1.      Section 182—Definition of “Agent” and “Principal”

1. Definitions:

• An “agent” is defined as a person employed to do any act for another or to represent another in dealings with third parties. The individual for whom such an act is done, or who is represented by the agent, is referred to as the “principal.”

1. Nature of Agency:

• The essence of an agent’s position lies in their ability to make the principal answerable to third parties for their actions. Simply providing advice does not qualify someone as an agent; the crucial factor is whether the person is entering into transactions on behalf of the principal.
• For example, in Mohesh Chandra Basu v. Radha Kishore Bhattacherjee (1908), the court highlighted that giving advice alone does not create an agency relationship. The determining factor is the intention to act on behalf of the principal.

1. Formation of Agency:

• Agency can be created in various ways, not necessarily requiring a formal agreement. It can arise through express or implied agreement, by conduct, or even by the necessity of circumstances. This principle is reflected in the case of State of Bihar v. Dukhulal Das, AIR 1962 Patna 140, where it was established that a formal contract is not mandatory to establish an agency relationship.
• Further supporting this principle, Babulal Shah v. SS (Fixed Delivery) Merchants Asson, AIR 1960 Bom 548, and Lukshmi Ginning & Oil Mills v. Amrit Banaspati Co. Ltd., AIR 1962 Punj 56, emphasized that an agency can exist even without a formal agreement, based solely on the conduct of the parties involved.

1. Distinction Between Agency and Other Relationships:

• It is important to differentiate agency from relationships that may appear similar. For instance, in commercial arrangements like distributorships or franchises, the relationship may be mistakenly termed as that of a principal-agent, when in fact it might not be so.
• The case of Vijay Traders v. Bajaj Auto Ltd., (1995) 6 SCC 566, clarified that the relationship between a distributor and a company was that of a vendor-purchaser and not a principal-agent, thus highlighting the significance of assessing the true nature of the relationship based on facts.
• Similarly, in Snow White Industrial Corp. v. Collector of Central Excise, (1989) 3 SCC 351, the court concluded that a sole selling agency agreement does not necessarily constitute an agency relationship but rather a sales agreement, emphasizing the importance of contractual terms in defining the nature of the relationship.

1. Principal-Agent Liability:

• In a typical agency relationship, the principal is held liable for the acts of the agent when the agent acts within the scope of their authority. The liability arises even if the agent exceeds their authority, provided the third party involved had no reason to doubt the agent’s authority.
• In Ireland v. Livingstone (1872) LR 5 HL 395, the court determined that the legal relation between a merchant and a commission agent was indeed that of principal and agent, rather than a buyer-seller relationship. The case reaffirmed that the actions taken by an agent on behalf of the principal could bind the principal to third parties.
• Furthermore, Mahomedally v. Schiller (1889) ILR 13 Bom 470 emphasized that commission agents cannot be held liable as vendors for failure to deliver goods since their role is limited to acting on behalf of the principal.

1. Co-agents and Joint Authority:

• When two or more persons are employed as agents, they may either act jointly or severally. Unless expressly stated otherwise, an authority given to co-agents is presumed to be joint, meaning that all agents must act together to bind the principal.
• The principle is exemplified in Brown v. Andrew, (1849) 18 LJQB 153, which demonstrated that a joint authority among agents requires all parties to concur in the exercise of their duties to effectively bind the principal.

1. Liability of Agents Appointed by Multiple Principals:

• An agent appointed by multiple principals is accountable to them jointly and is not required to provide separate accounts to each. This principle was upheld in Raghbar Dayal v. Firm Piare Lal, AIR 1933 Lah 93, where the court ruled that an agent’s accountability to one principal does not absolve their liability to others.

1. Scope and Limitations of an Agent’s Authority:

• An agent’s duty is to act within the scope of the authority granted by the principal. They are expected to adhere strictly to instructions provided by the principal, and any action beyond the specified authority may not bind the principal unless explicitly ratified.
• Govind Prasad v. Board of Revenue, AIR 1965 MP 66, illustrated that while an agent may have broad discretion, they are legally bound to follow the principal’s instructions as long as they do not involve anything unlawful or outside the scope of the granted authority.

1. Legal Principles Governing Agent’s Role:

• The determination of whether an individual is an agent depends on their power to alter the principal’s legal standing with third parties. For example, Laxminarayan Ram Gopal v. Hyderabad State, AIR 1954 SC 364, emphasized that the agency relationship must be clearly defined and not merely based on a superficial resemblance.
• Similarly, in Vijay Traders v. Bajaj Auto Ltd., the court reiterated that the assessment of the agent-principal relationship must be based on the true intention and the actual conduct of the parties involved, not merely on the titles or labels used in agreements.

1. Role and Duty of Agents:

• Agents are obligated to act in the best interests of the principal, exercising reasonable skill and diligence in executing their duties. Failure to do so may result in the agent being held liable for any losses incurred by the principal.
• This principle is well-supported by Guthrie v. Armstrong (1820) 5 B and Ald 628, which established that co-agents must act in a manner that binds the principal only when they act collectively or in line with their designated authority.

2.     Section 183—Who May Employ an Agent

1. Eligibility to Employ an Agent:

• According to Section 183 of the Indian Contract Act, any person who is of the age of majority according to the law to which they are subject, and who is of sound mind, may employ an agent.
• This implies that only individuals who have the legal capacity to contract can appoint an agent. A minor or an individual of unsound mind cannot employ an agent since they do not have the capacity to understand the legal consequences of such actions.

1. Requirements for the Principal:

• The principal, who intends to employ an agent, must:
• Be of the age of majority, as per the jurisdictional laws governing the individual.
• Possess a sound mind to comprehend the implications of appointing an agent.
• These requirements ensure that the principal has the requisite legal competence to be held accountable for the acts of the agent.

1. Case Law:

• In legal practice, the qualification of a principal to employ an agent has been further elucidated in several judicial pronouncements, emphasizing the importance of legal capacity.
• For instance, in the case of Foreman v. Great Western Railway Co. (1878) 38 LT 851, it was highlighted that the ability to employ an agent relies upon the principal’s capacity to engage in legal transactions and contracts.

1. Scope of the Principal’s Authority:

• The authority to appoint an agent is directly linked to the principal’s own authority to enter into contracts. This means that the principal can only delegate to the agent what they themselves are legally capable of performing.
• If a principal lacks the capacity to perform a specific act, they cannot empower an agent to undertake that act on their behalf.

3.     Section 184—Who May Be an Agent

1. Eligibility to Act as an Agent:

• According to Section 184 of the Indian Contract Act, any person may become an agent. This includes minors and individuals who lack full legal capacity to contract on their own behalf.
• However, while these individuals can act as agents, they cannot be held directly responsible to their principals for the obligations arising from the contracts they enter into.

2. Capacity of the Agent:

• An agent’s capacity does not depend on their ability to contract on their own account. This means that even if a person is incapable of entering into a contract personally (e.g., a minor or a person of unsound mind), they can still function as an agent and bind the principal through their actions.
• The case of Foreman v. Great Western Railway Co. (1878) 38 LT 851 highlighted that even individuals who do not have the capacity to contract on their behalf are competent to act as agents, as their actions are deemed to bind their principals rather than themselves.

3. Legal Principle of Representation:

• The primary duty of an agent is to act on behalf of the principal in dealings with third parties. The legal relationship created by this representation means that the agent’s actions, within the scope of their authority, are considered to be the acts of the principal.
• This principle ensures that the liability for the contract or transaction falls on the principal, even if the agent lacks the legal capacity to be bound by such an agreement.

4. Minors as Agents:

• A minor can be an agent, but due to their lack of capacity to contract, they cannot be held liable for actions performed on behalf of the principal.
• In the case of Re, De Souza (1932) 54 All 548, the court held that a minor acting as an agent is not responsible to the principal, reinforcing that an agent’s incapacity does not invalidate the principal-agent relationship.

5. Immunity of Agents with Limited Capacity:

• The immunity granted to agents who are minors or otherwise incapacitated is crucial in maintaining the focus of liability on the principal. This legal protection ensures that these agents are not directly accountable for contractual obligations unless explicitly stated otherwise.
• This principle is demonstrated in the legal interpretation that minors or individuals with limited capacity, when acting solely as agents, bind the principal without personally assuming the liability.

6. Principle of Delegation Without Liability:

• The Indian Contract Act allows for the delegation of authority to individuals who might not have the capacity to be held accountable in their personal capacity. This delegation is based on the agent’s role as a representative, acting on the instructions of the principal.
• The case of Foreman v. Great Western Railway Co. illustrated that minors could perform duties as agents without being liable to the principal, as long as their actions were within the scope of the agency.

7. Third Parties’ Expectations:

• When dealing with an agent, third parties generally have the right to assume that the principal has authorized the agent’s actions, regardless of the agent’s personal capacity.
• In scenarios where a minor acts as an agent, the legal focus remains on the principal’s ability to ratify the agent’s actions and bind the third parties to the agreement.

8. Authority Implied by Law:

• Even if an agent lacks express authority, their actions might still bind the principal if such authority can be implied from the circumstances.
• This aspect of agency law is vital when considering that the agent’s lack of personal capacity does not detract from the binding nature of their actions on the principal, as long as these actions fall within the scope of implied authority.

