Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Contract definition

What does Contract mean? In legal practice, a contract is the enforceable agreement by which parties set out promises and allocate risk, whether made orally, in writing or by conduct. The law of contract is principally case-law driven across England & Wales, Scotland, Northern Ireland and Ireland, with statutory interventions on formalities, construction and consumer protection. In England & Wales, Northern Ireland and Ireland, formation generally requires offer, acceptance, consideration and an intention to create legal relations. In Scotland, consideration is not required; a contract is formed by agreement (consensus in idem) with the necessary intention, with writing only needed in defined cases. Key features...

Agency and contracting under English law: authority, liability, undisclosed principals, directors, pure intermediaries and dual agents, fraud, warranty of authority, and identity and capacity of signatories

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Practice notes

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This Practice Note explores issues around an Agent’s Authority to enter Contracts for a principal and, relatedly, determining which party should sue or be sued where an agency relationship exists. For broader guidance on the formation of an agency, see Practice Note: Nature and types of agency.

Who is liable? Agent or principal—general position

In Re Lendy, the judge distilled the position on agent and/or principal liability where an agent acts for their principal:

The default rule is that the contract is that of the principal and only the principal can sue or be sued. However, this can be displaced if, considering the nature and terms of the agreement and the surrounding circumstances, the parties’ intention points to a different outcome.
If an agent signs a contract expressly as agent, they are taken not to have contracted personally unless it is clear from other provisions that the agent is to be bound, in which case the agent may be regarded as contracting both as agent and as principal.

Accordingly, it is essential to scrutinise the particular circumstances and the terms of any contract involving...

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Web page updated on 21/05/2026

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