This section is from the book "Cyclopedia Of Architecture, Carpentry, And Building", by James C. et al. Also available from Amazon: Cyclopedia Of Architecture, Carpentry And Building.
When an agent, in dealing with a third party, does not disclose the name of his principal, the third party is at liberty, on finding out who the principal is, to choose between holding him responsible, or holding the agent himself personally bound by the transaction. Consequently an agent, for his own protection, should not only state that he represents another person, and is not binding himself, but should make it clear just who his principal is. Thus if an architect be employed to purchase material or to contract for labor, he ought to state that he acts only in behalf of the owner, whose name he should give. The proper form of signature where an agent acts for his principal is "A(name of principal), by his attorney, B(name of agent).". Questions of Agency in Connection with Corporations, 5o= cieties and Public Officers. In dealing with a body of persons, incorporated or unincorporated, it is important for an architect to know whether his employment is authorized, so that he may look to some satisfactory source for his compensation. It has already been stated that in dealing with corporations it is prudent to ascertain whether the proposed action is within the powers of the corporation. It is further to be noted that a corporation can act only through agents, and that questions will therefore arise as to the powers of the agent, who will usually be an officer of the corporation. Thus in entering into a contract with a corporation, one should have evidence of the powers of the representative of the corporation with whom he deals. The power would generally appear in the by-laws or in some vote of the stockholders or directors. Many powers connected with routine business are conferred upon officers merely by virtue of their office, the by-laws investing them with "the duties usually incident to" the office in question. In important matters depending upon votes, it is to be considered whether the proceedings are formally correct, a matter upon which expert advice may be necessary. Oftentimes business houses or social or religious societies have names which might indicate them to be corporations, while in fact they are not incorporated. The law does not recognize as an entity or unit any firm or unincorporated association, but regards such bodies as merely collections of individuals, although statutes in some states permit suit to be brought against even an unincorporated society as a body. Aside from these statutes, in suing a club or unincorporated society the persons composing it must be named individually, and the legal remedy is against such members as are liable; whereas in the case of a corporation, it is sued as a legal person. In the latter case the liability of stockholders is limited; but a member of an unincorporated club or society who is bound by a contract made for the society may be liable to the full extent of the contract. No general rule can be laid down, however, that all members are liable for acts of a society. The question arises whether each member has given authority to bind him by the given action, a question often of great difficulty. Thus an architect who supposes himself to be acting for a club or religious society, may find himself in case of dispute with a claim against only the members of a small committee which authorized the work. In dealing with public officials, the limits of their authority are to be ascertained from the general laws, or from the charter of the particular municipality. A public body, in order to have its acts valid, must be acting as a body at a meeting properly held and organized. The agreement of all the members of such a body outside of a meeting does not constitute official action.