9. Implications for Legal Responsibility:

• The distinction between the personal liability of the agent and the principal’s liability is critical. It ensures that principals bear the legal and financial consequences of the agent’s acts, protecting minors or others from direct repercussions.
• This legal framework upholds the core principle that agents act as extensions of their principals, who retain ultimate responsibility for the transactions initiated or completed by the agent.

4.     Section 185—Consideration Not Necessary

1. Principle of No Consideration for Agency:

• According to Section 185 of the Indian Contract Act, no consideration is required to create an agency relationship. This means that the validity of an agency agreement does not depend on any monetary or other benefit being exchanged between the principal and the agent.
• The law emphasizes that the relationship of principal and agent can arise purely based on mutual consent, without the need for a contractual exchange or consideration.

2. Legal Doctrine of Gratuitous Agency:

• The concept of gratuitous agency indicates that an agent can act on behalf of the principal without receiving any compensation or benefit in return. This does not affect the legal enforceability of the agency arrangement.
• Even in the absence of consideration, the agent is obligated to act in good faith and execute their duties as per the principal’s instructions.

3. Case Law:

• The case of Ferguson v. Um Chand Boid (1905) ILR 33 Cal 343 highlighted that the absence of consideration does not invalidate the agency agreement. The court ruled that the authority of an agent to act on behalf of the principal remains intact even when no consideration is exchanged.
• In this context, the court underscored that the agent’s duties arise from the nature of the appointment and the trust placed in them by the principal, rather than from a contractual obligation requiring consideration.

5.     Section 186—Agent’s Authority May Be Expressed or Implied

1. Definition of Agent’s Authority:

• Section 186 of the Indian Contract Act states that the authority of an agent may be either “express” or “implied.”
• Express authority refers to authority that is clearly and explicitly granted to the agent by the principal, either in written or spoken words.
• Implied authority is derived from the circumstances, conduct of the parties, or the nature of the business, and it allows the agent to do all that is necessary to carry out the principal’s instructions.

2. Express Authority:

• An express authority is a direct and intentional grant of authority from the principal to the agent. It leaves no room for ambiguity regarding the powers of the agent.
• In the case of Pestonji v. Gool Mahomed (1874) 7 Mad HCR 369, it was established that an express authority must be strictly followed, and any deviation by the agent from the explicit instructions provided by the principal can make the agent personally liable.

3. Implied Authority:

• Implied authority arises from the circumstances or the relationship between the principal and agent, where the agent is assumed to have certain powers necessary to perform the duties entrusted to them.
• The scope of implied authority often depends on the usual course of business or the customs of trade in which the agent operates. The case of Bank of Bengal v. Ramanathan (1916) 43 IA 48 demonstrated that an agent’s implied authority includes acts that are usual and necessary for the conduct of the business for which they were appointed.

6.     Section 187—Definitions of Express and Implied Authority

1. Understanding Express Authority:

• Section 187 of the Indian Contract Act defines express authority as the authority that is explicitly given to the agent by the principal, either orally or in writing.
• This authority is clearly communicated to the agent, leaving no ambiguity regarding the extent of the powers conferred. It enables the agent to act in a specific manner as directed by the principal.
• The case of Pestonji v. Gool Mahomed (1874) 7 Mad HCR 369 highlighted that when an agent’s authority is express, the agent must adhere strictly to the instructions provided by the principal. Any deviation from these express directions without the principal’s consent may lead to personal liability on the part of the agent.

2. Concept of Implied Authority:

• Implied authority refers to the powers that are not explicitly stated but are assumed to be granted to the agent based on the nature of the relationship or the usual course of business.
• It is inferred from the conduct of the parties, the circumstances surrounding the agency, or the necessity of the situation.
• In Ireland v. Livingstone (1872) LR 5 HL 395, the court ruled that implied authority allows an agent to perform all necessary and customary actions that are reasonably required to achieve the principal’s objectives, even if such actions were not expressly discussed.
• In Fenn v. Harrison (1791) 3 TR 757, it was established that an agent, when given a task like getting a bill discounted, has the implied authority to warrant it as a good bill, although not necessarily to endorse it in the principal’s name unless specified. This case underscored that implied authority is limited to the scope of the business transaction and must align with industry standards and practices.

3. Application of Implied Authority Based on Circumstances:

• Implied authority often arises from the ordinary course of dealings and the customs prevalent in the trade or industry in which the agent operates.
• In the case of Sutton v. Tatham (1839) 10 Ad & E 27, the court noted that implied authority permits the agent to act in accordance with the established norms and practices of the trade, thereby ensuring that the agent’s actions are consistent with what is generally expected in similar circumstances.

4. Case Example on Implied Authority in Emergencies:

• The decision in Williams v. Evans (1866) LR 1 QB 352 emphasized that agents may exercise implied authority in emergencies or urgent situations where it is crucial to act swiftly to protect the principal’s interests.
• This ruling highlight that in circumstances where obtaining explicit instructions from the principal is not feasible, the agent’s implied authority allows them to take necessary actions to prevent any detriment to the principal.

5. Restrictions on the Scope of Implied Authority:

• Implied authority does not extend to actions that go beyond the reasonable expectations of the principal or the usual course of business. It must be strictly related to what is necessary for performing the agent’s duties.
• In Murugesa v. Province of Madras AIR 1947 Mad 44, the court held that an agent cannot assume implied authority for acts that are expressly restricted or prohibited by the principal, thereby limiting the agent’s powers to what is directly relevant to their role.

6. Express vs. Implied Authority: Distinctions:

• While express authority is directly communicated, implied authority arises indirectly from the circumstances or the agent’s role within the business.
• The case of Pole v. Leask (1860) 28 Beav 562 illustrated that implied authority often supplements express authority, allowing the agent to perform all acts that are incidental or customary in executing the expressly granted powers.

7. Importance of Implied Authority in Agency Law:

• Implied authority is crucial for the smooth functioning of commercial and legal relationships, as it allows agents to take initiative in situations where explicit instructions are unavailable or unnecessary.
• The case of Howard v. Sheward (1866) LR 2 CP 148 reinforced that implied authority enables agents to act decisively in the principal’s best interest, particularly when quick decisions are needed to mitigate risks or seize business opportunities.

8. Practical Application of Express and Implied Authority:

• Express and implied authority often work together to provide agents with the flexibility needed to conduct business effectively. Agents must use their discretion while ensuring that their actions are within the boundaries set by the principal.
• Blumberg v. Life Interests, etc., Corp. (1898) 1 Ch 27 demonstrated that even when acting under implied authority, agents must prioritize the principal’s interests and adhere to standard business practices.

9. Agency and Customary Authority:

• Customary authority refers to the agent’s ability to act in line with the customs and practices that are well-known within the particular business or industry. Such customs may establish a basis for implied authority even in the absence of explicit directives.
• In the case of Snow White Industrial Corp. v. Collector of Central Excise (1989) 3 SCC 351, the court noted that an agent’s actions could be justified under implied authority if they were consistent with the normal business practices recognized in that industry.

7.     Section 188—Extent of Agent’s Authority

1. Definition of Agent’s Authority Under Section 188:

• Section 188 of the Indian Contract Act specifies that an agent with authority to perform an act has the authority to do every lawful thing necessary to accomplish that act.
• It further clarifies that if an agent has the authority to carry on a business, they are empowered to do every lawful thing necessary for its operation or that is usually done in the course of conducting such business.

2. General Principles of Agent’s Authority:

• The authority granted to an agent is not limited to the explicit tasks specified by the principal but also includes incidental powers necessary to carry out those tasks effectively.
• The case of Ferguson v. Um Chand Boid (1905) ILR 33 Cal 343 highlighted that an agent’s authority encompasses all actions that are reasonably required to achieve the principal’s objectives in the context of their specific role.

3. Incidental Authority:

• An agent’s incidental authority refers to powers that are implied because they are necessary to carry out the expressly granted authority. It ensures that the agent can complete tasks efficiently without requiring explicit approval for every action.
• In the case of Williams v. Evans (1866) LR 1 QB 352, the court observed that the scope of an agent’s incidental authority includes actions that are standard practice in the agent’s line of business, even if not expressly mentioned by the principal.

4. Illustration of Authority in Business Operations:

• When an agent is authorized to manage a business, they have the implied authority to make decisions that are essential for the day-to-day operations of that business.
• In Howard v. Sheward (1866) LR 2 CP 148, the court clarified that an agent managing a business must have the discretion to make purchases or enter into contracts necessary for the continuation of that business, as such actions fall within their implied authority.

5. Limitations on the Agent’s Authority:

• While an agent has broad powers to act within the scope of their authority, this does not extend to unlawful acts or actions that clearly exceed the agreed-upon terms of the agency.
• In Bank of Bengal v. Ramanathan (1916) 43 IA 48, the court ruled that even in cases of implied authority, the agent cannot bind the principal to acts that go beyond the normal or customary course of the principal’s business.

6. Authority to Act in Emergencies:

• An agent may take actions that go beyond their usual authority if those actions are necessary to protect the principal’s interests in an emergency. This emergency authority is implied to avoid potential losses to the principal.
• Pole v. Leask (1860) 28 Beav 562 established that agents have a duty to act prudently in situations of urgent necessity, even if such actions were not previously sanctioned by the principal, provided that they act in good faith.

