Question

Difficulty: MediumLaw of Agency: Rights, Duties, Liabilities, and Termination

Folake was appointed by Zenith Merchants to negotiate the purchase of a commercial property. During the transaction, the property vendor offered Folake an undisclosed financial commission of ₦500,000 to expedite the deal, which she accepted without informing her principal. Which of the following best describes the legal position of Zenith Merchants regarding this financial commission?

  1. Zenith Merchants is legally entitled to claim the ₦500,000 from Folake, as an agent must not make any secret profit from the agency.Answer
  2. B
    Folake is legally entitled to retain the money because it was a voluntary gift paid directly by a third party.
  3. C
    Zenith Merchants can only dismiss Folake but has no legal right to demand the money received from the vendor.
  4. D
    The transaction becomes void automatically, requiring both parties to return to their initial positions without financial recovery.

Answer

Zenith Merchants is legally entitled to claim the ₦500,000 from Folake, as an agent must not make any secret profit from the agency.
Under the Law of Agency, an agent owes a fiduciary duty of loyalty and honesty to the principal. This includes the duty not to make any secret profit or receive secret commissions. If an agent receives an undisclosed benefit from a third party while executing agency duties, the principal has the legal right to recover that money in full.

Step-by-Step Solution

1
Identify the relationship and legal duties involved in the scenario.
Folake is acting as an agent for Zenith Merchants (the principal).
The law of agency imposes specific fiduciary duties on agents acting on behalf of principals.
2
Analyze the legal consequence of receiving undisclosed money from a third party.
Accepting an undisclosed commission constitutes making a secret profit, breaching the fiduciary duty of loyalty.
An agent is legally obligated to act in good faith and must account to the principal for all benefits derived from the agency position.
3
Determine the remedies available to the principal.
The principal can recover the secret profit, dismiss the agent, and repudiate the contract if desired.
All secret gains acquired by an agent in the course of agency belong legally to the principal.

Key Concept

Duty of Agent Not to Make Secret Profit
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