4.6 Rights, Duties and Personal Liability of Agent

Duties (the fiduciary ledger): (1) to act within authority and with reasonable care anddiligence; (2) to obey the principal's lawful instructions; (3) to render proper accounts and pay over moneys received; (4) to communicate with the principal in difficulty; (5) not todeal on his own account without disclosure (self-dealing); (6) not to make secret profits; (7) not to delegate (4.5); (8) not to disclose confidential information; (9) on termination, to hand over. Rights: (1) remuneration/commission as agreed (earned on completion or per the agreement's milestones); (2) indemnity against consequences of lawful acts within authority; (3) reimbursement of expenses and losses incurred in the agency's proper course; (4) lien on the principal's goods and papers for amounts due (the agent's lien — the general commercial lien's face); (5) to retain moneys until indemnified for liabilities properly incurred. Personal liability ofthe agent: the general rule is that the agent is not personally liable on contracts made for a disclosed principal; he is liable where (i) he contracts in his own name or fails to disclose the agency (undisclosed-principal cases — the Code's discipline is that the one who signs personally answers personally unless the principal is properly disclosed and the authority shown), (ii) he exceeds authority (liable to the third party; the principal may ratify or disclaim), (iii) he acts for a…