7. Implied Authority to Perform Customary Acts:

• Agents are empowered to perform all customary acts that are usually carried out in the business for which they were appointed. This includes actions that are generally considered to be a part of the routine operations.
• The ruling in Blumberg v. Life Interests, etc., Corp. (1898) 1 Ch 27 reinforced that when an agent is entrusted with managing a business, they possess the authority to engage in customary practices that are essential for the business’s success.

8. Authority in Financial Matters:

• Agents may have implied authority to handle financial transactions necessary for the business, including drawing or endorsing bills of exchange, if such acts are customary in that particular business.
• Fenn v. Harrison (1791) 3 TR 757 highlighted that an agent entrusted with financial duties within a business has the implied authority to take necessary steps like securing payments or issuing bills, as long as these actions align with industry norms.

9. Case Study on Limitations of Authority:

• In Murugesa v. Province of Madras AIR 1947 Mad 44, the court held that an agent does not have the implied authority to commit the principal to transactions that are not customary or that involve significant risk unless there is express authorization.
• This case emphasized the principle that an agent must act strictly within the limits of their authority, as defined by the usual practices of the business and the specific instructions of the principal.

10. Role of Industry Practices in Defining Authority:

• The extent of an agent’s implied authority is often determined by the common practices and customs in the industry in which the agent operates. This ensures that the agent’s actions are consistent with what is typically expected in that field.
• In Snow White Industrial Corp. v. Collector of Central Excise (1989) 3 SCC 351, the court confirmed that an agent’s implied authority includes actions that are generally recognized as standard in the industry, thus binding the principal to such customary practices.

8.     Section 189—Agent’s Authority in an Emergency

1. Definition of Agent’s Authority in an Emergency:

• Section 189 of the Indian Contract Act specifies that an agent has the authority, in an emergency, to perform all such acts for the purpose of protecting their principal from loss as would be done by a person of ordinary prudence under similar circumstances.
• This provision allows the agent to act decisively and take necessary actions even without specific instructions from the principal when faced with a situation requiring immediate attention..
• Illustration: If an agent receives perishable goods with directions to forward them to another location, they may sell the goods locally if they determine that they would not survive the journey. This example emphasizes the agent’s discretion in handling the situation to prevent loss to the principal.

2. Principle of Authority of Necessity:

• The rule under this section is commonly referred to as the “authority of necessity” in English law, which justifies the agent’s actions taken in situations where they cannot communicate with the principal.
• The agent’s authority is limited to actions that a reasonable and prudent person would undertake to avoid harm or mitigate losses, given the urgency of the circumstances.

3. Situations Where Communication with Principal is Impossible:

• Section 189 specifically addresses cases where it is impractical to contact the principal due to an emergency. For instance, in scenarios involving a steep rise or fall in market rates, if following the initial instructions might cause significant losses, the agent may take alternate actions.
• This flexibility is crucial in scenarios where delay in decision-making could jeopardize the principal’s financial interests or business operations.

4. Case Law:

• In Australian Steam Navigation Co v. Morse (1872) LR 4 PC 222, it was determined that the master of a ship may sell the goods of an absent owner if it is impossible to communicate with the owner during an emergency. This decision highlights the agent’s discretion to act in the principal’s best interests when direct instructions cannot be obtained.
• Gokal Chand v. Nand Ram (1939) AC 106 further illustrates that when a principal’s debtor is in financial distress, the agent collecting outstanding payments may accept a partial payment to minimize the risk of total loss. This action falls under the agent’s emergency authority to secure the principal’s interests pragmatically.

5. Protecting the Principal in an Emergency:

• The core objective of Section 189 is to empower the agent to make decisions that would protect the principal’s interests as if they were acting in their own case. The agent’s actions must align with what a prudent individual would do under similar conditions to avoid loss or damage.
• This section overrides standard restrictions on the agent’s authority in emergency situations, recognizing that strict adherence to normal procedures might not always be in the principal’s best interest.

6. Application in Commercial Contexts:

• The concept of the agent’s authority in an emergency is particularly relevant in commercial transactions where market conditions or logistical challenges may necessitate quick decision-making to protect the principal’s assets.
• The rule ensures that agents are legally permitted to act decisively without waiting for express consent when prompt action is crucial.

9.     Section 190—When agent cannot delegate

1. Key Principle

• Non-delegation of authority: An agent cannot delegate the authority that the principal has entrusted unless:
• Custom of the trade permits such delegation.
• The nature of the agency or the act requires it.
• Delegatus non potest delegare: A delegate cannot delegate further unless exceptions apply.

2. Exceptions to Non-Delegation Rule

• Custom of the Trade: If the custom in a particular trade allows for delegation, the agent may appoint a sub-agent.
• Necessity: In situations where it becomes necessary for the fulfilment of the agent’s duties, delegation may be permitted.
• Consent of the Principal: Delegation is permissible if the principal gives explicit or implicit consent for the appointment of a sub-agent.

4.     Case Law

• De Bussche v Alt (1878): Recognized that delegation is allowed in cases of necessity, such as when unforeseen emergencies arise.
• Ex parte Birmingham Banking Co (1868): Highlighted that the delegation of purely ministerial acts, which do not involve discretion, is permissible.
• Allam & Co Ltd v Europe Poster Services Ltd (1968): Clarified that mechanical tasks not requiring personal judgment can be delegated without breaching the principal-agent relationship.
• Moon v Witney Union (1837): Trade customs allowing delegation, like architects delegating quantity surveying, were upheld by the court.

5.      Ministerial Acts and Delegation

• Ministerial tasks (those requiring no personal judgment or discretion) can be delegated.
• Discretionary tasks, which require personal judgment, must not be delegated without consent or trade custom.

6.     Fiduciary Responsibility

• The agent has a fiduciary duty to act in the best interest of the principal.
• If delegation is allowed, the agent must ensure the substitute is capable of performing the duties efficiently and in alignment with the principal’s interests.

7.     Implied Authority and Delegation

• Delegation is permissible when it is implied by the ordinary course of business or trade usage.
• Customary practices in certain professions may allow delegation without express consent.

10.   Section 191— “Sub-agent” defined

1. Definition of Sub-Agent

• A sub-agent is someone employed by the original agent to act under their control in the business of the agency.
• The sub-agent is not directly related to the principal unless the principal consents or there is a necessity for such delegation.

2. No Direct Relationship with Principal

• A sub-agent, under normal circumstances, does not have a direct relationship with the principal.
• The principal cannot hold the sub-agent liable unless the sub-agent is appointed following the rules of Section 192.

3. Appointment of Sub-Agent

• Sub-agents can only be appointed if:
• The principal gives express or implied permission.
• The nature of the agency necessitates such an appointment.

It is a custom in the particular trade.

• If the agent appoints a sub-agent without proper authority, the agent alone is responsible for the sub-agent’s actions.
• In Calico Printers’ Association Ltd v Barclays Bank (1931), it was held that when sub-agents are improperly appointed, the original agent remains responsible for any unauthorized acts of the sub-agent.

11.   Section 192—Representation of principal by sub-agent properly appointed

1. Sub-Agent Properly Appointed

• A sub-agent properly appointed by the original agent becomes directly responsible to the principal for the due discharge of their duties.
• The sub-agent is treated as though they were directly appointed by the principal, thus creating a direct relationship between the sub-agent and the principal.

2. Agent’s Responsibility for Sub-Agent’s Actions

• The agent remains responsible to the principal for any fraud or wrongful act committed by the sub-agent.
• The principal has the option to proceed either against the agent or the sub-agent in cases of misconduct by the sub-agent.
• In Calico Printers’ Association Ltd v Barclays Bank (1931), it was established that a properly appointed sub-agent can be held liable to the principal for fraudulent acts during the course of their employment.

3. Direct Responsibility of the Sub-Agent

• When the sub-agent is properly appointed, the sub-agent directly owes duties to the principal.
• In cases of fraud or wilful misconduct by the sub-agent, the principal can seek recourse directly against the sub-agent.
• The case of New Zealand and Australian Land Co v Watson (1881) confirmed that a properly appointed sub-agent is directly liable to the principal for any breach of duty committed during their course of work.

4. Agent’s Liability in the Event of Sub-Agent’s Misconduct

• The agent is not absolved of responsibility merely because a sub-agent is properly appointed.
• The principal has the right to claim damages or compensation from the original agent for any losses caused by the sub-agent, unless the sub-agent’s appointment was fully authorized and conducted properly.

5. Rights of Recourse for Principal

• The principal may choose between holding the original agent or the sub-agent accountable for wrongful actions, offering flexibility in cases of fraud or negligence.
• This is especially relevant in scenarios where it might be easier for the principal to pursue the agent directly for compensation.

12.   Section 193—Agent’s responsibility for sub-agent appointed without authority

• Section 193 deals with the consequences of an agent appointing a sub-agent without having authority from the principal to do so.
• If an agent improperly appoints a sub-agent without the principal’s consent or outside the scope of necessity, the sub-agent is not directly accountable to the principal.
• Ratification of unauthorised acts—sections 196-200

13.   Section 194—Relation between principal and person duly appointed by agent to act in business of agency

1. General Principle:

• If an agent, acting within the scope of their authority, appoints another person to carry out tasks related to the business of the agency, this person is considered to be an agent of the principal.
• The appointed person does not assume the role of a sub-agent but acts directly as the agent of the principal for the business assigned to them.

