Definition
A person authorized to act on behalf of another — the principal — in legal and business affairs, with the capacity to bind the principal to obligations arising from those acts. The agency relationship is consensual and fiduciary: the agent acts for the benefit of the principal, subject to the principal's control, and the principal is generally bound by the agent's authorized acts as if the principal had performed them personally.
Several distinct contexts give the term legal content:
1. General agency law: An agent acts within authority — actual, apparent, or inherent — granted by the principal. The agent's acts within that authority create legal rights and obligations directly between the principal and third parties. The agent ordinarily drops out of the transaction once the principal is identified, though exceptions exist.
2. Fiduciary dimension: Because the agent stands in a fiduciary relation to the principal, the agent cannot deal on his own account in the principal's subject matter without disclosure and consent. Contracts entered by an agent in self-interest, or in conflict with the principal's interests, are voidable.
3. House of Lords and Privy Council practice (historical English usage): Solicitors and other admitted practitioners appearing in those courts were technically called "agents," functioning analogously to solicitors in lower courts. This usage is largely obsolete but appears in older English sources.
4. Saxon law (historical curiosity): Black's first edition preserves a usage unrelated to modern agency law — a guest at an inn who, after staying three nights, was reckoned part of the household. This meaning has no operational significance in modern legal research but can confuse readers of early sources.
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Common Language
Modern common usage (Wiktionary): One who acts for, or in the place of, another by that person's authority; also, informally, a person who brokers deals (talent agent, real estate agent) or works for an intelligence service.
Historical common usage (Webster's 1913): One who exerts power or has the power to act; also used in the sense of a causal force or instrument.
The gap between common and legal meaning is narrower here than with many legal terms, but it is real. In everyday speech, "agent" often describes a commercial intermediary (a sports agent, a booking agent) whose legal relationship to a principal may be loosely defined or entirely informal. In law, agency is a precise fiduciary and transactional structure with defined rules about authority, liability, and the binding effect of the agent's acts. A talent agent who negotiates a contract may or may not be an agent in the legal sense depending on whether the formal elements of agency — consent, control, fiduciary obligation — are present. Researchers should not assume that common usage of "agent" maps cleanly onto agency doctrine.
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Common Confusion
AGENT vs. INDEPENDENT CONTRACTOR: An independent contractor performs services for another but is not subject to that party's control over the manner and means of performance. An agent is subject to the principal's control. The distinction matters acutely for vicarious liability: principals are generally liable for the torts of agents acting within the scope of authority; they are generally not liable for independent contractors. Historical sources often conflate these categories or use "agent" loosely to include contractors.
AGENT vs. EMPLOYEE: All employees acting within job duties are agents of their employer, but not all agents are employees. An agent may have no employment relationship with the principal — a real estate broker acting for a buyer is an agent but not an employee. Historical dictionaries rarely draw this distinction clearly.
AGENT vs. TRUSTEE: Both agents and trustees act for the benefit of another, but a trustee holds legal title to property and acts in a capacity defined by the trust instrument, not by a principal's ongoing instruction. An agent acts in the principal's name; a trustee acts in the trustee's own name as a matter of legal title.
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Core Elements
For an agency relationship to exist, courts generally require:
1. Consent: Both principal and agent must consent — expressly or impliedly — to the relationship. Agency cannot be imposed without agreement.
2. Action on behalf of the principal: The agent must act for the principal's benefit, not independently on the agent's own account.
3. Control: The principal must have the right to control the agent's conduct in the subject matter of the agency. The degree of control distinguishes agents from independent contractors.
4. Authority: The agent's power to bind the principal depends on the scope of authority — actual (expressly or impliedly granted), apparent (created by the principal's conduct toward third parties), or inherent (arising from the agent's position itself).
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Recognized Forms
/SUBTYPES
General agent: Authorized to conduct a series of transactions or manage the principal's affairs continuously over time. Broader authority; principal is bound by acts within the usual scope of such an agency even without specific authorization.
Special agent: Authorized for a single transaction or a defined set of transactions. Authority is narrowly construed; third parties dealing with a special agent take the risk that authority is limited.
