# Linked Terms

> Linked terms used in this Wiki

Source: https://wiki.powersofattorney.com/terms · Updated 6 April 2025

This page is broken into the following sections:

- [**frequently used terms**](https://wiki.powersofattorney.com/terms#frequently-used-terms)
- [**terms explained on Wiki pages**](https://wiki.powersofattorney.com/terms#terms-explained-on-wiki-pages)
- [**types of** ***Power of Attorney***](https://wiki.powersofattorney.com/terms#types-of-powers-of-attorney)
- [**defined terms (definitions below)**](https://wiki.powersofattorney.com/terms#defined-terms-definitions-below)

### **Frequently Used Terms**

- [Six (6) Greater States](https://wiki.powersofattorney.com/terms#meaning-of-six-6-greater-states)
- [agent](https://wiki.powersofattorney.com/agentswhatisagent#an-agent-is-an-entity-appointed-by-the-principal-to-represent-and-bind-the-principal)
- [durable](https://wiki.powersofattorney.com/typescommonlyusedpersons#durable-powers-of-attorney)
- [capacity](https://wiki.powersofattorney.com/capacitytexas#capacity-refers-to-ability-to-manage-ones-own-affairs)
- [create](https://wiki.powersofattorney.com/creation/create#terms-like-create-or-make-a-power-of-attorney-have-various-meanings)
- [government form](https://wiki.powersofattorney.com/governmentforms#government-forms-in-ca-tx-ny-il)
- [incapacity](https://wiki.powersofattorney.com/capacitytexas#the-six-6-greater-states-have-defined-incapacity-in-legislation)
- [legislation](https://wiki.powersofattorney.com/legislation#the-legislation-governs-powers-of-attorney-for-persons)
- [non-durable](https://wiki.powersofattorney.com/typescommonlyusedpersons#non-durable-powers-of-attorney)
- [original agent](https://wiki.powersofattorney.com/agentswhatisagent#an-original-agent-is-first-appointed)
- [principal](https://wiki.powersofattorney.com/principal#the-principal-is-the-entity-that-makes-the-power-of-attorney)
- [protector](https://wiki.powersofattorney.com/protector#protector-ca-tx-il-pa)
- [successor agent](https://wiki.powersofattorney.com/successoragents#a-successor-agent-replaces-an-original-agent-who-is-ineligible)
- [sub-agent](https://wiki.powersofattorney.com/subagents#an-original-agent-or-successor-agent-may-be-authorized-to-appoint-sub-agents)
- [‘sub-servant’ or ‘delegate’](https://wiki.powersofattorney.com/subservantsdelegates#sub-servants-and-delegates)
- [legislation](https://wiki.powersofattorney.com/legislation#the-legislation-governs-powers-of-attorney-for-persons)

### **Terms Explained On Wiki Pages**

- [class conditions](https://wiki.powersofattorney.com/conditions#conditions-upon-a-class)
- [conditions](https://wiki.powersofattorney.com/conditions#conditions-can-be-imposed-in-respect-of-an-agents-appointment)
- [commercial tasks](https://wiki.powersofattorney.com/whatcanagentdo#there-are-lots-of-examples-of-commercial-tasks)
- [compulsory contents](https://wiki.powersofattorney.com/creation/requirements#mandatory-requirements-1)
- [corporate agent](https://wiki.powersofattorney.com/agentswhatisagent#a-commercial-entity-may-be-an-agent)
- [contractual](https://wiki.powersofattorney.com/typescommonlyusedpersons#contractual-powers-of-attorney-contained-in-a-contract)
- [cumulative](https://wiki.powersofattorney.com/legislation#the-legislation-tends-to-operate-cumulatively)
- [direction](https://wiki.powersofattorney.com/directionwhatis#a-direction-regulates-the-core-terms-of-a-power-of-attorney)
- [duties](https://wiki.powersofattorney.com/agentoblig#an-agent-owes-various-duties-to-the-principal)
- [entitlement to remuneration and expenses](https://wiki.powersofattorney.com/agententitle#an-agent-may-be-entitled-to-remuneration-or-expenses)
- [exclusions](https://wiki.powersofattorney.com/legislation#exclusions)
- [freedom](https://wiki.powersofattorney.com/typescommonlyusedpersons#freedom-of-choice-is-important)
- [individual conditions](https://wiki.powersofattorney.com/agentappt#conditions-upon-an-individual)
- [inexorably linked](https://wiki.powersofattorney.com/propinotherstates#inexorably-linked-means-certain-criteria-are-satisfied)
- [lapse of time](https://wiki.powersofattorney.com/agentappt#delay-ie-lapse-of-time-is-no-obstacle-to-acceptance)
- [legislative duties](https://wiki.powersofattorney.com/agentoblig#an-agent-owes-legislative-duties)
- [liabilities](https://wiki.powersofattorney.com/agententitle#an-agents-liabilities-may-be-partly-regulated-by-legislation)
- [limitation](https://wiki.powersofattorney.com/limitwhatis#a-limitation-qualifies-another-provision-or-principle)
- [mandatory notices](https://wiki.powersofattorney.com/creation/requirements#required-notices)
- [minor limitations](https://wiki.powersofattorney.com/whatcanagentdo#some-tasks-are-unable-to-be-performed-by-an-agent)
- [monitor](https://wiki.powersofattorney.com/monitor#in-new-york-a-principal-may-appoint-a-monitor)
- [officeholder](https://wiki.powersofattorney.com/introotherofficeholders#essential-officeholders-include-the-principal-and-agents)
- [oral](https://wiki.powersofattorney.com/typescommonlyusedpersons#oral-powers-of-attorney-created-using-spoken-words)
- [overlap](https://wiki.powersofattorney.com/whatcanagentdo#overlapping-powers-are-regulated-by-legislation-in-some-of-the-six-6-greater-states)
- [professional](https://wiki.powersofattorney.com/agentswhatisagent#professionals-may-be-appointed-as-agents)
- [properly executed](https://wiki.powersofattorney.com/creation/requirements#witnessing-acknowledgement-requirements)
- [property](https://wiki.powersofattorney.com/Insightfutureacqprop#three-of-the-six-6-greater-states-define-the-property-relevant-to-a-power-of-attorney)
- [prudent agent](https://wiki.powersofattorney.com/agentswhatisagent#the-term-prudent-agent-is-sometimes-used)
- [prudent principal](https://wiki.powersofattorney.com/principal#there-is-a-prudent-principal)
- [remedy](https://wiki.powersofattorney.com/regremedies#the-term-remedy-in-this-wiki-focuses-upon-relief-that-is-unique-to-powers-of-attorney)
- [remuneration or expenses](https://wiki.powersofattorney.com/agententitle#agent-may-be-entitled-to-remuneration-or-expenses)
- [remunerate](https://wiki.powersofattorney.com/agententitle#agent-may-be-entitled-to-remuneration-or-expenses)
- [regulation](https://wiki.powersofattorney.com/legislation#the-legislation-governs-powers-of-attorney-for-persons)
- [revocation](https://wiki.powersofattorney.com/termmng#a-power-of-attorney-terminates-upon-revocation-by-the-principal)
- [risk](https://wiki.powersofattorney.com/insightrisks#there-are-risks-associated-with-using-a-power-of-attorney)
- [risk management](https://wiki.powersofattorney.com/insightrisks#there-are-two-aspects-to-risk-management)
- [special and hot tasks](https://wiki.powersofattorney.com/whatcanagentdo#certain-special-and-hot-tasks-require-express-authority)
- [‘statutory’ tasks](https://wiki.powersofattorney.com/whatcanagentdo#statutory-tasks-are-contained-in-the-legislation-of-many-states)
- [term of appointment](https://wiki.powersofattorney.com/termaboutterm#example-3-term-of-appointment)
- [terms of authority](https://wiki.powersofattorney.com/termaboutterm#example-2-term-of-authority)
- [termination](https://wiki.powersofattorney.com/termmng#termination-refers-to-a-power-of-attorney-coming-to-an-end)
- [terminate upon fulfilment of its purpose](https://wiki.powersofattorney.com/termmng#a-power-of-attorney-terminates-upon-fulfilment-of-its-purpose)
- [traditional](https://wiki.powersofattorney.com/historydevbriefhistory#development)
- [third party enforcement regime](https://wiki.powersofattorney.com/thirdparty/interests#third-party-enforcement-regime)
- [third party rights](https://wiki.powersofattorney.com/thirdparty/interests#third-party-rights)
- [tasks](https://wiki.powersofattorney.com/whatcanagentdo#there-are-lots-of-examples-of-commercial-tasks) (commercial)
- [tasks](https://wiki.powersofattorney.com/terms#examples-of-non-commercial-tasks) (non-commercial)
- [witnessing](https://wiki.powersofattorney.com/creation/requirements#witnessing-acknowledgement-requirements)
- [witnessing requirements](https://wiki.powersofattorney.com/creation/requirements#witnessing-acknowledgement-requirements)

### Types of *Powers of Attorney*

- [commercial](https://wiki.powersofattorney.com/typescommonlyusedpersons#commercial-powers-of-attorney)
- [contractual](https://wiki.powersofattorney.com/typescommonlyusedpersons#contractual-powers-of-attorney)
- [durable](https://wiki.powersofattorney.com/typescommonlyusedpersons#durable-powers-of-attorney)
- [general](https://wiki.powersofattorney.com/typescommonlyusedpersons#general-powers-of-attorney)
- [irrevocable](https://wiki.powersofattorney.com/typescommonlyusedpersons#irrevocable-powers-of-attorney)
- [legislative](https://wiki.powersofattorney.com/typescommonlyusedpersons#legislative-powers-of-attorney)
- [limited](https://wiki.powersofattorney.com/typescommonlyusedpersons#limited-special-and-specific-powers-of-attorney)
- [military](https://wiki.powersofattorney.com/typescommonlyusedpersons#military-powers-of-attorney)
- [non-contractual](https://wiki.powersofattorney.com/typescommonlyusedpersons#non-contractual-power-of-attorney)
- [non-durable](https://wiki.powersofattorney.com/typescommonlyusedpersons#non-durable-powers-of-attorney)
- [non-military](https://wiki.powersofattorney.com/typescommonlyusedpersons#non-military-powers-of-attorney)
- [non-springing](https://wiki.powersofattorney.com/typescommonlyusedpersons#non-springing-powers-of-attorney)
- [non-statutory](https://wiki.powersofattorney.com/typescommonlyusedpersons#non-statutory-powers-of-attorney)
- [non-statutory non-durable](https://wiki.powersofattorney.com/typescommonlyusedpersons#non-statutory-non-durable-powers-of-attorney)
- [non-statutory durable](https://wiki.powersofattorney.com/typescommonlyusedpersons#non-statutory-durable-powers-of-attorney)
- [oral](https://wiki.powersofattorney.com/typescommonlyusedpersons#oral-powers-of-attorney)
- [ordinary](https://wiki.powersofattorney.com/typescommonlyusedpersons#ordinary-power-of-attorney)
- [special](https://wiki.powersofattorney.com/typescommonlyusedpersons#limited-special-and-specific-powers-of-attorney)
- [specific](https://wiki.powersofattorney.com/typescommonlyusedpersons#limited-special-and-specific-powers-of-attorney)
- [springing](https://wiki.powersofattorney.com/typescommonlyusedpersons#springing-powers-of-attorney)
- [statutory](https://wiki.powersofattorney.com/typescommonlyusedpersons#statutory-powers-of-attorney)
- [temporary](https://wiki.powersofattorney.com/typescommonlyusedpersons#temporary-powers-of-attorney)

