principal – the person for whose debt or default a surety is responsible under a contract of suretyship

     This page is continued from Legal Instruments >>>> Negotiable Instrument >>>> Maker >>>> Surety

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principal:
adj.

1. Of the first importance.  In the first rank. [1]

1. Of the first importance; in the first rank; chief; main. [2]

principal:
noun.

1. Someone who has primary responsibility on an obligation, as opposed to a surety or indorser. [1]

1. In an agency relationship, the person for whom another acts and from whom he derives authority to act. 3 Am J2d Agency § 1.

In bail and recognizance — the person released on bail. 8 Am 12d Bail § 1.

The party to a suretyship who enters into the main contract with the obligee, the one who is directly interested in and benefited by the main contract, and the one to whom or from whom the consideration for the main obligation flows. 50 Am J1st Suret § 3.

In guaranty, the person whose obligation is covered by the undertaking of the guarantor. 24 Am J1st Guar § 29. [2]

1. The amount of money loaned or borrowed, as distinguished from interest accruing on the debt.

2. In an agency relationship, the person for whom the agent acts an from whom the agent received her authority to act.
     See undisclosed principal.

3. The corpus of a trust.

4. The person for whose debt or default a surety is responsible under a contract of suretyship.

5. The person whose obligation is guaranteed by a guarantor under contract of guaranty. [3]

Various Types of Principals:

apparent principal (1847) Someone who, by outward manifestations, has made it reasonably appear to a third person that another is authorized to act as the person’s agent.

disclosed principal – (1856) A principal of whose identity a third party has knowledge or notice at the time an agent interacts with the third party on behalf of the principal.  *  A disclosed principal is always liable on a contract entered into by the agent with the principal’s authority, but the agent is usually not liable.

partially disclosed principal (1934) A principal whose existence — but not actual identity — is revealed by the agent to a third party.

undisclosed principal (1835) A principal whose identity is kept secret by the agent; a principal for whom the other party has no notice that the agent is acting. 0 An undisclosed principal and the agent are both liable on a contract entered into by the agent with the principal’s authority.  This doctrine is unique to common-law agency and is not recognized by civil-law doctrine.  Cf. undisclosed agent under AGENT. ‘

     Excerpt from Francis B. Tiffany, Handbook of the Law of Principal and Agent 5 90, at 251 -52 (Richard R.B. Powell ed., 2d ed. 1924):

     “In the cases of undisclosed principal, T. has dealt with A., believing A. to be the principal and intending to contract with A., the person before him.  Later it is discovered that A. was really intending to act as agent of P. What are the liabilities and rights of P., A., and T. under these circumstances?  Between the cases of disclosed and undisclosed principal there is an intermediate group of cases which may be called those of ‘unnamed’ principal.  In these T. knows that A. represents some one, but does not know the identity of P. it can readily be seen that the rules applicable to this intermediate group of cases will differ from those applicable to either of the other groups.  The conferring of rights and liabilities upon the ‘undisclosed’ or ‘unnamed‘ principal is one of the unique features of the law of principal and agent. in a suit by P. against A., or by A. against P., there is no change of legal relation because P. was undisclosed or unnamed to T. [4]

unidentified principal (1926) A principal whose identity is unknown to a third party when the agent and the third party interact.  *  An agent for an unidentified principal who makes a contract on the principal’s behalf is subject to liability on the contract, as is the principal. — aka partially undisclosed principal; unnamed principal.

     Excerpt from Restatement (Third) of Agency 5 1.04 cmt. b (2006):

     “The terms ‘partially undisclosed principal’ and ‘unnamed principal’ are synonyms for ‘unidentified principal.’  The terminology ‘unidentified principal’ is preferable.  ‘Partially disclosed’ misleadingly suggests that some portion of the principal’s identity is known to the third party.  ‘Unnamed principal’ is too restrictive because a third party may know the principal’s identity but n . t know the principal’s name. [5]

 

2. Someone who has primary responsibility on an obliga~ tion, as Opposed to a surety or indorser. 4. The corpus of

an estate or trust. 5. The amount of a debt. investment, or other fund, not including interest, earnings, or prohts.

References:

Disclaimer: All material throughout this website is compiled in accordance with Fair Use.

[1]: Black’s Law Dictionary Deluxe Tenth Edition by Henry Campbell Black & Editor in Chief Bryan A. Garner. ISBN: 978-0-314-62130-6

[2]: Ballantine’s Law Dictionary with Pronunciations
Third Edition
 by James A. Ballantine (James Arthur 1871-1949).  Edited by William S. Anderson.  © 1969 by THE LAWYER’S CO-OPERATIVE PUBLISHING COMPANY.  Library of Congress Catalog Card No. 68-30931

[3]: Ballantine’s Law Dictionary Legal Assistant Edition
by Jack Ballantine 
(James Arthur 1871-1949).  Doctored by Jack G. Handler, J.D. © 1994 Delmar by Thomson Learning.  ISBN 0-8273-4874-6.

[4]: Francis B. Tiffany, Handbook of the Law of Principal and Agent 5 90, at 251 -52 (Richard R.B. Powell ed., 2d ed. 1924).

[5]: Restatement (Third) of Agency 5 1.04 cmt. b (2006).

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