imputed notice

When an agent acts for its principal, and the agent has notice of a state of affairs or fact, the principal has imputed notice of the knowledge of the agent's knowledge of the relevant affairs or fact. An agent might be a commercial agent, a person owing a fiduciary duty such as a solicitor, or an employee. The policy is based on the presumption that the agent did his duty and passed on all relevant information to the principal during the course of the negotiations. The presumption however is rebuttable in circumstances where the agent has colluded by fraud against the principal or otherwise acted in a way where the relevant information was not passed to the principal.

Accordingly (for example), when a contract is being negotiated through an agent, the principal is deemed to know everything that the agent knows. There is also no reason in principle why the principal has imputed notice of some fact or matter of which his agent (such as a solicitor) has constructive notice.