### **Defined Terms (Definitions Below)**

- [advance care directive](https://wiki.powersofattorney.com/terms#meaning-of-advance-care-directive)
- [agency agreement](https://wiki.powersofattorney.com/terms#meaning-of-agency-agreement)
- [agency](https://wiki.powersofattorney.com/terms#meaning-of-agency)
- [body corporate](https://wiki.powersofattorney.com/terms#meaning-of-body-corporate-or-bodies-corporate)
- [codified](https://wiki.powersofattorney.com/terms#meaning-of-codified)
- [commercial](https://wiki.powersofattorney.com/terms#meaning-of-commercial)
- [commercial entity](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity)
- [common law](https://wiki.powersofattorney.com/terms#meaning-of-common-law)
- [common agency agreement](https://wiki.powersofattorney.com/terms#meaning-of-common-agency-agreement)
- [conflict of interest](https://wiki.powersofattorney.com/terms#meaning-of-conflict-of-interest)
- [constituting documents](https://wiki.powersofattorney.com/terms#meaning-of-constituting-documents)
- [contract](https://wiki.powersofattorney.com/terms#meaning-of-contract)
- [creature of statute](https://wiki.powersofattorney.com/terms#meaning-of-creature-of-statute)
- [delegated decision making instrument](https://wiki.powersofattorney.com/terms#meaning-of-delegated-decision-making-instrument)
- [durability](https://wiki.powersofattorney.com/terms#meaning-of-durability)
- [eligible](https://wiki.powersofattorney.com/terms#meaning-of-eligible)
- [estate planning](https://wiki.powersofattorney.com/terms#meaning-of-estate-planning)
- [fiduciary](https://wiki.powersofattorney.com/terms#meaning-of-fiduciary)
- [four corners rule](https://wiki.powersofattorney.com/terms#meaning-of-four-corners-rule)
- [general law](https://wiki.powersofattorney.com/terms#meaning-of-the-general-law)
- [ineligible](https://wiki.powersofattorney.com/terms#meaning-of-ineligible)
- [jointly or severally](https://wiki.powersofattorney.com/terms#meaning-of-jointly-or-severally)
- [law of agency](https://wiki.powersofattorney.com/terms#meaning-of-the-law-of-agency)
- [legal entity](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity)
- [legally bind](https://wiki.powersofattorney.com/terms#meaning-of-legally-bind)
- [legal instrument](https://wiki.powersofattorney.com/terms#meaning-of-legal-instrument)
- [LLC](https://wiki.powersofattorney.com/terms#meaning-of-llc)
- [LLP](https://wiki.powersofattorney.com/terms#meaning-of-llp)
- [natural person](https://wiki.powersofattorney.com/terms#meaning-of-person-ie-natural-person); [person](https://wiki.powersofattorney.com/terms#meaning-of-person-ie-natural-person)
- [non-commercial](https://wiki.powersofattorney.com/terms#meaning-of-non-commercial)
- [reciprocal or interinsurance exchanges](https://wiki.powersofattorney.com/terms#meaning-of-reciprocal-or-interinsurance-exchanges)
- [remuneration](https://wiki.powersofattorney.com/agententitle#agent-may-be-entitled-to-remuneration-or-expenses)
- [re-eligible](https://wiki.powersofattorney.com/terms#meaning-of-re-eligible)
- [power](https://wiki.powersofattorney.com/terms#meaning-of-power)
- [power of appointment](https://wiki.powersofattorney.com/terms#meaning-of-power-if-appointment)
- [power of revocation](https://wiki.powersofattorney.com/terms#meaning-of-power-of-revocation)
- [separate agreement](https://wiki.powersofattorney.com/terms#meaning-of-separate-agreement)
- [Six (6) Greater States](https://wiki.powersofattorney.com/terms#meaning-of-six-6-greater-states)
- [sub-species](https://wiki.powersofattorney.com/terms#sub-species)
- [third party](https://wiki.powersofattorney.com/terms#meaning-of-third-party)
- [voidable](https://wiki.powersofattorney.com/terms#meaning-of-voidable)

## **Definitions**

### Meaning of ‘Advance Care Directive’

An *Advance Care Directive* is a record of consent or more pertinently, a refusal of consent to receiving certain medical treatment.

For example, a person might record that if they are on life support with no prospects for recovery, they do not consent to receiving sustenance or medical treatment and consent to receiving higher quantities of pain medication, including acceptance of all risks and similar.

An *Advance Care Directive* is not a [delegated decision making instrument](https://wiki.powersofattorney.com/terms#meaning-of-delegated-decision-making-instruments), because it does not appoint anyone to make decisions, or perform tasks, on behalf of the author of the *Advance Care Directive.*

#### California

See [§4701](https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=4701.&lawCode=PROB)

#### Texas

See [Title 2. Health, Subtitle H. Public Health Provisions, Chapter 166 Advance Directives](https://statutes.capitol.texas.gov/Docs/HS/htm/HS.166.htm)

#### New York

See [Title 10, Section 400.21](https://regs.health.ny.gov/content/section-40021-advance-directives#:~:text=400.21%20Advance%20directives.,is%20unable%20to%20do%20so.)

#### Florida

See [Chapter 765](http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0700-0799/0765/0765.html)

#### Illinois

See [755 ILCS 35](https://www.ilga.gov/legislation/ilcs/ilcs3.asp?ActID=2110&ChapterID=60)

#### Pennsylvania

See [Chapter 54](https://www.legis.state.pa.us/cfdocs/legis/LI/consCheck.cfm?txtType=HTM&ttl=20&div=0&chpt=54#:~:text=A%20living%20will%20may%20be,health%20care%20decisions%20for%20the)

### Meaning of ‘Agency’

“Agency” is a legal concept with various legal consequences.

Any agency requires a principal and an agent.

Hallmarks of an agency relationship include the agent assuming a [fiduciary](https://wiki.powersofattorney.com/terms#meaning-of-fiduciary) duty owed to the principal.

### Meaning of ‘Agency Agreement’

The term “agency agreement” typically refers to a contract under which a principal appoints an agent.

### Meaning of ‘Body Corporate" or “Bodies Corporate”

There is often need to distinguish between:-

- “[legal entities](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity)” as an inclusive group of all types of [legal entities](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity) (i.e. [persons](https://wiki.powersofattorney.com/terms#meaning-of-person-ie-natural-person) and [bodies corporate](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity)); and
- [persons](https://wiki.powersofattorney.com/terms#meaning-of-person-ie-natural-person); and
- [bodies corporate](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity) ( including corporations, trusts, companies, partnerships, associations and other kinds of [legal entities](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity) not being [persons](https://wiki.powersofattorney.com/terms#meaning-of-person-ie-natural-person)

#### Types of Commercial Entities

The following definition of ‘person’ from the legislation of New York ([§5-1501](https://codes.findlaw.com/ny/general-obligations-law/gob-sect-5-1501.html)) is a useful starting point when identifying types of [bodies corporate](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity):-

“..*corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, government agency, government entity, government instrumentality, public corporation, or any other legal or commercial entity*”.

##### Sub-Species

This list is complimented by recognizing the many [sub-species](https://wiki.powersofattorney.com/terms#sub-species) of these types of [legal entities](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity), including:-

- general, limited and limited liability partnerships
- “C”, “S” and “B” corporations, close corporations and nonprofit corporations and professional corporations
- limited liability companies and trust companies
- unincorporated non-profit associations, unincorporated profit associations and and associations
- many different types of trusts including discretionary trusts, unit trusts and charitable trusts

#### Florida Approach

The approach taken in Florida is exemplary with respect to defining the kinds of [legal entities](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity) in respect of which *Powers of Attorney* [legislation](https://wiki.powersofattorney.com/legislation#the-legislation-governs-powers-of-attorney-for-persons) applies.

In Florida:-

- the term “person” is defined to include all manner of [commercial entities](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity), including corporations, partnerships, companies and trusts, as well as individuals, ie. natural persons ([§1.01(3)](https://codes.findlaw.com/fl/title-i-construction-of-statutes/fl-st-sect-1-01.html)); and
- legislation applicable to *Powers of Attorney* created by individuals expressly provides that it does not apply to *Powers of Attorney* “created by a person other than an individual” ([§709.2103(4)](https://codes.findlaw.com/fl/title-xl-real-and-personal-property/fl-st-sect-709-2103.html)).

### Meaning of “Codified”

The term “codified” refers to the reduction to legislation of legal principles established at [common law](https://wiki.powersofattorney.com/terms#meaning-of-common-law).

### Meaning of “Commercial"

The term “[commercial](https://wiki.powersofattorney.com/terms#meaning-of-commercial)” in this Wiki refers to property, financial or legal affairs, as distinguished from welfare, lifestyle or medical matters.

Until relatively recently, it was generally accepted that a *Power of Attorney* could only be used for [commercial](https://wiki.powersofattorney.com/terms#meaning-of-commercial) purposes.

##### Importance of Distinction

The distinction between [commercial](https://wiki.powersofattorney.com/terms#meaning-of-commercial) and [non-commercial](https://wiki.powersofattorney.com/terms#meaning-of-non-commercial) affairs is important because whenever a *Power of Attorney* is proposed for use, the purpose of the *Power of Attorney* must be considered.

The correct type of *Power of Attorney* must be used (i.e. [commercial](https://wiki.powersofattorney.com/terms#meaning-of-commercial) or [non-commercial](https://wiki.powersofattorney.com/terms#meaning-of-non-commercial)).

### Meaning of “Common Agency Agreement”

The term “[common agency agreement](https://wiki.powersofattorney.com/terms#meaning-of-common-agency-agreement)” is often used in this Wiki to refer to an [agency agreement](https://wiki.powersofattorney.com/terms#meaning-of-agency-agreement), when distinguishing such an agreement from a *Power of Attorney*.

The term “common” in this context recognizes that a *Power of Attorney* is a form of [agency agreement](https://wiki.powersofattorney.com/terms#meaning-of-agency-agreement), hence using the term “common” makes clear that the agreement in question is not a *Power of Attorney.*

### Meaning of “Common Law”

The term “[common law](https://wiki.powersofattorney.com/terms#meaning-of-common-law)” refers to the law as observed by Courts over the years.

Often, this term is used to identify legal principles that are not captured in legislation, being principles identified in judgments handed down by relevant Courts.

When [common law](https://wiki.powersofattorney.com/terms#meaning-of-common-law) is re-stated in legislation this is commonly referred to as [codification](https://wiki.powersofattorney.com/terms#meaning-of-codified).

At [common law](https://wiki.powersofattorney.com/terms#meaning-of-common-law), legal principles deal with issues like whether a decision of a higher Court must be followed by a lower Court, what constitutes the binding component of any judgment.

[Common law](https://wiki.powersofattorney.com/terms#meaning-of-common-law) is traditionally modified by legislation, although the two sources of law work together.

Identifying the precise content of the [common law](https://wiki.powersofattorney.com/terms#meaning-of-common-law) is a sophisticated task and relevant reported cases can be hard to find.