2. Authority of the Agent:

• The agent must have either express or implied authority from the principal to appoint another person to carry out part of the agency’s business.
• Without such authority, the person appointed would be acting as a sub-agent, which imposes different legal implications regarding the principal’s liability.
• Example: A, a principal, instructs B, their solicitor, to sell an estate by auction and to hire an auctioneer for the task. When B hires C, an auctioneer, C acts as A’s agent for the sale of the estate, not as B’s sub-agent.

3. Case Law:

• Calico Printers’ Association Ltd v Barclay’s Bank (1931) LT 51:
• This case established that when an agent with proper authority hires a substitute to perform part of the principal’s business, the substitute is treated as the principal’s agent, not the agent’s sub-agent.
• New Zealand and Australian Land Co v Watson (1881) 7 QBD 374:
• It reinforces that a substitute agent, acting within the authority granted, is directly responsible to the principal.
• Nansukhdas v Birelichand (19 Bom LR 948):
• This Bombay High Court case supports the application of Section 194, confirming that the appointed substitute acts directly for the principal, emphasizing the agent’s role as a mere intermediary in such appointments.

4. Substitute Agent vs Sub-Agent:

• A substitute agent is a person directly appointed by the agent under the principal’s authority to perform certain tasks on behalf of the principal.
• Unlike a sub-agent, the substitute agent is directly accountable to the principal for their actions. The principal has direct control and recourse against the substitute agent.

 

5. Relevance of Agent’s Authority:

• The distinction between a sub-agent and a substitute agent hinges on the scope of the original agent’s authority. If the agent has been authorized (expressly or impliedly) to engage another person, that person is a substitute agent under Section 194. If not, they would be considered a sub-agent, creating a different legal relationship between all parties involved.

14.   Section 195—Agent’s duty in naming such person

1. Key Principle:

• When an agent is entrusted with selecting another person to perform the duties of the principal, it is the agent’s duty to exercise due care in making this selection.
• The agent must appoint someone who is competent and appropriate for the task to avoid causing harm to the principal.

2. Legal Duty of the Agent:

• The agent has a fiduciary duty to the principal and must act in the principal’s best interests while selecting a third party to act on their behalf.
• If the agent fails in this duty and selects an incompetent or unsuitable person, the agent may be held liable for any resulting damage or loss to the principal.
• Example: A, an agent, is authorized by B, the principal, to hire a lawyer for a lawsuit. A hires a lawyer without verifying the qualifications or competence, and the lawsuit is mishandled due to the lawyer’s incompetence. A may be liable for the resulting damage to B.

15.   Section 196—Right of person as to acts done for him without his authority. Effect of ratification

1. General Principle:

• This section governs situations where a person acts on behalf of another without any prior authority.
• If the person on whose behalf the act was done subsequently ratifies the action, it becomes as if the act had been authorized from the start.
• Once ratified, the act binds the principal, both to their benefit and detriment.

2. Key Legal Concept of Ratification:

• Ratification essentially means the principal accepts the actions of an agent after they are completed, even though the agent did not have prior authority.
• Wilson v Tumman and Fretson (1843): The court stated that ratification retroactively authorizes acts, treating them as though they were authorized from the beginning, making the principal liable for both benefits and lossesspective Effect**:
• Ratification relates back to the date of the act ratified. Even if the principal only ratifies the action later, it is considered effective from the time the act was initially performed.
• Bolton Partners v Lambert (1889): This case reinforced that if ratification is effective, it applies retrospectively. The act is regarded as having been done with prior authority, regardless of any attempted revocation by a third party during the intervening period .

3. Exiled Ratification:

• Ratification can either be express (explicit) or implied through conduct. For example, by accepting the benefits of an unauthorized action, a principal may be seen as ratifying that action.
• Commercial Banking Co. of Sydney v Mann (1961): The court emphasized that even accepting benefits arising from an unauthorized act could imply ratification .

4. Limitations on:

• A person cannot ratify actions that are inherently void or illegal.
• Secretary of State v Kamachee Boye (1859): It was ruled that certain actions cannot be ratified if they are void from inception or beyond the scope of the principal’s authority .
• Government and Public Servcts performed by public servants without the government’s authority may be ratified later, similarly to private transactions.
• Raja Rai Bhagwat Dayal v Debi Dayal (10 Bom LR 230): This case reaffirmed that the government may ratify the acts of public servants under certain conditions .

5. Partial Ratification:

• Ratification transaction may be taken as ratification of the entire transaction, depending on the context and the principal’s conduct.

16.   Section 197—Ratification may be expressed or implied

1. Appointment of a Substitute Agent:

• An agent, when expressly or impliedly authorized by the principal, may appoint another person to act for the principal in the business of the agency.
• The appointed person is not a sub-agent but acts as an agent directly for the principal in the particular business entrusted to them.
• Example 1: A (principal) instructs B (his solicitor) to sell his estate by auction and to employ an auctioneer. B names C (auctioneer) to conduct the sale. C becomes A’s agent, not B’s sub-agent.

2. Role of the Agent in Naming the Substitute:

• The agent (B) is considered merely a messenger who establishes a direct relationship between the substitute agent and the principal (A). The agent’s role ends once the substitute agent’s relation to the principal is established.

3. Difference Between Sub-Agent and Substitute Agent:

• Section 194 differentiates between a substitute agent, who directly works for the principal, and a sub-agent, who operates under the control of the original agent. In the former case, the substitute agent’s actions are on behalf of the principal, not the agent.

4. No Liability for Substitute’s Actions:

• When an agent appoints a substitute as per the principal’s instructions, they are not liable for the substitute’s conduct or competence. Once the relationship between the substitute and principal is established, the agent’s duty is discharged.

5. Relevant Case Law Illustrations:

• De Bussche v Alt (1878) 8 Ch Div 310, 311: Clarifies that a substitute agent operates directly under the principal’s authority.
• TC Chowdhury & Bors. v Girindra Mohan Neogi (1929) 56 Cal 686: Demonstrates that a substitute agent is treated as directly acting for the principal and not under the agent’s control.
• Nensukhdas Shivnarain v Birdichand AIR 1917 Bom 19: Establishes that the substitute agent is not a sub-agent and is responsible directly to the principal.
• Mercantile Bank of India Ltd v Chetumal AIR 1930 Sind 247: The court concluded that a named bank was not a sub-agent of the defendant bank but an agent of the principal for specific business.
• Central Bank of India v Firm Rur Chand AIR 1959 P&H 159: Reinforces the principle that an agent, once introducing a substitute agent, is not responsible for the latter’s performance.
• National Bank of India Case: In a transaction involving multiple banks, the National Bank of India was considered a mere conduit through which instructions were passed to the Khulana Union Bank, which acted as the principal’s agent for collecting money, not as a sub-agent of the National Bank.

6. Establishing Privity of Contract: The privity of contract is established directly between the principal and the substitute agent. The principal deals directly with the substitute, and the original agent has no further responsibility once the substitute is named.
7. Scope of Sections 191 and 192:

• Sections 191 and 192 of the Act (pertaining to sub-agents) do not apply in cases involving substitute agents. The agent’s duty concludes upon connecting the principal with the substitute agent, as the principal holds the direct relationship with the substitute.
• N purchased iron sheets from firm C in Calcutta and instructed delivery through a local bank. The Calcutta-based firm sent the goods and related documents to a local bank in Khulana for collection. When Khulana Union Bank acted on behalf of firm C, it was as an agent of C, not as a sub-agent of National Bank of India. Therefore, the National Bank of India was not liable for Khulana Bank’s actions.

17.   Section 198—Knowledge requisite for valid ratification

1. Full Knowledge Requirement:

• Ratification is invalid if the person lacks complete knowledge of material facts. This principle is foundational in determining the validity of a ratification under the law.

2. Acquiescence and Ratification Must Follow Full Knowledge:

• The Judicial Committee has emphasized that for acquiescence or ratification to be valid, it must be based on full knowledge of the relevant facts. Without such knowledge, ratification cannot be effective. (La Banque Jacques-Cartier v La Banque D’Epargne (1887) 13 App Ca 111).

3. Transaction Must Be Valid in Itself:

• The transaction in question must be legal and capable of being ratified. Ratification cannot validate an illegal transaction. (Premila Debi v People’s Bank (1939) Lah 1: 178 IC 659: AIR 1938 PC 284).

4. Binding Adoption of Unauthorized Acts:

• For unauthorized acts to be ratified and binding on a principal:
• The acts must have been done for and in the name of the principal.
• The principal must have full knowledge of the acts, or their behavior must imply such complete adoption that it suggests they intended to accept the responsibility for those acts. (Marsh v Joseph (1897) 1 Ch 213, 246)

5. Unqualified Adoption Inferred From Principal’s Conduct:

• Even in the absence of explicit knowledge of the facts, unqualified actions by the principal may lead to the inference that they have ratified and accepted responsibility for the unauthorized acts. (Tukaram v Madhorao (1947) Nag 710: AIR 1948 Nag 293).

