Agent (Black's Law Dictionary, 11th ed.)

AGENT, Black's Law Dictionary (11th ed. 2019)
Black's Law Dictionary (11th ed. 2019), agent
AGENT
Bryan A. Garner, Editor in Chief
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agent (15c) 1. Something that produces an effect <an intervening agent>. See cause (1); electronic agent. 2. Someone who is
authorized to act for or in place of another; a representative <a professional athlete's agent>. — Also termed commissionaire.
See agency. Cf. principal, n. (1); employee.
“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 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).
- 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. See patent agent.
- agent of necessity. (1857) An agent that the law empowers to act for the benefit of another in an emergency. — Also termed
agent by necessity.
- apparent agent. (1823) Someone who reasonably appears to have authority to act for another, regardless of whether actual
authority has been conferred. — Also termed ostensible agent; implied agent.
- associate agent. Patents. An agent who is registered to practice before the U.S. Patent and Trademark Office, has been
appointed by a primary 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. See patent agent.
- bail-enforcement agent. See bounty hunter.
- bargaining agent. (1935) A labor union in its capacity of representing employees in collective bargaining.
- broker-agent. See broker.
- business agent. See business agent.
- case agent. See case agent.
- clearing agent. (1937) Securities. A person or company acting as an intermediary in a securities transaction or providing
facilities for comparing data regarding 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
agency.
- closing agent. (1922) An agent who represents the purchaser or buyer in the negotiation and closing of a real-property
transaction by handling financial calculations and transfers of documents. — Also termed settlement agent. See also settlement
attorney under attorney.
- co-agent. (16c) Someone who shares with another agent the authority to act for the principal. — Also termed dual agent.
Cf. common agent.
- commercial agent. (18c) 1. broker. 2. A consular officer responsible for the commercial interests of his or her country at a
foreign port. 3. See mercantile agent. 4. See commission agent.
- commission agent. (1812) An agent whose remuneration is based at least in part on commissions, or percentages of actual
sales. • Commission agents typically work as middlemen between sellers and buyers. — Also termed commercial agent.
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AGENT, Black's Law Dictionary (11th ed. 2019)
- common agent. (17c) An agent who acts on behalf of more than one principal in a transaction. Cf. co-agent.
- corporate agent. (1819) An agent authorized to act on behalf of a corporation; broadly, all employees and officers who have
the power to bind the corporation.
- county agent. See juvenile officer under officer (1).
- del credere agent (del kred-ə-ray or kray-də-ray) (1822) 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.
- diplomatic agent. (18c) 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 minister of foreign
affairs.
- double agent. (1935) 1. A spy who finds out an enemy's secrets for his or her principal but who also gives secrets to the
enemy. 2. See dual agent (2).
- dual agent. (1881) 1. See co-agent. 2. An agent who represents both parties in a single transaction, esp. a buyer and a seller.
— Also termed (in sense 2) double agent.
- emigrant agent. (1874) One engaged in the business of hiring laborers for work outside the country or state.
- enrolled agent. See enrolled agent.
- escrow agent. See escrow agent.
- estate agent. See real-estate agent.
- fiscal agent. (18c) 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. (1938) Someone who registers with the federal government as a lobbyist representing the interests of a foreign
country or corporation.
- forwarding agent. (1837) 1. freight forwarder. 2. A freight-forwarder who assembles less-than-carload shipments (small
shipments) into carload shipments, thus taking advantage of lower freight rates.
- general agent. (17c) 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. Cf. special agent.
- government agent. (1805) 1. An employee or representative of a governmental body. 2. A law-enforcement official, such as
a police officer or an FBI agent. 3. An informant, esp. an inmate, used by law enforcement to obtain incriminating statements
from another inmate.
- gratuitous agent. (1822) An agent who acts without a right to compensation.
- high-managerial agent. (1957) 1. An agent of a corporation or other business who has authority to formulate corporate policy
or supervise employees. — Also termed superior agent. 2. See superior agent (1).
- implied agent. See apparent agent.
- independent agent. (17c) An agent who exercises personal judgment and is subject to the principal only for the results of
the work performed. Cf. nonservant agent.