There is often debate about the meaning and effect of judgments and similar, although similar debate also often takes place with respect to the meaning and effect of legislation.

#### Non-Durable *Powers of Attorney* in Texas

[Non-durable](https://wiki.powersofattorney.com/typescommonlyusedpersons#non-durable-powers-of-attorney-wont-operate-if-the-principal-lacks-capacity) *Powers of Attorney* in Texas continue to be governed solely by [common law](https://wiki.powersofattorney.com/terms#meaning-of-common-law).

This is because the [Texas Legislature](https://capitol.texas.gov/) has only passed [legislation](https://wiki.powersofattorney.com/legislation#the-legislation-governs-powers-of-attorney-for-persons) dealing with [durable](https://wiki.powersofattorney.com/typescommonlyusedpersons#durable-powers-of-attorney) *Powers of Attorney.*

#### Relevance of Common Law to *Powers of Attorney*

Many [common law](https://wiki.powersofattorney.com/terms#meaning-of-common-law) principles, such as those dealing with fiduciary duty, agency, undue influence and unconscionable conduct and conflicts of interest may be relevant to *Powers of Attorney*.

It follows that understanding the operation of *Powers of Attorney* often requires a thorough appreciation of relevant [legislation](https://wiki.powersofattorney.com/legislation#the-legislation-governs-powers-of-attorney-for-persons) and [common law](https://wiki.powersofattorney.com/terms#meaning-of-common-law) principles.

### Meaning of “Conflict Of Interest”

The term “[conflict of interest](https://wiki.powersofattorney.com/terms#meaning-of-conflict-of-interest)” frequently arises in the context of *Powers of Attorney* because *Powers of Attorney* impose a [fiduciary](https://wiki.powersofattorney.com/terms#meaning-of-fiduciary) duty and one of the core elements of a [fiduciary](https://wiki.powersofattorney.com/terms#meaning-of-fiduciary) duty is a duty to avoid [conflict of interest](https://wiki.powersofattorney.com/terms#meaning-of-conflict-of-interest).

The term “[conflict of interest](https://wiki.powersofattorney.com/terms#meaning-of-conflict-of-interest)” in the context of *Powers of Attorney* typically refers to circumstances where the interests of an [agent](https://wiki.powersofattorney.com/agentswhatisagent#an-agent-is-an-entity-appointed-by-the-principal-to-represent-and-bind-the-principal) are at odds with the interests of the [principal](https://wiki.powersofattorney.com/principal#the-principal-is-the-entity-that-makes-the-power-of-attorney).

### Meaning of "Conservator"

In California, the term “conservator” means “*a court-appointed conservator having authority to make a health care decision for a patient*” ([§4613](https://codes.findlaw.com/ca/probate-code/prob-sect-4613.html))

### Meaning of “Constituting Documents”

The term 'constituting documents' is used in this Wiki to refer to documents that govern [bodies corporate](https://wiki.powersofattorney.com/terms#meaning-of-body-corporate-or-bodies-corporate), in the sense of being the ‘incorporating instrument’ by which the [body corporate](https://wiki.powersofattorney.com/terms#meaning-of-body-corporate-or-bodies-corporate) was created and which governs its affairs.

For example:-

- in respect of a partnership, a *Partnership Agreement*
- in respect of a company or corporation, *Articles of Association*
- in respect of a trust, a *Trust Deed*

These kinds of documents may be relevant in the context of *Powers of Attorney* because, for example:-

- a partnership agreement or articles of association might include terms that qualify the ability of a [body corporate](https://wiki.powersofattorney.com/terms#meaning-of-body-corporate-or-bodies-corporate) to create a *Power of Attorney*
- these documents might define matters relevant to how a [body corporate](https://wiki.powersofattorney.com/terms#meaning-of-body-corporate-or-bodies-corporate) executes legal instruments.

### Meaning of "Contract"

The term “[contract](https://wiki.powersofattorney.com/terms#meaning-of-contract)” refers to an agreement entered between two or more parties that is intended to be legally binding.

A [contract](https://wiki.powersofattorney.com/terms#meaning-of-contract) is distinguishable from a deed, because features of a [contract](https://wiki.powersofattorney.com/terms#meaning-of-contract) include the need for consideration to extend from all parties to the [contract](https://wiki.powersofattorney.com/terms#meaning-of-contract), whereas a deed involves no such expectation.

### Meaning of "Creature of Statute"

The term “[creature of statute](https://wiki.powersofattorney.com/terms#meaning-of-creature-of-statute)” is used to refer to a [legal instrument](https://wiki.powersofattorney.com/terms#meaning-of-legal-instrument) that is created in reliance upon legislation that recognizes the right to create the [instrument](https://wiki.powersofattorney.com/terms#meaning-of-legal-instrument).

### Meaning of “Delegated Decision Making Instrument”

The term “delegated decision making instrument” in this Wiki:-

- refers to any instrument under which a [legal entity](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity) appoints another [legal entity](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity) to make decisions on its behalf; and
- is a general term and so, it includes reference to instruments for [commercial](https://wiki.powersofattorney.com/terms#meaning-of-commercial) or [non-commercial](https://wiki.powersofattorney.com/terms#meaning-of-non-commercial) purposes.

The following are all examples of delegated decision making instruments:

- [non-durable](https://wiki.powersofattorney.com/typescommonlyusedpersons#non-durable-powers-of-attorney-wont-operate-if-the-principal-lacks-capacity) *Powers of Attorney*
- [durable](https://wiki.powersofattorney.com/typescommonlyusedpersons#durable-powers-of-attorney) *Powers of Attorney*
- *Medical Powers of Attorney*

#### Quasi - Delegated Decision Making Instruments

Some [legal instruments](https://wiki.powersofattorney.com/terms#meaning-of-legal-instrument) are something akin to a [delegated decision making instrument](https://wiki.powersofattorney.com/terms#meaning-of-delegated-decision-making-instruments) but nonetheless, fall short of satisfying the intended meaning of this term in this Wiki.

For example, in Texas, a *Declaration of Guardianship* is less than a delegated decision making instrument because it is not an appointment of right, but rather, an expression of preference as to whom the declarant would prefer be appointed as their guardian, being a preference the declarant can reasonably hope will to be given effect by a Court, if called upon to appoint a guardian.

### Meaning of “Durability”

The term “durability” is a derivative of the the term “[durable](https://wiki.powersofattorney.com/typescommonlyusedpersons#durable-powers-of-attorney)” and is typically used in sentences like “depending upon the durability of the *Power of Attorney*..” which is referring to whether the *Power of Attorney* is [durable](https://wiki.powersofattorney.com/typescommonlyusedpersons#durable-powers-of-attorney) or [non-durable](https://wiki.powersofattorney.com/typescommonlyusedpersons#non-durable-powers-of-attorney-wont-operate-if-the-principal-lacks-capacity).

### Meaning of “Eligible”

The term “eligible” refers to being entitled to be appointed, in particular:-

- being named as a potential appointee
- not prevented from taking or remaining in office by virtue of any failure to satisfy or breach of a [condition](https://wiki.powersofattorney.com/agentappt#conditions-can-be-imposed-in-respect-of-an-agents-appointment)
- not prevented from taking or remaining in office by virtue of any [direction](https://wiki.powersofattorney.com/directionwhatis) or other provision recorded in the relevant *Power of Attorney*
- being of a suitable age
- not being bankrupt
- satisfying any relevant legislative requirements
- not lacking [capacity](https://wiki.powersofattorney.com/capacitytexas)

### Meaning of “Estate Planning”

An [estate plan](https://wiki.powersofattorney.com/terms#meaning-of-estate-planning) is a strategy designed to preserve and promote the wealth of a person and manage risks associated with [incapacity](https://wiki.powersofattorney.com/capacitytexas) or death.

An [estate plan](https://wiki.powersofattorney.com/terms#meaning-of-estate-planning) typically involves the preparation or consideration of various of documents, including:

- a will that in oversimplified terms, identifying who is to receive assets upon death;
- a [durable](https://wiki.powersofattorney.com/typesdurablepowerofattorney#a-durable-power-of-attorney-operates-if-the-principal-lacks-or-may-lack-capacity) *Power of Attorney* or perhaps multiple [durable](https://wiki.powersofattorney.com/typesdurablepowerofattorney#a-durable-power-of-attorney-operates-if-the-principal-lacks-or-may-lack-capacity) *Powers of Attorney*;
- a *Medical Power of Attorney*;
- an *Advance Directive* recording for example, consent or refusal of consent to receiving certain medical treatment;
- other relevant documents, including perhaps shareholder agreements, title deeds, trust deeds, contracts affected by death, incapacity or bankruptcy etc.

A *Power of Attorney* plays a key role in an [estate plan](https://wiki.powersofattorney.com/terms#meaning-of-estate-planning), identifying the manager or managers whom a person prefers to assume responsibility for their [commercial](https://wiki.powersofattorney.com/terms#meaning-of-commercial) interests, including property, financial and legal matters, in the event that the person loses [capacity](https://wiki.powersofattorney.com/capacitytexas).

As such, a *Power of Attorney* is one of a small number of documents forming part of an [estate plan](https://wiki.powersofattorney.com/terms#meaning-of-estate-planning) that do not deal with matters arising upon death, but rather, matters that would arise upon loss of [capacity](https://wiki.powersofattorney.com/capacitytexas).

Notably, a *Power of Attorney* is revoked upon the death of the [principal](https://wiki.powersofattorney.com/principal), as recognized for example in [§751.054](https://codes.findlaw.com/tx/estates-code/est-sect-751-054.html). Whilst [§751.054](https://codes.findlaw.com/tx/estates-code/est-sect-751-054.html) strictly only applies to [durable](https://wiki.powersofattorney.com/typesdurablepowerofattorney#a-durable-power-of-attorney-operates-if-the-principal-lacks-or-may-lack-capacity) *Powers of Attorney*, it seems that the notion that death of the [principal](https://wiki.powersofattorney.com/principal) operates to [revoke](https://wiki.powersofattorney.com/termrevmng) the *Power of Attorney* is well accepted.

The use and importance of *Powers of Attorney* in [estate planning](https://wiki.powersofattorney.com/terms#meaning-of-estate-planning) is increasing, given that society is ageing and has ever increasing access to medical services.

In all likelihood, at least a percentage of people will experience some degree of [incapacity](https://wiki.powersofattorney.com/capacitytexas) associated with the last years of their life.

It would be advantageous for everyone to ensure a plan is in place to deal with any future loss of their [capacity](https://wiki.powersofattorney.com/capacitytexas) to manage their own affairs, if for no other reason than to ensure that in the unlikely event they loss [capacity](https://wiki.powersofattorney.com/capacitytexas), family members are not required to go to Court and they do not suffer financial loss or detriment because no one could attend to their affairs.

Various, different professionals may be involved to develop and execute a strong [estate plan](https://wiki.powersofattorney.com/terms#meaning-of-estate-planning), including lawyers, accountants, financial planners, medical practitioners and insurance brokers, superannuation advisers etc.

