Short answer. In two situations only. Where he expressly binds himself, and where he exceeds the limits of his authority without giving the other party sufficient notice of his powers. An agent who stays within his authority and acts as an agent is not personally liable on the contract at all.

What the law says

The agent who acts as such is not personally liable to the party with whom he contracts, unless he expressly binds himself or exceeds the limits of his authority without giving such party sufficient notice of his powers.

Civil Code, Article 1897 — Agent Not Personally Liable. Read the full provision →

The default: the agent drops out of the contract

An agent acting as such is a conduit. The contract he makes is between the principal and the third person, and Art. 1910 obliges the principal to comply with everything the agent may have done within the scope of his authority. So the ordinary agent has no stake in performance and no exposure if the principal defaults — a point worth being clear about before threatening the wrong person. The article states the exceptions narrowly, and both of them describe something the agent himself did rather than something the principal failed to do.

Expressly binding himself

The first exception is a choice. An agent may guarantee performance, undertake the obligation personally, or sign in a way that puts his own credit behind the deal, and if he does he can be sued on it. What matters is that the undertaking be express — implied from the surrounding circumstances is not enough, and the word in the article is doing real work. Look for it in the signature block, in a guarantee clause, or in a written assurance given during the negotiation; conversational reassurance rarely amounts to it.

Exceeding authority without sufficient notice

The second exception is about a misled counterparty, which is why it carries the proviso. An agent who goes beyond his powers but has shown the third person the extent of them has done what the law asks — the other side could read the document and decide for itself. An agent who conceals the limits, or lets the other side assume powers he does not have, answers personally. This is the mirror of Art. 1902, which entitles a third person to demand the presentation of the power of attorney, and of Art. 1898, under which a contract made in excess of authority is void as against the principal where the third person knew the limits.

What to check before you sign, and after

Ask for the power of attorney and keep a copy. That single step decides which of these rules will apply if the deal goes wrong: with the document in hand you can enforce against the principal for anything within it, and against the agent personally for anything outside it that he never disclosed. Note also that the principal may still be bound by later ratification, so an act beyond authority is not automatically a dead end. Keep the written authority, the signed contract and the correspondence that shows what you were told about the agent's powers.

Cases citing this provision

These Supreme Court decisions cite the provision above. We list them so you can read them yourself; the summaries of what each decided are not ours to give.

Related provisions

Note. Statute text quoted on this page is reproduced from the official enactment and is linked to the full provision. The explanation around it is general legal information from Vivas & Nobles Law Office, not legal advice. Whether it applies to your situation depends on facts only a lawyer reviewing them can assess.