- innocent agent. (1805) 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 agent.
- listing agent. (1927) The real-estate broker's representative who obtains a listing agreement with the owner. Cf. selling agent;
showing agent.
- local agent. (1804) 1. An agent appointed to act as another's (esp. a company's) representative and to transact business within
a specified district. 2. See special agent.
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AGENT, Black's Law Dictionary (11th ed. 2019)
- managing agent. (1812) 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.
- mercantile agent. (18c) An agent employed to sell goods or merchandise on behalf of the principal. — Also termed commercial
agent.
- nonservant agent. (1920) 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 independent contractor.
Cf. independent agent; servant.
- ostensible agent. See apparent agent.
- patent agent. (1859) A specialized legal professional — not necessarily a lawyer — who has fulfilled the U.S. Patent and
Trademark Office requirements as a 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. — Often shortened to agent.
— Also termed registered patent agent; patent solicitor. Cf. patent attorney.
- primary agent. (18c) 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 (1).
- private agent. (17c) An agent acting for an individual in that person's private affairs.
- process agent. (1886) A person authorized to accept service of process on behalf of another. See registered agent.
- procuring agent. (1954) Someone 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. (17c) A person appointed to act for the public in matters relating to governmental administration or public
business.
- real-estate agent. (1844) 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). — Also termed estate agent. Cf. realtor.
- record agent. See insurance agent.
- registered agent. (1809) A person authorized to accept service of process for another person, esp. a foreign corporation, in
a particular jurisdiction. — Also termed resident agent. See process agent.
- registered patent agent. See patent agent.
- resident agent. See registered agent.
- secret agent. See secret agent.
- selling agent. (1839) 1. The real-estate broker's representative who sells the property, as opposed to the agent who lists the
property for sale. 2. See showing agent. Cf. listing agent.
- settlement agent. (1952) See closing agent.
- showing agent. (1901) A real-estate broker's representative who markets property to a prospective purchaser. • A showing
agent may be characterized as a subagent of the listing broker, as an agent who represents the purchaser, or as an intermediary
who owes an agent's duties to neither seller nor buyer. — Also termed selling agent. Cf. listing agent.
- soliciting agent. (1855) 1. Insurance. An agent with authority relating to the solicitation or submission of applications to an
insurance company but usu. without authority to bind the insurer, as by accepting the applications on behalf of the company.
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.
- special agent. (17c) 1. An agent employed to conduct a particular transaction or to perform a specified act. Cf. general agent.
2. See insurance agent.
- specially accredited agent. (1888) An agent that the principal has specially invited a third party to deal with, in an implication
that the third party will be notified if the agent's authority is altered or revoked.
- statutory agent. (1844) An agent designated by law to receive litigation documents and other legal notices for a nonresident
corporation. • In most states, the secretary of state is the statutory agent for such corporations. Cf. agency by operation of law
(1) under agency (1).
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AGENT, Black's Law Dictionary (11th ed. 2019)
- stock-transfer agent. (1873) See transfer agent.
- subagent. (18c) 1. 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. — Also termed
subservant. Cf. primary agent; subordinate agent.
“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).
2. See buyer's broker under broker.
- subordinate agent. (17c) An agent who acts subject to the direction of a superior agent. • Subordinate and superior agents
are co-agents of a common principal. See superior agent. Cf. subagent (1).
- successor agent. (1934) 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. (17c) 1. An agent on whom a principal confers the right to direct a subordinate agent. See subordinate agent.
2. See high-managerial agent (1).
- transfer agent. (1850) 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 maintains 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 transfer right is appropriately documented. — Also termed stock-transfer agent.
- trustee-agent. A trustee who is subject to the control of the settlor or one or more beneficiaries of a trust. See trustee (1).
- undercover agent. (1930) 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 suspect.
- undisclosed agent. (1863) An agent who deals with a third party who has no knowledge that the agent is acting on a principal's
behalf. Cf. undisclosed principal under principal (1).
- universal agent. (18c) An agent authorized to perform all acts that the principal could personally perform.
- vice-commercial agent. (1800) 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.
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