###### Illinois

[§2-9](https://codes.findlaw.com/il/chapter-755-estates/il-st-sect-755-45-2-9.html) recognizes an [agent's](https://wiki.powersofattorney.com/agentswhatisagent#an-agent-is-an-entity-appointed-by-the-principal-to-represent-and-bind-the-principal) obligation to preserve the [estate plan](https://wiki.powersofattorney.com/terms#meaning-of-estate-planning) of their [principal](https://wiki.powersofattorney.com/principal#the-principal-is-the-entity-that-makes-the-power-of-attorney).

###### Pennsylvania

The mandatory notice in [§5601](https://codes.findlaw.com/pa/title-20-pacsa-decedents-estates-and-fiduciaries/pa-csa-sect-20-5601.html) states (underlining added):-

“*The law permits you, if you choose, to grant broad authority to an agent under power of attorney, including the ability to give away all of your property while you are alive or to substantially change how your property is distributed at your death.  Before signing this document, you should seek the advice of an attorney at law to make sure you understand it.*”

### Meaning of “Fiduciary”

The term “[fiduciary](https://wiki.powersofattorney.com/terms#meaning-of-fiduciary)” is typically used in two senses:-

- to identify a [fiduciary](https://wiki.powersofattorney.com/terms#meaning-of-fiduciary), being a [legal entity](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity) that owes a [fiduciary](https://wiki.powersofattorney.com/terms#meaning-of-fiduciary) duty
- when referring to a [fiduciary](https://wiki.powersofattorney.com/terms#meaning-of-fiduciary) duty being the kind of duty owed by a [fiduciary](https://wiki.powersofattorney.com/terms#meaning-of-fiduciary)

The concept of a [fiduciary](https://wiki.powersofattorney.com/terms#meaning-of-fiduciary) is a legal concept, used to identify a particular class of relationships.

In Texas for example, the term “fiduciary” is defined in [§240.002(8)](https://codes.findlaw.com/tx/property-code/prop-sect-240-002.html) as “*a personal representative, a trustee, an attorney in fact or agent acting under a power of attorney, or any other person authorized to act as a fiduciary with respect to the property of another person*”.

In a fiduciary relationship, one [legal entity](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity) enjoys the benefit of the “fiduciary” treating them with particular care, in particular requiring the fiduciary to put their own interests after the interests of the [legal entity](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity) whose interests they are protecting.

Examples of a fiduciary relationships include for example, lawyer and client, company director and company and partners in a partnership.

The group of relationships said to be fiduciary relationships is never closed and for example, a Court may find that anyone who assumes a position of responsibility for another person, involving decision-making for that person, is a fiduciary.

An [agent](https://wiki.powersofattorney.com/agentswhatisagent) under a *Power of Attorney* is a fiduciary, who must at all times put the interests of the [principal](https://wiki.powersofattorney.com/principal) before their own interests.

A fiduciary such as an [agent](https://wiki.powersofattorney.com/agentswhatisagent) under a *Power of Attorney* is said to owe certain duties to the [principal](https://wiki.powersofattorney.com/principal), including for example a duties to avoid conflicts of interest, act honestly, keep their property separate from the property of the [principal](https://wiki.powersofattorney.com/principal) and similar.

#### Useful References

Below are some useful references relating to the [Six (6) Greater States](https://wiki.powersofattorney.com/terms#meaning-of-six-6-greater-states).

##### California

§4128

*Notice to Person Accepting the Appointment as Attorney-in-Fact*

*By acting or agreeing to act as the agent (attorney-in-fact) under this power of attorney you assume the fiduciary and other legal responsibilities of an agent..*

4202 duty not to conceal breach of fiduciary duties committed by another agent, which tacitly affirms the imposition of a fiduciary duty upon an agent.

4230 in context of assumption of positive duty to act

*4266: “The exercise of authority by an attorney-in-fact is subject to the attorney-in-fact’s fiduciary duties.”*

In California, a fiduciary is defined to include an agent appointed under a *Power of Attorney* ([§39](https://codes.findlaw.com/ca/probate-code/prob-sect-39.html))

California courts, citing [§2322(c)](https://codes.findlaw.com/ca/civil-code/civ-sect-2322.html), have found "*any agent is also a fiduciary, whose obligation of diligent and faithful service is the same as that of a trustee*." *Duffy v. Cavalier*, 215 Cal. App. 3d 1517, 1534 (1989).

California's definition of "agency" is found in [§2295](https://codes.findlaw.com/ca/civil-code/civ-sect-2295.html) of the Civil Code. Notably missing from this definition is any characterization of the relationship as "fiduciary":

Section 2322(c) of the Civil Code, however, provides that the authority to act as an agent, however broadly expressed, does *not* authorize the agent to "a duty to which a trustee is subject under Section 16002, 16004, 16005, or 16009 of the Probate Code. These sections of the Probate Code define a trustee's duty of loyalty (§ 16002), to avoid conflicts of interest (§ 16004), not to undertake an adverse trust (§ 16005), and to keep trust property separate and identified (§ 16009). Surely, this is a most determinedly roundabout way of describing an agent's duties. Nonetheless, California courts, citing Section 2322(c), have found "Any agent is also a fiduciary, whose obligation of diligent and faithful service is the same as that of a trustee." *Duffy v. Cavalier*, 215 Cal. App. 3d 1517, 1534 (1989).

##### Texas

751.101

A person who accepts appointment as an agent under a durable power of attorney as provided by [§751.122](https://codes.findlaw.com/tx/estates-code/est-sect-751-122.html) is a fiduciary as to the principal only when acting as an agent under the power of attorney and has a duty to inform and to account for actions taken under the power of attorney.

§751.121 duty not to conceal breach of fiduciary duties committed by another agent, which tacitly affirms the imposition of a fiduciary duty upon an agent.

In Texas, in respect of a [durable](https://wiki.powersofattorney.com/typesdurablepowerofattorney#a-durable-power-of-attorney-operates-if-the-principal-lacks-or-may-lack-capacity) *Power of Attorney* legislation imposes certain duties and operates to qualify how the fiduciary duty of an [agent](https://wiki.powersofattorney.com/agentswhatisagent) works, for example, [§751.101](https://codes.findlaw.com/tx/estates-code/est-sect-751-101.html) states that “*a person who accepts appointment as an agent under a durable power of attorney as provided by Section* [*§751.022*](https://codes.findlaw.com/tx/estates-code/est-sect-751-022.html) *is a fiduciary as to the principal only when acting as an agent under the power of attorney and has a duty to inform and to account for actions taken under the power of attorney*”.

##### New York

§5-1501

*"Agent" means a person granted authority to act as attorney-in-fact for the principal under a power of attorney, and includes the original agent and any co-agent or successor agent… An agent acting under a power of attorney has a fiduciary relationship with the principal."*

#### Florida

§709.2111 duty not to conceal breach of fiduciary duties committed by another agent, which tacitly affirms the imposition of a fiduciary duty upon an agent.

§709.2114 “An agent is a fiduciary”.

##### Illinois

The legislation does not expressly state that a fiduciary duty is imposed on an agent.

However, legislation refers to the need for co-agents to report and not conceal a breach of fiduciary duties committed by another agent, which tacitly affirms the imposition of a fiduciary duty upon an agent.

##### Pennsylvania

Prior to deletion of §5601(e) the following was included in the [legislation](http://www.palrb.us/pamphletlaws/19001999/1999/0/act/0039.pdf):

*"(e) Fiduciary relationship.—An agent acting under a power of attorney has a fiduciary relationship with the principal. In the absence of a specific provision to the contrary in the power of attorney, the fiduciary relationship includes the duty to:*

*(1) Exercise the powers for the benefit of the principal*

*(2) Keep separate the assets of the principal from those of an agent.*

*(3) Exercise reasonable caution and prudence.*

*(4) Keep a full and accurate record of all actions, receipts and disbursements on behalf of the principal.*

This can be compared with reference to deletion in [§5601](https://codes.findlaw.com/pa/title-20-pacsa-decedents-estates-and-fiduciaries/pa-csa-sect-20-5601.html) today.

### Meaning of “Four Corners Rule”

It is generally accepted that a *Power of Attorney* must be strictly construed and the instrument will be held to grant only those powers which are specified.

The rationale for this principle seems relatively obvious. Unless *Powers of Attorney* are construed this way, it will remain entirely unclear at all times, what in fact an [agent](https://wiki.powersofattorney.com/agentswhatisagent) is authorized to do.

Authority for this principle is found in the [common law](https://wiki.powersofattorney.com/terms#meaning-of-common-law) of many states. For example:

#### Florida

"The established rule is that a *Power of Attorney* must be strictly construed and the instrument will be held to grant only those powers which are specified." *Bloom v. Weiser*, [348 So.2d 651](https://cite.case.law/so-2d/348/651/#p653), 653 (Fla. 3d DCA 1977).

See also *Dingle v. Prikhdina*, [59 So.3d 326](https://cite.case.law/so-3d/59/326/#p328), 328 (Fla. 5th DCA 2011): "Generally, the rule is that a power of attorney must be strictly construed and the instrument will be held to grant only those powers which are specified." (citing *Bloom*, [348 So.2d at](https://cite.case.law/so-2d/348/651/#p653)653 ) ).

See this extract from *Estate of Irons ex rel. Springer v. Arcadia Healthcare, L.C.*, [66 So. 3d 396 (2011)](https://cite.case.law/so-3d/66/396/):

*“Powers of attorney are strictly construed. They will be held to grant only those powers that are specified and will be closely examined in order to ascertain the intent of the principal.” Kotsch v. Kotsch,* [*608 So.2d 879*](https://cite.case.law/so-2d/608/879/#p880)*, 880 (Fla. 2d DCA 1992) (holding power of attorney specifically granting authority to son to provide for father’s lifetime maintenance and care did not authorize son to transfer father’s assets into trust to protect them from father’s wife) (citing Falls at Naples, Ltd. v. Barnett Bank of Naples, N.A.,* [*603 So.2d 100*](https://cite.case.law/so-2d/603/100/) *(Fla. 2d DCA 1992) (Altenbernd, J., concurring)); see Carrington Place of St. Pete, LLC v. Estate of Milo ex rel. Brito,* [*19 So.3d 340*](https://cite.case.law/so-3d/19/340/#p341)*, 341-42 (Fla. 2d DCA 2009) (holding power of attorney granting agent authority to manage principal’s property interests did not confer on the agent power to enter into arbitration agreements). A power of attorney “need not expressly refer to arbitration to confer the authority to agree to this method of dispute resolution.” Candansk,* [*25 So.3d at*](https://cite.case.law/so-3d/25/580/)*582 (citing Jaylene,* [*995 So.2d at 569*](https://cite.case.law/so-2d/995/566/#p568)*). For example, in Jaylene, we reversed an order denying a nursing home’s motion to compel arbitration.* [*995 So.2d 566*](https://cite.case.law/so-2d/995/566/#p568)*. We concluded that the power of attorney, which granted the agent “full power and authority” to “manage and conduct all of [the principal’s] affairs and to exercise all of [her] legal rights and powers, including all rights and powers that [she] may acquire in the future,” encompassed the authority to consent to arbitration.* [*Id. at 568*](https://cite.case.law/so-2d/995/566/#p568)*; see also Estate of Smith v. Southland Suites of Ormond Beach, LLC,* [*28 So.3d 103*](https://cite.case.law/so-3d/28/103/#p104)*, 104 (Fla. 5th DCA 2010) (holding power of attorney’s broad authority for attorney in fact to effectuate principal’s legal rights authorized consent to binding arbitration agreement where arbitration not mentioned specifically).*

#### Alabama

In *Lamb v. Scott* , [643 So.2d 972](https://cite.case.law/so-2d/643/972/) (Ala. 1994), the Alabama Supreme Court held that powers of attorney are construed strictly, "*restricting the powers to those expressly granted*.."

