Legal Definitions - commissionaire

A commissionaire is a specific type of agent who enters into contracts with third parties in their own name, but acts on behalf of an undisclosed or partially disclosed principal. While the third party contracts directly with the commissionaire, the legal and economic effects of the transaction are ultimately intended for the principal. This arrangement allows the principal to remain anonymous or to distance themselves from the direct contractual relationship, with the commissionaire bearing the immediate contractual responsibility to the third party.

Here are some examples to illustrate the role of a commissionaire:

• Example 1: Art Acquisition for a Private Collector

  Imagine a wealthy art collector, Ms. Anya Sharma, who wishes to acquire a rare painting from a gallery but wants to remain anonymous to avoid driving up the price or attracting public attention. She hires an art dealer, Mr. Ben Carter, to purchase the painting for her. Mr. Carter, acting as a commissionaire, approaches the gallery and negotiates the purchase in his own name. The gallery enters into a sales contract directly with Mr. Carter, unaware that he is buying on behalf of Ms. Sharma. Once the purchase is complete, Mr. Carter transfers the painting to Ms. Sharma, who is the principal. In this scenario, Mr. Carter is the commissionaire because he contracted in his own name with the gallery, but for the benefit and on behalf of Ms. Sharma.

• Example 2: Specialized Component Procurement for a Tech Company

  Consider "Quantum Innovations," a technology company developing a groundbreaking new device. They need a highly specialized, custom-manufactured component but want to keep their involvement secret from competitors and the component manufacturer to protect their intellectual property. They engage "Global Sourcing Solutions," a procurement firm, to acquire the component. Global Sourcing Solutions acts as the commissionaire. They contact the component manufacturer and place the order in their own company's name. The manufacturer enters into a contract with Global Sourcing Solutions, delivering the component to them. Global Sourcing Solutions then transfers the component to Quantum Innovations, the principal. This allows Quantum Innovations to obtain the necessary part while maintaining discretion about their project.

• Example 3: Real Estate Purchase for an International Investor

  An international real estate investor, Mr. David Lee, wants to acquire several commercial properties in a new market. To prevent potential sellers from inflating prices or to avoid unwanted publicity, he decides to purchase the properties discreetly. He hires a local real estate firm, "Urban Acquisitions Inc.," to handle the transactions. Urban Acquisitions Inc., acting as the commissionaire, negotiates and signs the purchase agreements for the properties in its own corporate name. The property sellers contract directly with Urban Acquisitions Inc., unaware of Mr. Lee's identity as the ultimate buyer. After the transactions close, Urban Acquisitions Inc. transfers ownership of the properties to Mr. Lee, the principal, fulfilling their agreement while preserving Mr. Lee's anonymity during the acquisition process.