6. Limitations of the Doctrine of Ratification:

• The doctrine of ratification cannot be used to convert funds held in a fiduciary capacity into deposits with ordinary terms. For example:
• A entrusted funds to B for investment, but B misused these funds in his business without informing A. The Privy Council ruled that ratification could not transform fiduciary funds into ordinary banking deposits.
• Case Reference: Murugappa v Official Assignee of Madras (1937) 64 IA 343

18.   Section 199—Effect of ratifying unauthorised act forming part of a transaction

1. General Principle of Ratification (s 199):

• Ratification of an unauthorised act implies ratification of the entire transaction. Once a person ratifies a particular act done on their behalf, they cannot separate that act from the rest of the transaction.
• Ratification extends to the whole transaction and not just isolated acts, ensuring consistency and preventing a party from cherry-picking certain elements to benefit themselves.

2. Effect of Partial Ratification:

• A principal cannot ratify only the favourable parts of a transaction while repudiating the unfavourable aspects. Partial ratification is not allowed as it would unfairly enable the principal to form a contract that the third party did not intend.
• This prevents the creation of heterogeneous contracts, which are combinations of parts from different contracts that the third party never agreed to as a whole.

3. Case Law on Whole Transaction Ratification:

• In Keay v Fenwick (1876) 1 CPD 745, the court emphasised that ratifying only part of a transaction is impermissible. If a principal ratifies any part, they ratify the entirety, including any elements that may not benefit them.
• Bristow v Whitmore (1861) 9 HL Cas 391 also supports the principle that ratification cannot be selective. The ruling highlighted that choosing favourable terms is inconsistent with the contractual obligations intended by the third party.
• In Fitmaurice v Bayley (1860) 9 HL Cas 78 (112), the court similarly held that selective ratification would lead to partial contracts, a situation that goes against contract law principles.
• Commercial Banking Co of Sydney v Mann (1961) AC 1 reinforces the doctrine that ratification extends to the entire transaction, ensuring that both parties are bound by the entirety of the original agreement.

19.   Section 200—Ratification of unauthorised act cannot injure third person

1. General Principle of Ratification:

• Ratification is a principle whereby a person retrospectively approves or endorses an unauthorized act done on their behalf.
• However, this ratification cannot impose liability on a third party or harm their rights if the act, if done with original authority, would have subjected them to damages or terminated their rights.

2. Protection of Third Parties:

• Ratification cannot operate to the detriment of a third party. If the unauthorized act would have injured a third party by creating liability or extinguishing their rights, ratification will not have such effect.
• This principle protects third parties who are not involved in the principal-agent relationship from being unfairly prejudiced by the ratification of an unauthorized act.

3. Illustrations of the Rule:

• Demand of Chattel:
• Example: A, without authority from B, demands delivery of B’s property (a chattel) from C, who holds it.
• Outcome: B’s ratification of A’s demand does not subject C to damages for refusing to deliver the chattel.
• This shows that C’s rights as a third party are protected, even though B might have been entitled to the chattel if A had proper authority.
• Termination of Lease:
• Example: A holds a lease from B, which is terminable on three months’ notice. C, an unauthorized person, gives notice to terminate the lease on behalf of B.
• Outcome: B cannot ratify C’s notice to make it binding on A.
• Here, A’s rights under the lease cannot be adversely affected by ratifying C’s unauthorized notice.

4. Converse Rule—Revocation and Third Party Rights:

• A voidable transaction cannot be rescinded to the detriment of a third party’s right if that right was acquired in good faith under the voidable transaction.
• Property rights cannot be altered retroactively by ratification if the act was inoperative when performed.

5. Timing of Ratification:

• Ratification must occur at a time when the principal could have lawfully carried out the act themselves.
• This implies that if the principal had no authority to perform the act at the time of ratification, it cannot retrospectively make the act lawful.

6. No Right to Sue for Breach Before Ratification:

• Ratification of a contract does not grant the principal the right to sue for breaches that occurred before the ratification.
• This further limits the retrospective effect of ratification, ensuring that it does not alter third-party liabilities unfairly.

7. Case Laws:

• Bird v Brown (1850) 4 Ex 786; 80 RR 775:
• Established that ratification cannot turn an inoperative or wrongful act into a valid one to the detriment of third-party rights.
• Reinforces the idea that third parties should not face liability due to retrospective validation of an unauthorized act.
• Kidderminster v Hardwick (1873) LR 9 Ex 13:
• Clarified that ratification does not allow a principal to claim for damages or breaches that occurred prior to the ratification.
• The decision upholds the notion that rights cannot be retroactively changed by ratification.
• Cassim Ahmed v Eusuf Haji Ajam (1916) 23 Cal LJ 453:
• Involved a scenario where notice given by one joint receiver without the consent of the other could not be ratified to bind the lessee.
• This case highlights the necessity of joint authority in matters involving joint principals, further preventing ratification from prejudicing the rights of third parties.
• Practical Example:
• Example: A holds a lease from two joint receivers, B and C. B, without the authority of C, gives notice to A.
• Outcome: C’s subsequent ratification of B’s notice cannot make it binding on A.
• This illustration demonstrates that joint actions require joint authorization, and ratification by only one party cannot bind third parties.

20.  Section 201—Termination of agency

1. Modes of Termination of Agency

• Revocation by Principal
• The principal can revoke the agent’s authority through a notice of revocation.
• Conditions for exercising this right are laid out in Sections 202 to 204.
• Method for exercising this right, including giving notice to third parties, is specified in Sections 206 to 208.
• Renunciation by Agent
• The agent can renounce the agency by providing a notice of renunciation.
• The method for this renunciation is explained in Sections 206 and 207.
• Completion of Business
• The agency terminates upon the completion of the business for which it was created, such as the completion of a transaction or expiration of the agency period.
• Courts have differed in their interpretation:
• Allahabad and Calcutta High Courts held that the agency does not terminate upon sale of goods, but continues until the agent remits the sale proceeds to the principal (see Babu Ram v Ram Dayal (1890) 12 All 541 and Fink v Buldeo Dass (1899) 26 Cal 715).
• Madras High Court (in Venkatachalam v Narayanan (1916) ILR 39 Mad 376) held that the agency ends once the sale is complete, and it does not continue until payment is made.
• Similarly, in Alliance Bank of Simla Ltd v Amritsar Bank (1915) Punj Rec no. 79, p 322, it was ruled that the authority of an agent terminates once drafts are dispatched after collecting bills.
• Death, Insolvency, or Insanity
• The death, insolvency, or unsoundness of mind of either the principal or the agent leads to the termination of the agency.
• The dissolution of an incorporated company also results in the termination of agency.
• In Mujid-un-Nissa v Abdur Rahim (1900) 23 All 233: LR 28 IA 15, it was ruled that a power of attorney to present a document for registration is revoked upon the death of the principal.
• Destruction of Subject Matter
• If the subject matter of the agency is destroyed, the agency is terminated as per Section 56.
• Illegality
• An agency is terminated if an event occurs that renders the agency or its objects unlawful. This is again based on Section 56.
• Frustration of Purpose
• The agency can also be terminated due to frustration caused by factors such as disability, misadventure, or literal impossibility, rendering it impossible to achieve the agency’s objectives.

3. Termination by Fixed Term

• An agency appointed for a fixed term ends once the term expires, irrespective of whether the business is completed or not.
• Any action taken after the term expires is invalid unless the agency’s term has been extended, as ruled in Lalljee v Dadabhai (1916) 23 Cal LJ 190.

4. Additional Principles

• Authority Post-Sale: Once a sale is completed, the agent’s authority to alter terms without fresh authorization ceases (Blackburn v Scholes (1810) 2 Camp 343).
• Notice to Third Persons: When revoking or renouncing an agency, third parties who had dealings with the agent must also be notified to prevent continuing liability (see Section 208).

21.   Section 202—Termination of agency, where agent has an interest in subject matte

1. General Principle:

• An agency cannot be terminated to the prejudice of an agent who has an interest in the property forming the subject-matter of the agency, unless there is an express contract to the contrary.

2. Authority Coupled with Interest:

• When an agent’s authority is coupled with an interest, it becomes irrevocable. This principle is established when an authority is given for securing a benefit for the agent.
• Example: A consigns 1,000 bales of cotton to B, who has made advances to A on this cotton. B is authorized to sell the cotton and repay himself from the sale proceeds. A cannot revoke this authority, nor can it be terminated by A’s insanity or death.

3. Characteristics of Authority Coupled with Interest:

• Authority given with an interest may include security interests, liens, or special rights related to advances on the agency’s subject matter. Mere rights to earn a commission do not constitute an interest.

4. Irrevocability of Authority:

• An irrevocable power of attorney in favor of a purchaser for valuable consideration is considered an interest.
• An agent’s mere expectation of remuneration from a sale does not establish an interest preventing termination of the agency.
• Example: An agent appointed to collect rents, with a salary paid from those rents, does not have an interest preventing termination (see Vishnucharya v Ramchandra, 1881).

5. Agent Recovering Debts:

• If an agent is authorized to recover debts from a third party and pay themselves from that recovery, they have an interest in the agency, making the authority irrevocable (see Pestanji v Matchett, 1870).

6. Factors for Sale of Goods:

• The status of a factor (an agent selling goods on behalf of a principal) regarding the authority to sell goods is generally revocable.
• The mere fact of advances does not alter this revocable nature unless an express or implied agreement prevents revocation.
• If a factor is authorized to repay advances from the sale proceeds, this creates an interest (Kondayya v Narasimhulu, 1897).
• When a factor is given authority to sell goods “at the best price obtainable” with a provision to draw on the consignor in case of a shortfall, this arrangement confers an interest, preventing the termination of authority (see Jafferbhoy v Charlesworth, 1893).