### Meaning of the “General Law”

The term “[general law](https://wiki.powersofattorney.com/terms#meaning-of-the-general-law)” is used in this Wiki to refer to [common law](https://wiki.powersofattorney.com/terms#meaning-of-common-law) and legislation.

### Meaning of “Ineligible”

The term “ineligible” means not entitled to be appointed.

A person might be ineligible for example, because they are:-

- prevented from taking or remaining in office by virtue of a failure to satisfy or breach of a [condition](https://wiki.powersofattorney.com/agentappt#conditions-can-be-imposed-in-respect-of-an-agents-appointment)
- prevented from taking or remaining in office by virtue of any direction or other provisions recorded in the relevant *Power of Attorney*
- not of a suitable age
- bankrupt
- lacking [capacity](https://wiki.powersofattorney.com/capacitytexas)

A person might also be rendered ineligible by virtue of legislative provisions.

For example, in Texas in respect of a [durable](https://wiki.powersofattorney.com/typesdurablepowerofattorney#a-durable-power-of-attorney-operates-if-the-principal-lacks-or-may-lack-capacity) *Power of Attorney*, the appointment of a spouse as an agent terminates upon their divorce from the principal, unless the *Power of Attorney* specifies otherwise ([§751.132](https://codes.findlaw.com/tx/estates-code/est-sect-751-132.html)).

### Meaning of “Jointly or Severally”

Explain conpt applies to [agents] and [principals] - can be appointed or appoint.

For agent, its explained elsewhere

For principal - if so appointed, give instructions together only or independently (depending on wording)

Explain several independent, joint is any two acting together

Recognizes if have say, five (5) agents:-

- and three act jointly and two severally, that's joint and several

- any three act jointly and that's joint

- and one (1), two (2) or more act independently, that's severally

etc.

### Meaning of “the Law of Agency”

The term .

### Meaning of “Legal Entity”

In this Wiki, the terms “[legal entity](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity)” or “[legal entities](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity)” refer to:-

- [persons](https://wiki.powersofattorney.com/terms#meaning-of-person-ie-natural-person) (i.e. natural persons); and
- all other types of [legal entities](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity) (referred to in this Wiki as [bodies corporate](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity), including corporations, trusts, companies, partnerships, associations and other kinds of [legal entities](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity) not being [persons](https://wiki.powersofattorney.com/terms#meaning-of-person-ie-natural-person))

###### Importance of Distinction Between Legal Entities, Commercial Entities and Individuals

Because this Wiki is focused upon *Powers of Attorney*, there is particular need to distinguish between:-

- “[legal entities](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity)” as an inclusive group of all types of [legal entities](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity) (ie. individuals and [commercial entities](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity)); and
- individuals; and
- [commercial entities](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity)

This is important in particular because in Texas, the context in which these distinctions arise with respect to *Powers of Attorney* is slightly different to many US States:-

- Texas only has legislation governing [durable](https://wiki.powersofattorney.com/typesdurablepowerofattorney#a-durable-power-of-attorney-operates-if-the-principal-lacks-or-may-lack-capacity) *Powers of Attorney;* and
- a [durable](https://wiki.powersofattorney.com/typesdurablepowerofattorney#a-durable-power-of-attorney-operates-if-the-principal-lacks-or-may-lack-capacity) *Powers of Attorney* might only be created by an individual; and
- it follows that in Texas there is no legislation dealing with *Powers of Attorney* created by a [commercial entity](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity) or by a person if the Power of Attorney is [non-durable](https://wiki.powersofattorney.com/typescommonlyusedpersons#non-durable-powers-of-attorney-wont-operate-if-the-principal-lacks-capacity)

explain here how for successor agent may be person or commercial entity go through sub-agent protector as well because this links to can appoint a legal entity as a succ agent or sub-agent etc.

### Meaning of “Legally Bind”

"“legally bind”, ‘legally bound’, “legally binding”, “binding”, “bound” and words of similar ilk refer to being legally enforceable.

In practical terms, asserting the existence of a legally binding arrangement is fundamental to holding someone to a promise, or being alleged to have some legal obligation, such that either party could expect a Court to hold the parties to the terms of a particular arrangement.

It is often viewed as a kind of ‘threshold’ because invariably, persons who enter dealings may do so without intention to be legally bound, perhaps in contemplation of potentially entering a legally binding arrangement in the future, or perhaps with no such intention.

###### Illinois

[§2-6](https://codes.findlaw.com/il/chapter-755-estates/il-st-sect-755-45-2-6.html)

*(a) All acts of the agent within the scope of the agency during any period of disability, incapacity or incompetency of the principal have the same effect and inure to the benefit of and bind the principal and his or her successors in interest as if the principal were competent and not a person with a disability.*

###### Pennsylvania

[5601.4(g)](https://codes.findlaw.com/pa/title-20-pacsa-decedents-estates-and-fiduciaries/pa-csa-sect-20-5601-4.html):-

*(g) Legal effect of agent's actions.--An act performed by an agent pursuant to a power of attorney has the same effect and inures to the benefit of and binds the principal and the principal's successors in interest as if the principal had performed the act.*

*Texas*

[§751.051](https://codes.findlaw.com/tx/estates-code/est-sect-751-051.html)

*An act performed by an agent under a durable power of attorney has the same effect and inures to the benefit of and binds the principal and the principal's successors in interest as if the principal had performed the act.*

California

[§4125](https://codes.findlaw.com/ca/probate-code/prob-sect-4125.html) provides:

All acts done by an attorney-in-fact pursuant to a durable power of attorney during any period of incapacity of the principal have the same effect and inure to the benefit of and bind the principal and the principal's successors in interest as if the principal had capacity.

In the Context of *Powers of Attorney*

In the context of *Powers of Attorney*, it is commonly said that:

“the act of an agent is binding upon a principal” .

In Texas for example, this concept is codified with respect to [durable](https://wiki.powersofattorney.com/typesdurablepowerofattorney#a-durable-power-of-attorney-operates-if-the-principal-lacks-or-may-lack-capacity) *Powers of Attorney* ([§751.051](https://codes.findlaw.com/tx/estates-code/est-sect-751-051.html)).

In practical terms, this means if an [agent](https://wiki.powersofattorney.com/agentswhatisagent) signs a contract on behalf of the principal, the [agent's](https://wiki.powersofattorney.com/agentswhatisagent) signature is ‘the signature of the principal’ for all purposes.

#### Risks

It should be recognized that:-

- an [agent](https://wiki.powersofattorney.com/agentswhatisagent) may engage in conduct that results in the [principal](https://wiki.powersofattorney.com/principal) being legally bound without signing any documents
- for example, an agent might enter sufficient communications with a third party as to result in a binding and enforceable agreement, despite having not signed some particular document.

The potential of an [agent](https://wiki.powersofattorney.com/agentswhatisagent) to legally bind the [principal](https://wiki.powersofattorney.com/principal) is a good reason for a [principal](https://wiki.powersofattorney.com/principal) to exercise great care when choosing an [agent](https://wiki.powersofattorney.com/agentswhatisagent).

Considerable protections exist for the benefit of [third parties](https://wiki.powersofattorney.com/terms#meaning-of-third-party) in many contexts (not merely legislation that for example, entitles a [third party](https://wiki.powersofattorney.com/terms#meaning-of-third-party) to assume a signature is genuine or that an [agent](https://wiki.powersofattorney.com/agentswhatisagent) has suitable authority) including where a *Power of Attorney* is relied upon by a [third party](https://wiki.powersofattorney.com/terms#meaning-of-third-party) for the purpose of entering an arrangement with the [principal](https://wiki.powersofattorney.com/principal) and in most US States where these sorts of legislative schemes operate (such as Texas, Florida and Pennyslvania for example), the scheme favors the interests of the [third party](https://wiki.powersofattorney.com/terms#meaning-of-third-party), affording the [third party](https://wiki.powersofattorney.com/terms#meaning-of-third-party) confidence when doing business with the [agent](https://wiki.powersofattorney.com/agentswhatisagent), unless perhaps for example, the [third party](https://wiki.powersofattorney.com/terms#meaning-of-third-party) is on notice of unusual circumstances or similar.

In circumstances where a [third party](https://wiki.powersofattorney.com/terms#meaning-of-third-party), is afforded considerable favor in terms of protections and an [agent](https://wiki.powersofattorney.com/agentswhatisagent) has authority to legally bind the [principal](https://wiki.powersofattorney.com/principal), there are obvious grounds for caution.

For example, a [principal](https://wiki.powersofattorney.com/principal) might:-

- include in a *Power of Attorney* [measures](https://wiki.powersofattorney.com/insightrisks#discouraging-misuse) to perhaps dissuade an [agent](https://wiki.powersofattorney.com/agentswhatisagent) from perhaps taking advantage of their office
- record a [direction](https://wiki.powersofattorney.com/directionwhatis) requiring them to consult certain experts before undertaking any task they are authorized to perform under the *Power of Attorney*
- record a [direction](https://wiki.powersofattorney.com/directionwhatis) requiring an agent to instruct lawyers to perform particularly sophisticated tasks and similar
- take other measures that similarly protect the interests of the [principal](https://wiki.powersofattorney.com/principal).

note legally binding on principal also auth of agent to legally bind principal ..

### Meaning of “Legal Instrument”

The term legal instrument typically refers to a written document created with the intention of creating legally binding relations.

that is, intended to have legally binding effects and consequences, created in accordance with all relevant laws)

Examples of legal instruments include leases, contracts for sale, shareholder agreements, trusts deeds, …

A *Power of Attorney* is a unique kind of legal instrument.

For example:

- many [legal instruments](https://wiki.powersofattorney.com/en/terms#meaning-of-legal-instrument) (i.e. contracts for sale of goods or services, leases etc.) are intended to be used immediately upon being signed by the parties, such that if a they lay dormant for a period of time there would be obvious questions as to whether they could be binding if subsequently acted upon long after they were [created]).

For example, it is not unknown for a [principal](https://wiki.powersofattorney.com/principal#the-principal-is-the-entity-that-makes-the-power-of-attorney) to sign a *Power of Attorney* and then place it in the custody of their lawyer, with specific instructions about its release to any [agent](https://wiki.powersofattorney.com/agentswhatisagent#an-agent-is-an-entity-appointed-by-the-principal-to-represent-and-bind-the-principal)*.*

### Meaning of “LLC”

LLC refers to a limited liability company.

A limited liability company is a [legal entity](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity) that has the limited liability of a company and at least has the potential to derive income which is not taxed in the hands of the company but rather, is taxed in the hands of its members, accepting that in some instances an LLC may elect to tax its income in the hands of the company.

An LLC is not a corporation.

### Meaning of “LLP”

LLP refers to a limited liability partnership.

A limited liability partnership is a partnership or limited partnership that has optionally registered as LLP.

