Also known as: representative capacities · in a representative capacity
Written by attorneys — see sources below.
The position of one standing or acting for another, especially through delegated authority. A person acts in this role when performing functions on behalf of a principal or entity rather than in an individual or personal capacity.
The SEC sued Falcon Ridge Capital for insider trading. At trial the SEC offered testimony from an analyst who heard managing partner Martin Lewis say on a conference call that the fund had shorted stock on inside information. Lewis spoke while directing the fund's trading decisions. The court treated the statement as made by the opposing party in a representative capacity and admitted it as nonhearsay.
Carol appeared before the city planning commission to advocate for taller building heights. She had been retained and paid by Nova Structures, which held options on affected parcels. Carol opened by stating only her name and her study of the issue. Because she did not disclose that she appeared in a representative capacity, the commission treated her as an independent expert.
Rosalind Reed, as executor of an estate, contracted with a contractor to repair estate property. The contract identified the estate and stated that Reed signed as executor. When the contractor later sued for breach, Reed was not held personally liable because she had acted and signed only in a representative capacity.
In 1902, a trust indenture established Kingsbury Place as a private subdivision in St. Louis, with covenants requiring maintenance as desirable residence property of the highest class. The indenture empowers trustees and property owners to enforce its provisions against encroachment or injury. Except for one vacant lot, the subdivision features spacious two and three-story homes used exclusively as private residences. Louise Woodruff Johnston, owner of the house at #4 Kingsbury Place, died on January 14, 1973. Her will directed the executor, Mercantile Trust Co., to cause the home to be razed and the land sold, with proceeds transferred to the residue of the estate. Following Johnston's death, neighboring property owners and trustees for the Kingsbury Place Subdivision filed suit against the executor seeking an injunction to prevent demolition of the house. The plaintiffs contended that razing the home would adversely affect their property rights and the community. During trial, uncontradicted testimony established that the current value of the house and land totaled $40,000, while the empty lot would fetch no more than $5,000 after $4,350 in demolition costs. The St. Louis Commission on Landmarks and Urban Design had designated Kingsbury Place as a city landmark due to its architectural significance. Witnesses testified that demolition would depreciate adjoining property values by an estimated $10,000 and create a break in the urban design continuity. The trial court dissolved the temporary restraining order and ruled against the plaintiffs on all issues. The plaintiffs then appealed the denial of their petition to the Missouri Court of Appeals.
View caseA statement qualifies when the declarant was acting for the opposing party rather than personally and the statement is offered against that party. The rule treats the statement as the party's own admission even if the declarant held an official role such as managing partner or mayor.
The lawyer must disclose that the appearance is in a representative capacity. Failure to disclose leaves decision makers with the false impression that the lawyer speaks independently rather than for a client.
An executor or conservator who properly reveals the representative capacity and identifies the estate in the contract is not personally liable. Liability remains with the estate unless the representative fails to make the disclosure.
Yes. The filing is sufficient if it names the secured party or a representative of the secured party. Naming the managing member who acts for the factoring company meets the rule even though the company's exact name is omitted.
…Muller, as executrix and trustee, may be held liable on the theory that there was a waiver of the defense of non-liability in a representative capacity. This was the ground upon which a majority of the Appellate Division sustained the judgment. Assuming, without passing upon the question, that an attorney may waive such defense, we find…