What Is An ''Agent'' Legal Definition ?
"An agent is one who represents another, called the principal, in dealings with third persons. Such representation is called agency." (Civ. Code, 2295.)
The essence of an agency relationship is the delegation of authority from the principal to the agent which permits the agent to act "not only for, but in the place of, his principal" in dealings with third parties. (People v. Treadwell (1886) 69 Cal. 226, 236 10 P. 502, italics in original.)
"The heart of agency is expressed in the ancient maxim: 'Qui facit per alium facit per se.' He who acts through another acts by or for himself." ( Wallace v. Sinclair (1952) 114 Cal. App. 2d 220, 229 250 P.2d 154; see 3 Am.Jur.2d (1986) Agency, 2, p. 510.)
Thus, it has been said "that the distinguishing features of an agency are representative character and derivative authority." ( Lovetro v. Steers (1965) 234 Cal. App. 2d 461, 474 44 Cal. Rptr. 604; Gipson v. Davis Realty Co. (1963) 215 Cal. App. 2d 190, 206 30 Cal. Rptr. 253; Store of Happiness v. Carmona & Allen (1957) 152 Cal. App. 2d 266, 269 312 P.2d 1104.)
In general, "any person having capacity to contract may appoint an agent, and any person may be an agent." (Civ. Code, 2296.) However, there are limitations upon the establishment of an agency relationship. "An agent may be authorized to do any acts which his principal might do, except those to which the latter is bound to give his personal attention." (Civ. Code, 2304.)
In other words, a principal may not assign nondelegable duties to an agent and may not employ an agent to do that which the principal cannot do personally.
Accordingly, if a principal wishes to accomplish an end that it cannot personally accomplish, it must do so, if at all, through a mechanism other than an agency relationship.
Moreover, in considering the meaning of "agent" in section 317, the court in APSB Bancorp v. Thornton Grant, supra, 26 Cal. App. 4th 926 noted that "the primary right of control is particularly persuasive" and that other factors include "whether the 'principal' and 'agent' are engaged in distinct occupations; the skill required to perform the 'agent's' work; whether the 'principal' or 'agent' supplies the workplace and tools; the length of time for completion; whether the work is part of the 'principal's' regular business; and whether the parties intended to create an agent/principal relationship." (26 Cal. App. 4th at pp. 932-933.)
"For the purposes of section 317, 'agent' means any person who is or was a director, officer, employee or other agent of the corporation . . . ." ( 317, subd. (a), italics added.)
"An agent is one who represents another, called the principal, in dealings with third persons." (Civ. Code, 2295; see APSB Bancorp v. Thornton Grant (1994) 26 Cal. App. 4th 926, 931 31 Cal. Rptr. 2d 736 applying the definition of "agent" in Civ. Code 2295 to the term "agent" in Corp. Code 317.)
"It is . . . well recognized by the authorities that the law of principal and agent is generally applicable to the relation of attorney and client. . . ." ( Sullivan v. Dunne (1926) 198 Cal. 183, 192 244 P. 343; see also 1 Witkin, Cal. Procedure (4th ed. 1996) Attorneys, 69, pp. 102-103.)