[Chapters 151-154](https://law.justia.com/codes/texas/2019/business-organizations-code/title-4/) of the *Business Organizations Code* (Texas) may be of assistance in relation to limited liability partnerships in Texas.

### Meaning of “Person” (i.e. “Natural Person”)

The term “person” where it is linked to this definition refers to a human being.

This term distinguishes between a [commercial entity](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity) (i.e. company, corporation, trust or association etc.) and an ordinary person.

This distinction is helpful because in some contexts, the term “person” may refer a [natural person](https://wiki.powersofattorney.com/terms#meaning-of-natural-person) or a [commercial entity](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity).

### Meaning of “Properly Executed”

signed or signed by anor

witnessesing etc

.

### Meaning of "Non-Commercial"

In the context of *Powers of Attorney*, “[non-commercial](https://wiki.powersofattorney.com/terms#meaning-of-non-commercial)” means unrelated to [welfare, lifestyle](https://wiki.powersofattorney.com/guardianshipabout#non-medical-welfare-lifestyle-affairs) or medical matters.

Typically, “[non-commercial](https://wiki.powersofattorney.com/terms#meaning-of-non-commercial)” affairs are matters without reference to property, financial and legal interests, assets and liabilities.

#### Powers of Attorney for Non-Commercial Purposes

#### Relevance to *Powers of Attorney*

Until relatively recently, it was generally accepted that a *Power of Attorney* could only be used for [commercial](https://wiki.powersofattorney.com/terms#meaning-of-commercial) purposes.

As at today, there may well be arguments between lawyers as to whether instruments like a *Medical Power of Attorney* in Texas are ‘real’ *Powers of Attorney*, because the very notion of a *Power of Attorney* for [non-commercial](https://wiki.powersofattorney.com/terms#meaning-of-non-commercial) purposes (i.e. relating to [welfare, lifestyle](https://wiki.powersofattorney.com/guardianshipabout#non-medical-welfare-lifestyle-affairs) or medical matters) offends longstanding, keystone principles relevant to *Powers of Attorney.*

#### Examples of Non-Commercial Tasks

Insert

#### Non-Commercial Entities

The term “non-commercial entity” is typically used in the context of *Powers of Attorney* to refer to persons.

It is used in this context to distinguish persons from all manner of other [commercial entities](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity) that might be involved with use of a *Power of Attorney*, including for example corporations, partnerships, trusts and companies.

In theory, the term might also be used to distinguish for example, religious organizations from [commercial entities](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity) like corporations, partnerships, trusts and companies, but this is not a distinction made with respect to *Powers of Attorney*, institutions like churches, government agencies, associations and similar all substantially falling into the class of [legal entities](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity) referred to as [commercial entities](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity), so as maintain the division between persons and any other kinds of [legal entities](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity).

This distinction is important because for example, a [durable](https://wiki.powersofattorney.com/typesdurablepowerofattorney#a-durable-power-of-attorney-operates-if-the-principal-lacks-or-may-lack-capacity) *Power of Attorney* may only be created by a person and in many US States, legislation governing either [durable](https://wiki.powersofattorney.com/typesdurablepowerofattorney#a-durable-power-of-attorney-operates-if-the-principal-lacks-or-may-lack-capacity) or [non-durable](https://wiki.powersofattorney.com/typescommonlyusedpersons#non-durable-powers-of-attorney-wont-operate-if-the-principal-lacks-capacity) or both kinds of *Power of Attorney*, only applies where the [principal](https://wiki.powersofattorney.com/principal) is a person.

California

#### Non-Commercial Purposes

Effective July 1, 2000, laws were passed consolidating previous laws to provide for the creation of an *Advance Health Care Directive* including a *Health Care Power of Attorney* ([§4701](https://codes.findlaw.com/ca/probate-code/prob-sect-4701.html)):-

- akin to **Illinois**, a *Power of Attorney* may be used to appoint an [agent](https://wiki.powersofattorney.com/agentswhatisagent) to determine “*where the principal will live, providing meals, hiring household employees, providing transportation, handling mail, and arranging recreation and entertainment”* - see [§4123](https://codes.findlaw.com/ca/probate-code/prob-sect-4123.html))
- unlike **Illinois**, a *Power of Attorney* cannot be used in **California** to govern medical matters.

[Legislation](https://wiki.powersofattorney.com/legislation#the-legislation-governs-powers-of-attorney-for-persons) governing [durable](https://wiki.powersofattorney.com/typescommonlyusedpersons#a-durable-power-of-attorney-operates-if-the-principal-lacks-or-may-lack-capacity) or [non-durable](https://wiki.powersofattorney.com/typescommonlyusedpersons#non-durable-powers-of-attorney) *Power of Attorney* for [commercial](https://wiki.powersofattorney.com/typescommonlyusedpersons#commercial-powers-of-attorney-for-commercial-purposes) purposes does not apply to *Health Care Powers of Attorney* ([§4050(a)(1)](https://codes.findlaw.com/ca/probate-code/prob-sect-4050.html))

Texas

#### Non-Commercial Purposes

Prior to 1991 when *Medical Power of Attorney* were introduced, *Powers of Attorney* could only be used for [commercial](https://wiki.powersofattorney.com/typescommonlyusedpersons#commercial-powers-of-attorney-for-commercial-purposes) purposes.

Since 1991, it has been possible to [create](https://wiki.powersofattorney.com/creation/create#terms-like-create-or-make-a-power-of-attorney-have-various-meanings) a *Power of Attorney* for [commercial](https://wiki.powersofattorney.com/typescommonlyusedpersons#commercial-powers-of-attorney-for-commercial-purposes) or medical purposes, albeit using different documents and under separate statutory regimes.

New York

#### Non-Commercial Purposes

There is no instrument titled “*Power of Attorney*” for [non-commercial](https://wiki.powersofattorney.com/typescommonlyusedpersons#non-commercial-powers-of-attorney-for-non-commercial-purposes) purposes, the closest instrument of such a kind being a *Health Care Proxy.*

Florida

#### Non-Commercial Purposes

There is no instrument titled “*Power of Attorney*” for [non-commercial](https://wiki.powersofattorney.com/typescommonlyusedpersons#non-commercial-powers-of-attorney-for-non-commercial-purposes) purposes, the closest instrument of such a kind being a *Designation of Health Care Surrogate* ([§765.203](https://codes.findlaw.com/fl/title-xliv-civil-rights/fl-st-sect-765-203.html)).

That said, [§709.2109](https://codes.findlaw.com/fl/title-xl-real-and-personal-property/fl-st-sect-709-2109.html) recognizes that a [durable](https://wiki.powersofattorney.com/typescommonlyusedpersons#a-durable-power-of-attorney-operates-if-the-principal-lacks-or-may-lack-capacity) *Power of Attorney* may be used to authorize an agent to make health care decisions.

Illinois

#### Non-Commercial Purposes

The [legislation](https://wiki.powersofattorney.com/legislation#the-legislation-governs-powers-of-attorney-for-persons) governing *Powers of Attorney* for [commercial](https://wiki.powersofattorney.com/typescommonlyusedpersons#commercial-powers-of-attorney-for-commercial-purposes) purposes also operates with respect to certain *Powers of Attorney* for [non-commercial](https://wiki.powersofattorney.com/terms#meaning-of-non-commercial) purposes, including welfare, lifestyle and medical matters.

See [§2-4](https://codes.findlaw.com/il/chapter-755-estates/il-st-sect-755-45-2-4.html) stating “*every agency, including.. health care agencies, shall have the benefit of and be governed by Article II, by Sections 4-1 through 4-9 and Section 4-11 of Article IV, and by all other general provisions of this Act*..”) and [§4-10(a)](https://codes.findlaw.com/il/chapter-755-estates/il-st-sect-755-45-4-10.html) stating that “..*the statutory health care power may be included in or combined with any other form of power of attorney governing property or other matters”.*

Pennsylvania

#### Non-Commercial Purposes

A person may create a *Health Care Power of Attorney.* ([§5422](https://codes.findlaw.com/pa/title-20-pacsa-decedents-estates-and-fiduciaries/pa-csa-sect-20-5422.html)).

### Meaning of "Power"

Other forms of powers include for example, *power to appoint a trustee* (in respect of a trust) a *power to appoint income* (for example, income of a discretionary trust) or *power to appoint assets* (for example, permitting distribution of the corpus of a trust or in a will stating “*I leave my stamp collection to be distributed as my son John sees fit*”).

All these examples are of powers of appointment and a *Power of Attorney* is by comparison, a more complicated device.

A *Power of Attorney* records the exercise of a power (so as to appoint an [agent](https://wiki.powersofattorney.com/agentswhatisagent#an-agent-is-an-entity-appointed-by-the-principal-to-represent-and-bind-the-principal)) and the terms upon which other powers operate, power for someone to appoint [successor agents](https://wiki.powersofattorney.com/agentswhatisagent#a-successor-agent-replaces-an-original-agent-who-is-ineligible) in California, Texas, Illinois and Pennsylvania, power to perform any [task](https://wiki.powersofattorney.com/whatcanagentdo#there-are-lots-of-examples-of-commercial-tasks), power to [bind](https://wiki.powersofattorney.com/terms#meaning-of-legally-bind) the [principal](https://wiki.powersofattorney.com/principal#the-principal-is-the-entity-that-makes-the-power-of-attorney) and similar.

See this link: [https://www.upcounsel.com/legal-def-power](https://www.upcounsel.com/legal-def-power) copied below

**POWER**

**This is either** **inherent or derivative.**

**Inherent Power**

**The former is the right, ability, or faculty of doing something, without receiving that right, ability, or faculty from another**. The people have the power to establish a form of government, or to change one already established. A father has the legal power to chastise his son; a master, his apprentice.

**Derivative Power**

**Derivative power, which is usually known, by the technical name of power, is an authority by which one person enables another to do an act for him.** Powers of this kind were well known to the common law, and were divided into two sorts: **naked powers or bare authorities, and powers coupled with an interest**. There is a material difference between them. In the case of the former, if it be exceeded in the act done, it is entirely void; in the latter it is good for so much as is within the power, and void for the rest only.

**Powers of Revocation and Appointment**

Powers derived from, the doctrine of uses may be defined to be an authority, enabling a person, through the medium of the statute of uses, to dispose of an interest, vested either in himself or another person. The N Y Revised Statutes define a power **to be an authority to do some act** in relation to lands, or the creation of estates therein, or of charges thereon, **which the owner granting or reserving such power might himself lawfully perform**. They are powers of revocation and appointment which are frequently inserted in conveyances which owe their effect to the statute of uses; when executed, the uses originally declared cease, and new uses immediately arise to the persons named in the appointment, **to which uses the statute transfers the legal estate and possession**. Powers being found to be much more convenient than conditions, were generally introduced into family settlements.

