is liable to the principal for any injury done him
by the misbehavior of the agent’s subagents.” Floyd R. Mechem, Outlines of the Law of Agency §
79, at 51 (Philip Mechem ed., 4th ed. 1952).
successor agent.An agent who is appointed by a principal to act in a primary agent’s stead if
the primary agent is unable or unwilling to perform.
superior agent.See high-managerial agent.
transfer agent.An organization (such as a bank or trust company) that handles transfers of
shares for a publicly held corporation by issuing new certificates and overseeing the cancellation
of old ones and that usu. also main-tains the record of shareholders for the corporation and mails
dividend checks. • Generally, a transfer agent ensures that certificates submitted for transfer are
properly indorsed and that the right to transfer is appropriately documented. [Cases: Corporations
128.1.]
undercover agent. 1. An agent who does not disclose his or her role as an agent. 2. A police
officer who gathers evidence of criminal activity without disclosing his or her identity to the
universal agent.An agent authorized to perform all acts that the principal could personally
perform. [Cases: Principal and Agent 50.]
vice-commercial agent.Hist. In the consular service of the United States, a consular officer
who was substituted temporarily to fill the place of a commercial agent who was absent or had
been relieved from duty.
3.Patents. A person who is not an attorney but who has fulfilled the U.S. Patent and
Trademark Office require-ments as a lay representative and is registered to prepare and prosecute
patent applications before the PTO. • To be registered to practice before the PTO, a candidate must
establish mastery of the relevant technology (by holding a specified technical degree or equivalent
training) in order to advise and assist patent applicants. The candidate must also pass a written
examination (the “Patent Bar”) that tests knowledge of patent law and PTO procedure. — Also
termed patent agent. Cf. PATENT ATTORNEY. [Cases: Patents 97. C.J.S. Patents §§ 135–138,
145, 178.]
agent not recognized.Patents. A patent applicant’s appointed agent who is not registered to
practice before the U.S. Patent and Trademark Office. • A power of attorney appointing an
unregistered agent is void.
associate agent.An agent who is registered to practice before the U.S. Patent and Trademark
Office, has been appointed by a principal agent, and is authorized to prosecute a patent application
through the filing of a power of attorney. • An associate agent is often used by outside counsel to
assist in-house counsel. [Blacks Law 8th]