7. Case Laws:

• The authority coupled with an interest contrasts with cases where the authority was granted after advances were made, which do not constitute a lasting interest (see Smart v Sandars, 1848).
• The distinction between interests that are created by express agreement versus those that arise incidentally is crucial in determining the nature of agency authority (see Frith v Frith, 1906).

22.  Section 203—When principal may revoke agent’s authority

1. General Principle of Revocation:

• A principal has the right to revoke the authority granted to an agent at any time before the agent exercises that authority in a manner that legally binds the principal. This is a fundamental aspect of agency law, allowing principals to retain control over their obligations.

2. Understanding “Exercise of Authority”:

• The authority is not considered exercised merely when an agent appropriates a contract that they previously entered into with a third part
• Lakmichand v Chotooram (1900) 24 Bom 403: An agent does not bind the principal merely by claiming an existing contract with a third party without prior authorization. Hence, the principal may revoke the authority before any binding contractual relationship is established.

3. Examples of Revocable Authority:

• Authority of Auctioneer:
• An auctioneer’s authority to sell goods can be revoked any time before the goods are knocked down to a purchaser.
• Cases:
• Re, Hare & O’More’s Contract (1901) 1 Ch 93:

Principle: The authority to sell by auction can be revoked until the moment of the auction’s conclusion, highlighting the flexibility of the principal’s rights before finalization.

• Warlow v Harrison (1859) 1 E & E 309:

Principle: An auctioneer cannot bind the principal after the knockdown if the principal has revoked the authority prior to that moment.

• Authority of Policy Broker:
• A policy broker’s authority to affect a policy can be revoked at any time before the policy is executed to create a binding obligation.
• Principle: This principle reinforces that until the policy is formally executed, the principal can alter their decision regarding the engagement.
• Authority for Unlawful Transactions:
• An agent’s authority to pay money for an unlawful transaction may be revoked at any time before the payment is made, even if credited.
• Case: Taylor v Bowers (1876):

Principle: A principal can revoke authority related to unlawful acts at any time before actual payment, underscoring that involvement in illegal activities does not create binding obligations.

4. Implications of Revocation:

• The principal’s right to revoke authority ensures that they can avoid unforeseen obligations and maintain control over contractual relations.
• Effective communication of revocation to the agent is crucial to prevent the agent from assuming authority after it has been revoked.

 

5. Limitations and Exceptions:

• The ability to revoke authority may be constrained by prior agreements or statutory provisions that restrict revocation under specific circumstances. It is vital for parties to be aware of any existing regulations or contractual clauses that may affect their ability to revoke authority.

23.  Section 204—Revocation where authority has been partly exercised

1. Definition of Authority:

• Authority refers to the legal permission given by a principal to an agent to act on their behalf.

2. Revocation of Authority:

• A principal can revoke the authority of an agent; however, this revocation is limited when the authority has already been exercised.
• The principal remains bound by obligations that arise from the acts done by the agent before the revocation.
• Example:
• Scenario: A authorizes B to buy 1,000 bales of cotton using A’s funds held by B.
• Action Taken: B purchases the cotton in his own name, thereby making himself personally liable.
• Conclusion: A cannot revoke B’s authority regarding the payment for the cotton because the authority was partly exercised.

3. 3. Legal Responsibilities and Indemnity:

• The principle outlined is connected to the duty of the principal to indemnify the agent. According to section 222, if an agent is employed for an action that incurs legal liability, the principal must not withdraw and leave the agent to face the consequences alone.
• If a principal revokes the agent’s authority but the agent continues the work and makes a profit, the principal cannot ignore the revocation and claim the profits made from the actions taken after revocation

4. Implications of Authority Revocation:

• Revocation does not absolve the principal from obligations that arose from acts completed before the revocation.

• The agent may still hold rights against the principal for indemnity concerning actions taken under the authority prior to its revocation.

6. Case Law:

• Read v Anderson (1884): Establishes that a principal cannot escape liability for the obligations incurred by the agent when the authority has been exercised.
• Harihar Prasad Singh v Kesho Prasad Singh (1925): Reinforces the idea that the principal cannot benefit from the agent’s efforts made under revoked authority.

24.  Section 205—Compensation for revocation by principals or renunciation by agent

1. Legal Framework:

• Section 205 addresses compensation in agency relationships, specifically regarding revocation by the principal or renunciation by the agent.

• It stipulates that when there is an express or implied contract to continue the agency for a specified period, the principal or agent must compensate the other party for premature termination without sufficient cause.

2. Principles of Compensation:

• Principal’s Obligation:
• If there is an express or implied contract guaranteeing a specific duration of agency, the principal is bound to compensate the agent for any early termination (s 205.1).
• This principle typically applies when the agent has provided valuable consideration for the agency.
• In Vishnucharya v Ramchandra (1881), it was held that an agent’s entitlement to compensation is contingent on an express or implied contract stipulating the agency’s duration.
• Lack of Compensation:
• In situations where no express or implied contract exists, the mere act of undertaking agency duties does not warrant compensation.
• In Rhodes v Forwood (1876), the House of Lords determined that when A employed B as his sole agent for the sale of coal for seven years, B was not entitled to compensation after A closed his colliery prematurely. There was no implied obligation for A to continue supplying coal without a specific term ensuring that the business would be carried on for the benefit of the agent.
• Commission Entitlement:
• There are cases where an agent, having advanced significantly in a transaction, is denied commission due to the principal’s unilateral termination of the deal.
• These situations underscore the broader principle that one party in a contract must not hinder the other from fulfilling their obligations.
• This principle aligns with sections 53 and 67 of the applicable law, reinforcing that “each party is entitled to the full benefit of his contract without hindrance from the other.”
• Sufficient Cause for Termination:
• According to Section 205.2, if a principal fails to pay the agent’s remuneration without sufficient cause, uses inexcusable language, or resorts to physical violence, the agent has sufficient grounds to terminate the agency relationship.
• This provision underscores the importance of mutual respect and obligation in agency relationships.

3. Case Law References:

• Vishnucharya v Ramchandra (1881): Established that compensation is due when there is an express or implied contract for the agency duration.
• Rhodes v Forwood (1876): Clarified the absence of entitlement to compensation when the principal’s closure of business does not violate any contractual terms.
• Prickett v Budger (1856): Relevant in establishing that contractual obligations must be fulfilled without interference from either party.

25.  Section 206—Notice of revocation or renunciation

1. Requirement for Notice:

• Parties (principal and agent) must provide reasonable notice when revoking or renouncing authority.
• This is to ensure that both parties are aware of the termination of their relationship.

2. Consequences of Failure to Provide Notice:

• If reasonable notice is not given:
• The party who fails to notify (either principal or agent) must compensate the other party for any resultant damages.
• This principle emphasizes the obligation of good faith and fairness in agency relationships.

3. Damage Considerations:

• The nature of damages that might arise from lack of notice could include:
• Financial losses incurred by the agent due to unexpected termination.
• Loss of opportunities or business prospects that could have been secured had proper notice been given.

4. Joint Authority:

• When authority is given by two or more principals jointly, any one principal can initiate the revocation or renunciation of that authority.
• This provision recognizes the collective nature of authority among multiple principals and allows for flexible management of joint interests.

5. Notice Prior to Revocation:

• The section emphasizes the need for notice before the revocation of authority:
• Notice must be given before the authority is revoked to avoid penalties or liability for damages.

6. Consequences of Revocation without Notice:

• If authority is revoked without providing prior notice:
• The damages incurred by the agent must be compensated by the principal who revoked the authority.
• This underscores the principle that agents should not bear the financial burden for actions taken under the belief that their authority remains valid.

26.  Section 207—Revocation and renunciation may be expressed or implied

1. Concept of Revocation and Renunciation

• Revocation and renunciation can be either expressed or implied.
• The principal’s or agent’s conduct can imply a revocation or renunciation of the agency.

2. Implied Revocation

• Example: If a principal, A, appoints agent B to let A’s house but later lets it himself, this act is deemed an implied revocation of B’s authority.

3. Form of Revocation/Renunciation

• There is no specific form required for revocation or renunciation; it can be:
• Express: Clearly stated by the principal or agent.
• Implied: Indicated through the actions or conduct of the parties involved.

4. Legal Precedents and Interpretations

• According to the Madras High Court in Bright Bros Pvt Ltd v JK Sayani, no formal notice is required for termination of agency if the agency is not for a fixed duration. This reinforces that:
• Where there is no express or implied contract requiring the agency to continue for a specific period, the principal may terminate the agency without a reasonable notice period.
• This case emphasizes that the phrase “such revocation or renunciation” in section 206 is applicable specifically to cases governed by section 205, and not to all revocations or renunciations dealt with by the Act.

27.  Section 208—When termination of agent’s authority takes effect as to agent, and as to third persons

1. Effect of Termination:

• The authority of an agent terminates when it becomes known to:
• The agent (agent’s knowledge).
• Third parties (third parties’ knowledge).
• Example:
• Principal A instructs agent B to sell goods and offers a 5% commission.
• A revokes B’s authority by sending a letter.
• B sells the goods for 100 rupees before receiving the revocation.
• Outcome: The sale is binding on A, and B is entitled to a commission of 5 rupees.