Although several of these powers are not usually called powers of revocation, such as powers of jointuring, leasing, and charging settled estates with the payment of money, yet all these are **powers of revocation**, for they operate as revocations, pro tanto, of the preceding estates. Powers of revocation and appointment may be reserved either to the original owners of the land or to strangers: hence the **general division of powers into those which relate to the land, and those which are collateral to it.**

**Land-Related Powers**

Powers relating to the land are those given to some person **having an interest in the land** over which they are to be exercised. These again are subdivided into **powers appendant and in gross.**

A **power appendant** is where a person has an estate in land, with a power of revocation and appointment, the execution of which falls within the compass of his estate; as, where **a tenant for life has a power of making leases in possession.**

A **power in gross** is where a person has an estate in the land, with a power of appointment, the execution of which falls out of the compass of his estate, but, notwithstanding, is annexed in privity to it, and takes effect in the appointee, out of an interest vested in the appointer; for instance, where a tenant for life has a power of creating an estate, to commence after the determination of his own, such as to settle a jointure on his wife, or to create a term of years to commence after his death, these are called powers in gross, because **the estate of the person to whom they are given, will not be affected by the execution of them.**

**Collateral Powers**

**Powers collateral,** are those which are given to mere strangers, who have **no interest in the laud**: powers of sale and exchange given to trustees in a marriage settlement are of this kind.

This classification of powers is admitted to be important only with reference to the ability of the donee to suspend, extinguish or merge the power. The general rule is that **a power shall not be exercised in derogation of a prior grant by the appointer**. But this whole division of powers has been condemned' as too artificial and arbitrary. Powell divides powers into general and particular powers. **General powers are those to be exercised in favor of any person whom the appointer chooses. Particular powers are those which are to be exercised in favor of specific objects.**

### Meaning of "Power of Appointment"

OExplain in particx with relevance to protector

- in respect of other *Powers of Attorney*:

- appointment of a [protector](https://wiki.powersofattorney.com/en/protector#protector-ca-tx-il-pa) seems to amount to exercise of a [power of appointment](https://wiki.powersofattorney.com/en/terms#meaning-of-power-if-appointment) or delegation of a [power of appointment](https://wiki.powersofattorney.com/en/terms#meaning-of-power-if-appointment)

- legal opinions may differ as to whether exercise of such a [power of appointment](https://wiki.powersofattorney.com/en/terms#meaning-of-power-if-appointment) or delegation of a [power of appointment](https://wiki.powersofattorney.com/en/terms#meaning-of-power-if-appointment) is permissible

[^14]: If this kind of [power of appointment](https://wiki.powersofattorney.com/en/terms#meaning-of-power-if-appointment) or delegation of a [power of appointment](https://wiki.powersofattorney.com/en/terms#meaning-of-power-if-appointment) is permissible, there is no obvious basis to conclude that a [protector](https://wiki.powersofattorney.com/en/protector#protector-ca-tx-il-pa) must be a [person](https://wiki.powersofattorney.com/en/terms#meaning-of-person-ie-natural-person) (i.e. not a [commercial entity](https://wiki.powersofattorney.com/en/terms#meaning-of-commercial-entity)).

To understand a *Power of Attorney*, it is helpful to first consider [powers of appointment](https://wiki.powersofattorney.com/en/terms#meaning-of-power-if-appointment).

A [power of appointment](https://wiki.powersofattorney.com/en/terms#meaning-of-power-if-appointment) may apply in respect of:-

- an officer of a [commercial entity](https://wiki.powersofattorney.com/en/terms#meaning-of-commercial-entity) (i.e. a trustee or director of a corporation)

- income (i.e. a power to appoint income of a trust)

- INSERT

A *Power of Attorney* is unique when compared to these other examples of a [power of appointment](https://wiki.powersofattorney.com/en/terms#meaning-of-power-if-appointment)

### Meaning of "Power of Revocation"

Explain

### Meaning of “Reciprocal or Interinsurance Exchanges”

“in its pure form … is a web of contractual relationships between subscribers who agree to insure one another, consummated through a common agent with power of attorney.”^4 The exchange is the insurer and the subscribers are the insureds.^5 The subscribers execute powers of attorney appointing the attorney-in-fact to act on their behalf. The attorney-in-fact executes the exchange’s insurance power.^6

^4 [*True v. Robles*, 571 F.3d 412, 414 (5th Cir.2009)](https://public.fastcase.com/J%2fJP6pdidelsXxEE4k%2bLMrSgCl%2f9eR2HAGw%2fDMadSUacI64tc33Ot1iS517IqkJEtrdGokoP4XXd7Z4Lti0GzA%3d%3d). ^5 [*Tran. v. Farmers*, 104 Cal.App.4th 1202 (2012)](https://public.fastcase.com/waZtJvSA54UAurM2rmIZz8siV9kebnQcSg5iFdc8SxmGTqJhimMz7U2JttFcoBdvuKaR1SX76LrOIB%2bCxijfqA%3d%3d). ^6 *Id.*

### Meaning of “Re-Eligible”

The term “re-eligible” refers to

### Meaning of “Separate Agreement”

The term “separate agreement ” in this Wiki refers to a agreement governing use of a *Power of Attorney*, or more than one *Power of Attorney.*

Invariably the terms of a *Power of Attorney* itself may be harder to vary using a separate agreement and for example, some states require [amendments](https://wiki.powersofattorney.com/Amendment#not-all-of-the-six-6-greater-states-have-legislated-with-respect-to-modifications-and-amendments) to be executed in the same manner as the *Power of Attorney*.

Typically, a “separate agreement ” will not take the form of a *Power of Attorney* although this is possible, for example a *Power of Attorney* annexing two other *Powers of Attorney,* defining matters referable to their use*.*

A separate agreement might be found in contract with some substantial other purpose or a stand alone contract, dealing only with use of certain *Powers of Attorney*.

### Meaning of “Six (6) Greater States”

The term “Six (6) Greater States” in this Wiki refers to

### Meaning of “Third Party”

Terms like ‘third party’, ‘third parties’ or ‘third person’ refer to [legal entities](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity) other than the [principal](https://wiki.powersofattorney.com/principal) or [agent](https://wiki.powersofattorney.com/agentswhatisagent) under a given *Power of Attorney,* in particular [legal entities](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity) with whom an [agent](https://wiki.powersofattorney.com/agentswhatisagent) enters dealings as an [agent](https://wiki.powersofattorney.com/agentswhatisagent).

The term is often used in expressions like “any third party dealing with an agent” or “a third party approached by an agent”.

The term is also useful in related contexts, such as when discussing [third party rights](https://wiki.powersofattorney.com/thirdparty/interests), or [third party enforcement scheme](https://wiki.powersofattorney.com/thirdparty/interests) which respectively refer to rights of a third party to request and receive certain information and documents from an [agent](https://wiki.powersofattorney.com/agentswhatisagent) when deciding whether to accept a *Power of Attorney* and the scheme under which such a request is made in conjunction with for example, rights of an [agent](https://wiki.powersofattorney.com/agentswhatisagent) to approach a Court if a third party refuses to deal with the [agent](https://wiki.powersofattorney.com/agentswhatisagent) and similar.

The principle is codified in some US States, such as Florida, where ‘third person’ is defined to mean “*any person other than the principal, or the agent in the agent's capacity as agent*” ([§709.2102(15)](https://codes.findlaw.com/fl/title-xl-real-and-personal-property/fl-st-sect-709-2102.html)).

**A Special Word About California**

> The following extract from the [1994 California Law Revision Commission Report](http://www.clrc.ca.gov/pub/Printed-Reports/Pub181.pdf) which led to enactment of [Division 4.5 of the Probate Code](https://leginfo.legislature.ca.gov/faces/codes_displayexpandedbranch.xhtml?tocCode=PROB&division=4.5.&title=&part=&chapter=&article=&nodetreepath=6) is informative, speaking of law as it was prior to the amendments and proposed changes:
> 
> “Section 4034 is a new provision. For the purposes of this statute, a third person is a person who acts on a request from, contracts with, relies on, or otherwise deals with the attorney-in-fact. The.. [new law] uses the equivalent term “third party.” See Sections 4401-4402..”

### 6 US States

#### California

[§4034](https://codes.findlaw.com/ca/probate-code/prob-sect-4034.html) defines the term ‘third person’ in this context, being “*any person other than the principal or attorney-in-fact*”.

Notably the term “person” is used in 4034 unlike the term “natural person" used for example in 4026.

#### New York

[§5-1501(p)](https://codes.findlaw.com/ny/general-obligations-law/gob-sect-5-1501.html) defines a third party as:

"a financial institution or person other than a principal or an agent".

“person” is defined as: ([§1501](https://codes.findlaw.com/ny/general-obligations-law/gob-sect-5-1501.html))

*“.. an individual, whether acting for himself or herself, or as a fiduciary or as an official of any legal, governmental or commercial entity (including, but not limited to, any such entity identified in this subdivision), corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, government agency, government entity, government instrumentality, public corporation, or any other legal or commercial entity.”*

#### Florida

[§709.2102](https://codes.findlaw.com/fl/title-xl-real-and-personal-property/fl-st-sect-709-2102.html) defines a third person as:

any person other than the principal, or the agent in the agent's capacity as agent.

[§101](https://codes.findlaw.com/fl/title-i-construction-of-statutes/fl-st-sect-1-01.html) defines “person” to include “*individuals, children, firms, associations, joint adventures, partnerships, estates, trusts, business trusts, syndicates, fiduciaries, corporations, and all other groups or combinations”*.

#### Texas, Illinois and Pennsylvania

In Texas, third parties are mentioned in [§751.102](https://codes.findlaw.com/tx/estates-code/est-sect-751-102.html). but the term is not defined in legislation.

In Illinois, whilst the term is not defined, third parties are mentioned twice in the overarching purpose provisions at the commencement of the legislation ([§2-1](https://codes.findlaw.com/il/chapter-755-estates/il-st-sect-755-45-2-1.html)):-

"The General Assembly recognizes that each individual has the right to appoint an agent to make property, financial, personal, and health care decisions for the individual but that this right cannot be fully effective unless the principal may empower the agent to act throughout the principal's lifetime, including during periods of disability, and have confidence that **third parties** will honor the agent's authority at all times.

The General Assembly finds that in the light of modern financial needs and advances in medical science, the statutory recognition of this right of delegation in Illinois needs to be restated, which will, among other things, expand the application and the permissible scope of the agent's authority, clarify the power of the individual to authorize an agent to make financial and care decisions for the individual and better protect health care personnel and other **third parties** who rely in good faith on the agent so that reliance will be assured.."

In Pennyslvania, the concept of “third party” has been removed from [§5608](https://www.legis.state.pa.us/WU01/LI/LI/CT/HTM/20/00.056..HTM).

### Meaning of “Voidable”

Terms

## 

## Linked Terms

- [body corporate](https://wiki.powersofattorney.com/terms#body-corporate)
- [legal entity](https://wiki.powersofattorney.com/terms#legal-entity)
- [person](https://wiki.powersofattorney.com/terms#person)

### **Definitions**

#### "Body Corporate"

There is often need to distinguish between:-

- “[legal entities](https://wiki.powersofattorney.com/terms#legal-entity)” as an inclusive group of all types of [legal entities](https://wiki.powersofattorney.com/terms#legal-entity) (i.e. [persons](https://wiki.powersofattorney.com/terms#person) and [bodies corporate](https://wiki.powersofattorney.com/terms#body-corporate)); and
- [persons](https://wiki.powersofattorney.com/terms#person); and
- [bodies corporate](https://wiki.powersofattorney.com/terms#body-corporate) (including corporations, trusts, companies, partnerships, associations and other kinds of [legal entities](https://wiki.powersofattorney.com/terms#legal-entity) not being [persons](https://wiki.powersofattorney.com/terms#person)

##### Types of Commercial Entities

The following definition of ‘person’ from the legislation of New York ([§5-1501](https://codes.findlaw.com/ny/general-obligations-law/gob-sect-5-1501.html)) is a useful starting point when identifying types of [bodies corporate](https://wiki.powersofattorney.com/terms#body-corporate):-

“..*corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, government agency, government entity, government instrumentality, public corporation, or any other legal or commercial entity*”.