Universal agent: Authorized to act for the principal in all matters; rare and usually requires express appointment.
Factor (mercantile agent): A specialized commercial agent entrusted with possession of goods or documents of title for purposes of sale, with authority to sell in the agent's own name. Historical sources treat factors extensively under mercantile law.
Del credere agent: An agent who, for additional compensation, guarantees to the principal the solvency of third parties with whom the agent contracts on the principal's behalf.
Subagent: An agent appointed by an agent, acting under delegated authority. The principal is bound by a subagent's acts only when the original agent had authority to delegate.
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Why It Matters in Research
The central navigational challenge with "agent" in Law Mind sources is that the term does three different jobs in historical legal literature: (1) it carries the full doctrinal weight of principal-agent law; (2) it appears in specialized procedural and commercial contexts (House of Lords practice, factors, del credere agents) with meanings that diverge from general agency doctrine; and (3) it occasionally appears as a historical relic with no connection to modern agency law at all (the Saxon inn-guest usage in Black's first edition).
Researchers working in 19th-century materials will find agency doctrine heavily shaped by Story on Agency and Paley on Agency — both treatises cited extensively in Bouvier. The rules on extent of authority, duty to follow instructions, and the consequences of exceeding authority that appear in those sources remain foundational, but the vocabulary has shifted. "Factor" and "supercargo" appear where modern practice would use other terms. The del credere agent has largely disappeared from commercial practice.
The fiduciary dimension of agency is underemphasized in many historical dictionary entries. Bouvier's treatment is richer than most, noting that the agent in a fiduciary relation cannot contract with the principal with the same general binding force as when no such relation exists. Researchers analyzing conflicts of interest, self-dealing, or undisclosed agency need to look past the definitional entries and into the substantive treatise literature.
Jurisdictional variation in agency law is not dramatic at the doctrinal level — the Restatement (Second) of Agency and later the Restatement (Third) have shaped a broadly uniform American framework — but it matters at the edges: apparent authority, inherent authority (a category the Restatement Third effectively abandoned), and liability for subagents vary in application across jurisdictions. Historical sources predate these Restatement consolidations and should be read accordingly.
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Historical Dictionary Support
The historical dictionaries converge on the core meaning without difficulty. Burrill provides the cleanest foundational statement: "One who acts for another; one who is employed by another to do any act for his benefit, or on his account." This aligns with Story on Agency §3, the primary 19th-century treatise authority. Bouvier builds on this by addressing the fiduciary constraint, the agent's duty to follow instructions, and the conditions under which an agent with a special interest in the subject matter may enforce a contract in the agent's own name. These are substantively richer treatments than the definitional entry in Anderson, which redirects the reader without completing its thought.
Black's first edition stands apart in preserving the Saxon law usage (the three-night inn guest), which Cowell's legal dictionary traces to early English law. This is a genuine historical artifact rather than an error, but it has misled casual readers who encounter the entry out of context. No other dictionary in the Law Mind corpus repeats this usage, and it should not be treated as having any bearing on agency doctrine.
The historical sources are notably weak on the agent-independent contractor distinction, which would become critical in 20th-century tort and employment law. Researchers should not expect historical dictionaries to resolve modern classification questions.
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Jurisdictional Note
Agency doctrine is broadly uniform across American jurisdictions at the level covered by law dictionary definitions. Significant variation appears in statutory contexts — particularly insurance agents (heavily regulated, with state-specific licensing and authority rules), real estate agents, and employment agency relationships. The apparent authority doctrine is applied more expansively in some jurisdictions than others, and courts diverge on whether inherent authority survives as an independent category after the Restatement (Third).
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Encyclopedia Cross-Reference
Agency — Authority of Agents (Actual, Apparent, and Inherent) (The Law Mind Business Organizations & Corporate Law Encyclopedia)
Agency — Duties of Principals to Agents (The Law Mind Business Organizations & Corporate Law Encyclopedia)
Agency — Liability of Agents to Third Parties (The Law Mind Business Organizations & Corporate Law Encyclopedia)
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