2. Revocation of Authority:

• Revocation by the principal takes effect:
• For the Agent: When the agent is informed of the revocation.
• For Third Parties: When third parties are informed of the revocation.
• The rationale is to ensure that neither the agent nor the third party is prejudiced due to a lack of notice.

3. Relation to Common Law:

• The section aligns with Common Law principles, reinforcing that an agent’s authority remains effective until the principal notifies third parties of the revocation.
• Key Principle: Contracts made by the agent in the name of the principal remain binding until notice of revocation is given.

4. Case Laws:

• Trueman v Loder (1840): This case establishes that when an agent acts with authority, parties involved in contracts can hold the principal liable until the principal communicates the revocation of authority to the world. This principle holds true regardless of the agent’s intent to benefit personally from the contract.

28.  Section 209—Agent’s duty on termination of agency by principal’s death or insanity

1. Termination of Agency:

• According to Section 209 of the relevant legal framework, an agency is terminated when the principal dies or becomes of unsound mind. The agency ceases to exist as the principal is no longer able to fulfill their obligations.

2. Agent’s Obligations Post-Termination:

• Upon the termination of agency due to the principal’s death or insanity, the agent has a duty to act on behalf of the legal representatives of the deceased principal. This duty encompasses:
• Reasonable Steps: The agent must take all reasonable measures to protect and preserve the interests that were entrusted to them during the agency. This includes managing assets, settling debts, or taking any necessary actions to prevent losses until the legal representatives can assume control.
• The necessity for the agent to act is derived from the obligation to safeguard the interests of the principal’s estate, thereby ensuring that no harm comes to the assets or responsibilities that were previously managed under the agency agreement.

3. Creation of New Agency:

• Section 209 clarifies that when the agent continues to act after the principal’s death on behalf of the principal’s heirs, a new agency is effectively created. This new agency relationship does not automatically inherit the terms of the previous agency agreement.
• The terms and conditions under which the agent continues to act must be expressly agreed upon by the parties involved. Thus, while the agent is permitted to act for the heirs, the original terms of engagement are not automatically applicable unless specifically re-established.

4. Case Law:

• The case of Madhusudan v Rakhal Chandra (1916) 43 Cal 248, 254-255 serves as a significant reference point in interpreting these sections. The ruling underscores that:
• Despite the termination of agency upon the principal’s death, the agent has an ongoing responsibility to protect the interests of the legal representatives. The agent’s actions post-termination must be considered reasonable and in good faith to ensure that the estate’s affairs are managed appropriately.

5. Implications of Non-Compliance:

• If an agent fails to take reasonable steps to protect the interests of the legal representatives, they may be held liable for any resulting losses or damages. This liability stems from the fiduciary duty the agent owes to the principal and, by extension, to their legal representatives.

29.  Section 210—Termination of sub-agent’s authority

1. Definition of Authority

• Authority refers to the power granted to an agent to act on behalf of a principal.
• Sub-agent is an individual appointed by the original agent to perform certain tasks or duties.

2. Termination of Authority

• General Principle: The termination of an agent’s authority automatically results in the termination of any authority granted to sub-agents.
• This is subject to specific rules regarding the termination of the agent’s authority as outlined in the governing laws.

3. Automatic Termination

• Scope: The provision emphasizes that sub-agents lose their authority immediately when the agent’s authority is terminated.
• Implication: This automatic termination reinforces the principle that sub-agents do not have independent authority and are reliant on the agent’s authority.

30.  Section 211—Agent’s duty in conducting principal’s business

1. Fundamental Duty:

• An agent is obligated to conduct the principal’s business according to:
• Directions from the Principal: The agent must adhere strictly to the instructions provided.
• Customs of Business: In the absence of specific directions, the agent should follow the prevailing customs in that line of business at the relevant location.
• Liability for Loss or Profit:
• If the agent deviates from these instructions:
• Loss: Must compensate the principal for any loss incurred.
• Profit: Must account for any profit generated from such unauthorized actions.

2. Obeying Directions:

• Agents must comply with lawful directions; unlawful instructions need not be followed.
• In instances where directions are ambiguous, the agent should:
• Interpret the directions in a manner they genuinely believe to be correct.

3. Case Law:

• In Bostock v Jardine (1865), agents bought more cotton than authorized, leading to no binding contract with the plaintiff, resulting in recovery of the amount paid.

4. Auction Sales:

• If an auctioneer is instructed to sell goods at a minimum price but accepts a higher bona fide bid below that threshold, they are not liable for losses to the principal.

5. Measure of Damages:

• In breaches where agents sell goods below a specified price:
• The measure of damages is the actual loss suffered by the principal, not merely the price difference.
• Even if no loss occurs, nominal damages can be claimed as the sale is deemed wrongful.

6. Customs of Trade:

• Customary practices can dictate the terms of agency. For instance:
• In Bombay, when a merchant engages a firm for purchasing goods without specified remuneration, the firm is not required to disclose the purchase price.
• Agents like stockbrokers must adhere to Stock Exchange regulations while executing buy/sell orders.

7. Del Credere Agent:

• A del credere agent receives extra remuneration (del credere commission) and guarantees that contracted parties can fulfill their obligations.
• The del credere agent assumes secondary liability, acting as a surety against insolvency but not for disputes regarding amounts due.

8. Pakki Adat System:

• Distinguishes roles in contracts:
• Authority Limitation: A pakka adatia cannot pledge the credit of the principal.
• Contractual Rights: No direct rights for up-country constituents against the Bombay merchant.
• No Obligation to Substitute Contracts: The pakka adatia is not required to replace contracts to meet orders.
• Judicial Interpretation:
• The relationship is not purely agent-principal; it is characterized by a contractual obligation of reward.
• In Manilal Raghunath v Radha Kison Ramjiwan (1921), the court noted that the pakka adatia acts as principal rather than merely as an agent.

31.   Section 212—Skill and diligence required from agent

1. General Obligations of Agents:

• Agents must conduct business with a skill level consistent with industry standards, unless the principal is aware of their lack of skill.
• Agents are required to act with reasonable diligence and utilize their existing skill set.
• Compensation is owed for direct losses resulting from the agent’s neglect, lack of skill, or misconduct, but not for indirect or remote damages.
• Example: In A v. B (a merchant-agent scenario), B delays remitting funds, causing A to become insolvent. B is liable for the amount and interest from the due date, as well as any direct losses due to exchange rate fluctuations, but not for indirect consequences.

2. Use of Skill:

• When employing skilled individuals (artisans, laborers), there is an implied warranty of adequate competency in their field. An express promise is not necessary.
• Failure to deliver requisite skill constitutes a breach of duty, justifying dismissal (see Hatmer v. Cornelius).
• An agent’s accountability for the skill and diligence of subordinates is contingent on the task and local practices (Nagendra Nath Singha v. Nagendra Bala Chowdhurani).
• Agents must possess sufficient legal knowledge pertinent to their business to protect the principal’s interests and ensure binding transactions (Neilson v. James).

3. Reasonable Diligence:

• The concept of reasonable diligence varies based on circumstances. Agents must exercise care in their duties, e.g., timely issuance of bills of lading or taking special instructions when unable to follow directives.
• A bank, when remitting money, must act as a prudent individual would (Bank of Bihar v. Tata Scob Dealers Ltd).
• An agent with specific transaction authority isn’t liable for losses from imprudent actions unless failing to exercise the expected level of care and skill (Overend v. Gibb).
• Mistakes or errors of judgment do not incur liability if due diligence is maintained (Lagunas Nitrate Co. v. Lagunas Syndicate).

4. Payment of Compensation:

• A gratuitous agent is liable for losses due to gross negligence.
• Compensation is only recoverable if it results directly from the agent’s negligence (Agnew v. Indian Carrying Co).
• In Pannalal Jankidas v. Mohanlal, the Supreme Court ruled on liability for failure to insure goods as directed. The agent’s negligence directly led to a loss not covered by insurance, obligating the agent to compensate the principal for the shortfall.

32.  Section 213—Agent’s accounts

1. General Principle:

• An agent has a duty to provide proper accounts to the principal, which includes:
• Separation of Property: The agent must keep the principal’s property, money, and effects separate from their own and others’.
• Maintenance of Accounts: The agent is obligated to maintain accurate and detailed accounts of all dealings and transactions involving the principal’s assets.

2. Nature of the Duty:

• The duty to render accounts is specifically to the principal and does not extend to third parties.
• Simply providing written accounts is insufficient; the agent must also explain these accounts with supporting vouchers (Annoda Persad v Dwarknath, 1881).
• If an agent fails to maintain proper accounts, presumptions will be made against them in any accounting dispute (Gray v Haig, 1854).

3. Title and Ownership:

• An agent cannot dispute the principal’s title to money or goods unless they prove a superior title held by a third party and act with the latter’s authority (Bhawani Singh v Maulvi Misbah-ud-din, 1929).

4. Right to Demand Accounts:

• A principal can initiate a lawsuit to demand accounts (Digamber v Kallynath, 7 Cal 654).
• Co-sharers can file for accounts against an agent if others refuse to join as plaintiffs (Charu Chandra v Sital Prasad, AIR 1949 Cal 656).
• A principal can pursue property that represents their money or goods in the hands of a third party (Chedworth v Edwards, 1802).

