The Shield of Disclosure: Agent Non-Liability in New York Law

December 12, 2023by Jeffrey Davis

In the intricate realm of agency law, New York has consistently adhered to the principle that an agent for a disclosed principal is not personally liable unless there is a clear and explicit indication of the agent’s intention to assume or add personal liability. This steadfast stance is rooted in various legal precedents, such as Denny v. Manhattan Company, Lenhart Altschuler Associates, Inc. v. Benjamin, Cullings v. Goetz, Kushes v. Ginsberg, and Moch Co. v. Rensselaer Water Co. The case of Anderson v. Radio Corp. of America (29 Misc.2d 611, 216 N.Y.S.2d 182) further reinforces this doctrine, highlighting New York’s reluctance to impose liability in the absence of an explicit agreement by the agent to assume the principal’s obligations.

The Absence of Contractual Assumption

One of the foundational principles underlying the agent’s non-liability is the absence of a contractual agreement by the agent to assume the principal’s liability. New York courts have consistently held that unless there is clear and explicit evidence of the agent’s intention to substitute or superadd personal liability for that of the principal, the agent remains shielded from personal responsibility (Savoy Record Co. v Cardinal Export Corp., 15 NY2d 1, 4 [1964]; Mencher v Weiss, 306 NY 1, 4 [1953]).

The Anderson Case: A Reinforcement of the Principle

In Anderson v. Radio Corp. of America, the New York Supreme Court emphasized the state’s stance on agent liability. The court’s decision underscored the importance of a contractual assumption of liability by the agent, citing the precedent set by Denny v. Manhattan Company and other relevant cases. The court held that absent a contract by the agent explicitly assuming the principal’s liability, the agent could not be held personally liable for the principal’s actions or obligations.

Presumption of Principal Binding

The legal landscape in New York further solidifies the agent’s protection from personal liability through the presumption that agents for disclosed principals intend to bind the principal and not themselves. In the case of Siguencia v. BSF 519 W. 143rd St. Holding LLC, the court emphasized this presumption, stating that in the absence of clear and explicit evidence indicating the agent’s intention to be personally bound, the default assumption is that the agent acts to bind the principal and not itself.


New York’s legal framework surrounding agent liability for disclosed principals is built on a foundation of precedent and sound legal principles. The state’s consistent refusal to impose personal liability on agents in the absence of a contractual assumption serves as a protective shield for agents acting on behalf of disclosed principals. Understanding and respecting this legal doctrine is crucial for businesses, individuals, and legal practitioners navigating the complex landscape of agency relationships in the state of New York.