##### Sub-Species

This list is complimented by recognizing the many [sub-species](https://wiki.powersofattorney.com/terms#sub-species) of these types of [legal entities](https://wiki.powersofattorney.com/terms/en/terms#meaning-of-legal-entity), including:-

- general, limited and limited liability partnerships
- “C”, “S” and “B” corporations, close corporations and nonprofit corporations and professional corporations
- limited liability companies and trust companies
- unincorporated non-profit associations, unincorporated profit associations and and associations
- many different types of trusts including discretionary trusts, unit trusts and charitable trusts

#### Florida Approach

The approach taken in Florida is exemplary with respect to defining the kinds of [legal entities](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity) in respect of which *Powers of Attorney* [legislation](https://wiki.powersofattorney.com/legislation#the-legislation-governs-powers-of-attorney-for-persons) applies.

In Florida:-

- the term “person” is defined to include all manner of [commercial entities](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity), including corporations, partnerships, companies and trusts, as well as individuals, ie. natural persons ([§1.01(3)](https://codes.findlaw.com/fl/title-i-construction-of-statutes/fl-st-sect-1-01.html)); and
- legislation applicable to *Powers of Attorney* created by individuals expressly provides that it does not apply to *Powers of Attorney* “created by a person other than an individual” ([§709.2103(4)](https://codes.findlaw.com/fl/title-xl-real-and-personal-property/fl-st-sect-709-2103.html)).

#### "Legal Entity"

The terms “[legal entity](https://wiki.powersofattorney.com/terms/en/terms#meaning-of-legal-entity)” refers to:-

- a [person](https://wiki.powersofattorney.com/terms#meaning-of-person-ie-natural-person) (i.e. a natural person, that is a human being); or
- any type of [body corporate](https://wiki.powersofattorney.com/terms#body-corporate) (i.e. an entity other than a natural person that is able to sue or be sued in its corporate name and style)

##### Context of Distinguishing Between Different Types of Legal Entities

In many legislative contexts, the term “person” is defined to include one or more kinds of [body corporate](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity).

For example:-

In California:-

- pursuant to [§17(6)](https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=CCP&heading2=PRELIMINARY%20PROVISIONS) of the California Code of Civil Procedure, the term “person” is said to include a corporation as well as a natural person, unless otherwise apparent from the context; and [§18](https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=CORP&heading2=GENERAL%20PROVISIONS) of the California Corporations Code is to similar effect (read with [§5](https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=CORP&heading2=GENERAL%20PROVISIONS))
- [§19](https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=HSC&heading2=GENERAL%20PROVISIONS) of the California Health & Safety Code states that the term "person" means "any person, firm, association, organization, partnership, business trust, corporation, limited liability company, or company"
- [§18](https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=FIN&heading2=GENERAL%20PROVISIONS) of the California Financial Code states that the term "person" includes "any person, firm, partnership, association, corporation, company, limited liability company, syndicate, estate, trust, business trust, or organization of any kind"

In Texas:-

- [§1.201](https://statutes.capitol.texas.gov/Docs/BC/htm/BC.1.htm) of the Business and Commerce Code states that the term "person" means “an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, public corporation, any other legal or commercial entity, or a protected series or registered series of a for-profit entity” unless the context otherwise requires
- [§69-b](https://statutes.capitol.texas.gov/Docs/BC/htm/BC.1.htm) of the Business Organizations Code states that the term "person" means “an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity”
- [§311.005](https://statutes.capitol.texas.gov/Docs/GV/htm/GV.311.htm#311.005) of the Goverment Code states that the term "person" includes "includes corporation, organization, government or governmental subdivision or agency, business trust, estate, trust, partnership, association, and any other legal entity"

In New York:-

- [EPTL 1-2.12](https://www.nysenate.gov/legislation/laws/EPT/1-2.12) (forming part of the Estates, Powers and Trusts Law) states that the term "person" includes "a natural person, an association, board, any corporation, whether municipal, stock or non-stock, court, governmental agency, authority or subdivision, partnership or other firm and the state"
- [§104(3)](https://www.nysenate.gov/legislation/laws/FIS/104) of the Financial Services Law states that the term "person" means “any individual, partnership, corporation, association or any other entity”
- [§1-201(35)](https://www.nysenate.gov/legislation/laws/UCC/1-201) of the Uniform Commercial Code states that the term "person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, public corporation, or any other legal or commercial entity"

In Florida:-

- [§1.01(3)](https://codes.findlaw.com/fl/title-i-construction-of-statutes/fl-st-sect-1-01.html) of Title I, Construction of Statutes, provides that the term “person” includes "individuals, children, firms, associations, joint adventures, partnerships, estates, trusts, business trusts, syndicates, fiduciaries, corporations, and all other groups or combinations" where the context will permit
- legislation applicable to *Powers of Attorney* created by a [person](https://wiki.powersofattorney.com/terms#person-ie-natural-person) expressly provides that it does not apply to *Powers of Attorney* created by a person other than an individual ([§709.2103(4)](https://codes.findlaw.com/fl/title-xl-real-and-personal-property/fl-st-sect-709-2103.html))

In Illinois:-

- [§810 ILCS 5](https://www.ilga.gov/legislation/ilcs/ilcs4.asp?DocName=081000050HArt%2E+1+Pt%2E+2&ActID=2301&ChapterID=66&SeqStart=1400000&SeqEnd=2400000) of the Uniform Commercial Code provides that the term “person” means an "individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, public corporation, or any other legal or commercial entity"
- [§205 ILCS 5/2](https://www.ilga.gov/legislation/ilcs/ilcs3.asp?ActID=1178&ChapterID=20) of the Illinois Banking Act provides that the term “person” means "an individual, corporation, limited liability company, partnership, joint venture, trust, estate, or unincorporated association"
- [§5 ILCS 70/1.05](https://www.ilga.gov/legislation/ilcs/ilcs3.asp?ActID=79&ChapterID=2) of the Statute on Statutes provides that the term “person” .. "may extend and be applied to bodies politic and corporate as well as individuals"

In Pennsylvania:-

- [§1201(b)](https://www.legis.state.pa.us/cfdocs/legis/LI/consCheck.cfm?txtType=HTM&ttl=13&div=1&chpt=12&sctn=1&subsctn=0) of the Uniform Commercial Code states that the term “person” means "any individual; corporation; business trust; estate; trust; partnership; limited liability company; association; joint venture; government; governmental subdivision, agency or instrumentality, public corporation; or other legal or commercial entity" unless the context clearly indicates otherwise
- [§5101(b)](https://www.legis.state.pa.us/cfdocs/legis/LI/consCheck.cfm?txtType=HTM&ttl=12&div=0&chpt=51&sctn=1&subsctn=0) of the Pennsylvania Uniform Voidable Transactions Act states that the term “person” means "an individual, partnership, estate, business or nonprofit entity, public corporation, government or governmental subdivision, agency, trust or instrumentality or other legal entity" unless the context clearly indicates otherwise
- [§2103](https://www.legis.state.pa.us/cfdocs/legis/LI/consCheck.cfm?txtType=HTM&ttl=68&div=0&chpt=21&sctn=3&subsctn=0) in Chapter 21, Title 68, Real and Personal Property in defining the term "owner-occupant" speaks of a "natural person"

The approach illustrated by most of the examples above, whereby term "person" is defined for the purpose of particular legislation to include certain kinds of [bodies corporate](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity), is not invariable.

Many pieces of legislation:-

- contain no such provision of the kinds referred to above, intended to include [bodies corporate](https://wiki.powersofattorney.com/terms#body-corporate) in the definition of "person" where it appears in the legislation; or
- contain provision like [§2103](https://www.legis.state.pa.us/cfdocs/legis/LI/consCheck.cfm?txtType=HTM&ttl=68&div=0&chpt=21&sctn=3&subsctn=0) in Pennsylvania, use terms like "natural person" to make clear the intention is to exclude [bodies corporate](https://wiki.powersofattorney.com/terms#body-corporate); or
- contain provision like [§709.2103(4)](https://codes.findlaw.com/fl/title-xl-real-and-personal-property/fl-st-sect-709-2103.html) in Florida which explains the legislation is does not apply in respect of an instrument for example, created by any [legal entity](https://wiki.powersofattorney.com/terms/en/terms#meaning-of-legal-entity) other than a natural person

##### Importance of Distinction Between Legal Entities, Commercial Entities and Individuals

Because this Wiki is focused upon *Powers of Attorney*, there is particular need to distinguish between:-

- “[legal entities](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity)” as an inclusive group of all types of [legal entities](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity) (ie. individuals and [commercial entities](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity)); and
- individuals; and
- [commercial entities](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity)

This is important in particular because in Texas, the context in which these distinctions arise with respect to *Powers of Attorney* is slightly different to many US States:-

- Texas only has legislation governing [durable](https://wiki.powersofattorney.com/typesdurablepowerofattorney#a-durable-power-of-attorney-operates-if-the-principal-lacks-or-may-lack-capacity) *Powers of Attorney;* and
- a [durable](https://wiki.powersofattorney.com/typesdurablepowerofattorney#a-durable-power-of-attorney-operates-if-the-principal-lacks-or-may-lack-capacity) *Powers of Attorney* might only be created by an individual; and
- it follows that in Texas there is no legislation dealing with *Powers of Attorney* created by a [commercial entity](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity) or by a person if the Power of Attorney is [non-durable](https://wiki.powersofattorney.com/typescommonlyusedpersons#non-durable-powers-of-attorney-wont-operate-if-the-principal-lacks-capacity)

explain here how for successor agent may be person or commercial entity go through sub-agent protector as well because this links to can appoint a legal entity as a succ agent or sub-agent etc.

#### “LLC”

LLC refers to a limited liability company.

A limited liability company is a [legal entity](https://wiki.powersofattorney.com/terms#meaning-of-legal-entity) that has the limited liability of a company and at least has the potential to derive income which is not taxed in the hands of the company but rather, is taxed in the hands of its members, accepting that in some instances an LLC may elect to tax its income in the hands of the company.

An LLC is not a corporation.

#### “LLP”

LLP refers to a limited liability partnership.

A limited liability partnership is a partnership or limited partnership that has optionally registered as LLP.

[Chapters 151-154](https://law.justia.com/codes/texas/2019/business-organizations-code/title-4/) of the *Business Organizations Code* (Texas) may be of assistance in relation to limited liability partnerships in Texas.

#### “Person” (i.e. “Natural Person”)

The term “person” where it is linked to this definition refers to a human being.

This term distinguishes between a [commercial entity](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity) (i.e. company, corporation, trust or association etc.) and an ordinary person.

This distinction is helpful because in some contexts, the term “person” may refer a [natural person](https://wiki.powersofattorney.com/terms#meaning-of-natural-person) or a [commercial entity](https://wiki.powersofattorney.com/terms#meaning-of-commercial-entity).