5. Minors’ Rights:

• When minors seek accounts from agents, any advances made to guardians for the minor’s benefit should be credited to the agent (Surendra Nath Sarkar v Atul Chandra Roy, 1907).

6. Contracts in Agent’s Name:

• If an agent contracts in their own name and later obtains a decree, the principal cannot file a suit to claim benefits from that decree. The principal has the option to adopt the contract and sue, but cannot do so after the agent has obtained a decree (Dodhanram v Jaharmull, 1913).

7.      Agent’s Right to Sue the Principal

• Generally, an agent cannot sue the principal for accounts, except in exceptional circumstances where:
• The agent cannot claim a specific sum without going through the principal’s accounts (Lakshmiji Sugar Mills Co Ltd v Banwari Lal, AIR 1959 All 546).

8.      Legal Representatives of Agents

• Upon the death of an agent, their legal representatives are not required to render accounts. However, they are responsible for paying any dues owed to the principal from the deceased agent’s estate (Purshottam v Ramkrishna, 46 Bom LR 649).

9.      Liability for Bribes or Secret Commissions

• Accepting bribes or secret commissions violates the agent’s duty, regardless of their fiduciary status. Agents cannot profit from criminal acts during their agency. This was upheld in Reading v Attorney General (1951), where an agent was held accountable for illegal profits gained through facilitating smuggling.

10.    Agent’s Right to Sue for Accounts

• The Indian Contract Act does not explicitly grant agents the right to sue principals for accounts; however, it is not exhaustive.
• Drawing from English law, an agent may have a right to demand accounts under equitable circumstances, particularly if all accounts are held by the principal, hindering the agent’s ability to assert claims for commissions (Narandas Gajiwala v SPAM Papammal, AIR 1967 SC 333).

33.  Section 214—Duty to communicate

1. General Duty of Communication

• Obligation: Agents have a fundamental duty to communicate effectively with their principals.
• Purpose: This duty is essential for the agent to obtain instructions, especially in circumstances that require immediate attention or action.

2. Cases of Difficulty

• Definition: “Cases of difficulty” refer to situations where the agent encounters challenges that impede regular operations or decision-making.
• Reasonable Diligence: The agent must exert all reasonable efforts to communicate with the principal. This includes:

• • Timeliness: Prompt communication is crucial to ensure that the principal can provide timely instructions.
  • Methods of Communication: Utilizing various communication methods (e.g., phone, email, or in-person meetings) to reach the principal effectively.
  • Documentation: Keeping records of attempts to communicate, including dates and methods used, to demonstrate diligence.

3. Obtaining Instructions

• Importance of Instructions: The agent should seek specific instructions from the principal to ensure actions align with the principal’s expectations and legal obligations.
• Clarity and Precision: It is essential for the agent to communicate clearly to avoid misunderstandings regarding the principal’s wishes.

4. Emergencies

• Definition of Emergency: An emergency situation arises when immediate action is required, and there is no time to communicate with the principal.
• Action in Emergencies: In such cases, the agent is permitted to act according to the rule established in section 189, which typically involves:
  • Preservation of Interests: Taking actions that safeguard the principal’s interests while awaiting further instructions.
  • Reasonable Decision-Making: The agent must act reasonably, considering the nature of the emergency and potential consequences of their actions.

34.  Section 215—Right of principal when agent deals, on his own account, in business of agency without principal’s consent

1. General Principle:

• An agent must not deal on his own account in the business of the agency without the principal’s consent and full disclosure of all material circumstances.
• If an agent breaches this duty, the principal may repudiate the transaction if:\
  • Any material fact has been dishonestly concealed by the agent.
  • The agent’s dealings have been disadvantageous to the principal.
• Example:
• Agent B directed by principal A to sell A’s estate buys the estate for himself in the name of another (C). A may repudiate the sale if he proves that B concealed material facts or that the sale was disadvantageous.
• Relevant Case:
• Rameshardas Benrasidas v Tansookhrai Bashesharlal, 102 IC 366 (AIR 1927 Sind 195) illustrates the importance of the agent’s duty to disclose material facts.
• Boardman v Phipps (1967) 2 AC 46 emphasizes the fiduciary duty of agents and the consequences of non-disclosure.

2. Fiduciary Duties:

• Agents owe complete loyalty to their principals and must not act in ways that conflict with the principal’s interests without prior consent.
• House of Lords Observation: Conflicts of interest must be dealt with, even in the absence of bad faith or fraud. The rule of equity applies universally.
• The principle is supported by Boardman v Phipps (1967), which underscores that good faith does not absolve the agent of their fiduciary duties.

3. Common Law Principles:

• An agent employed to sell cannot purchase for himself without notifying the principal; otherwise, the sale is voidable.
• The burden lies on the agent to prove that the transaction was made with the principal’s informed consent or that the price was fair and reflective of the property’s value.
• In Charter v Trevelyan (1844) emphasizes that agents must show clear consent from principals in transactions.

4. Prohibited Actions:

• Agents must not act for both parties in a transaction simultaneously.
• Agents cannot accept commissions from third parties without the principal’s knowledge.
• Agents should not settle claims against the principal on terms that benefit themselves disproportionately.

5. Rights of the Principal:

• The principal may:
• Repudiate the transaction if the agent has acted without consent.
• Affirm the transaction and claim benefits under Section 216.
• The principal must act within a reasonable time upon discovering the agent’s breach to avoid being deemed to have acquiesced to the transaction.
• Additionally, the principal can claim damages for any losses incurred due to the agent’s misconduct.
• Agents are not entitled to remuneration if they breach their fiduciary duties.

35.  Section 216—Principal’s right to benefit gained by agent dealing on his own account in his business of agency

1. Principal’s Right to Benefit from Agent’s Unauthorized Dealings

• An agent who, without the principal’s knowledge, conducts transactions in the business of the agency for their own benefit rather than for the principal’s benefit, incurs an obligation to account for any profits derived from such transactions. (Damodar Das v Sheoram Das (1907) 29 All 730).
• Example: A instructs B to purchase a house. B falsely informs A that the house cannot be bought and purchases it for himself. Upon discovering the transaction, A can compel B to sell the house to him at the purchase price.

2. Principal’s Rights to Profits Earned by Agent

• Agents earning profits beyond their ordinary compensation are generally required to account for these profits to the principal, regardless of any risks undertaken by the agent or whether the principal suffered any losses.
• Agents who receive secret profits or commissions from third parties without disclosing them to the principal are liable to return these profits.
• Key Principles:
  • All profits made by agents while acting on behalf of others belong to the principal, as established in Morison v Thompson (1874) LR 9 QB 480.
  • Secret profits are considered bribes, and both the agent and the third party are liable for losses incurred by the principal, including interest on these profits (as established in Tota Ram v Zalim Singh (1939) All LJ 1065).

3. Forfeiture of Commission

• An agent who engages in unauthorized transactions for personal gain forfeits any commission that could have been earned from such transactions, even if the principal later adopts the transaction.
• The rationale is that the agent has no authority to contract with themselves, and therefore, they have not earned any commission as an agent.
• In Salomans v Pender (1865) 3 H & C 639 illustrates the lack of authority and consequent forfeiture of commission.

4. Disclosure Requirements

• Agents must fully disclose all material facts regarding any transactions where their interests’ conflict with those of the principal. Mere acknowledgment of an interest is insufficient.
• The principal has the right to repudiate any transactions that were not disclosed, particularly if the agent profited at the principal’s expense.
• In Gluckstein v Barnes (1900) AC 240, it was held that lack of full disclosure renders the principal not bound by the agent’s actions.

5. Enforceability of Agent-Third Party Agreements

• Agreements made between an agent and third parties that conflict with the agent’s duties to the principal are unenforceable unless ratified by the principal.
• Case Reference: In Vinayakrav v Ransordas (1870) 7 Bom HCROC 90, the court denied enforcement of an agreement made by an agent without the principal’s knowledge.

6. Agent Selling Pre-Agency Property to Principal

• An agent who sells property to the principal, which was acquired before the agency began, is typically not liable for the profit made unless they failed to disclose the transaction to the principal.
• The Bombay High Court has clarified that in such cases, agents may be held liable for the difference between the price at which the property was sold to the principal and its market value at the time of sale.
• This principle was discussed in the case of Kaluram Bholaram v Chimaniram Motilal (1934) 36 Bom LR 68.

36.  Section 217—Agent’s right of retainer out of sums received on principal’s account

1. Definition and Scope:

• An agent has the right to retain sums received on behalf of the principal to cover:
• Amounts owed to the agent for advances
• Expenses properly incurred in conducting the business of the agency.
• Remuneration payable for acting in the capacity of the agent.

2. Nature of Right:

• This right is described as a right of retainer, implying that the agent must have money in hand that they are accountable for to the principal.

3. Possessory Lien:

• Section 221 grants agents a possessory lien on the principal’s property in their custody. This lien allows the agent to retain possession of the property until their claims are satisfied.

4. Equitable Lien:

• The statute does not explicitly provide an equitable lien, which would give the agent a priority claim over general creditors for specific funds not under their control. However, such a right may exist in specific cases.

5. Special Case for Solicitors:

• For solicitors, there is a well-established principle that:
• A judgment obtained for a client through the solicitor’s efforts acts as security for the solicitor’s costs.
• The solicitor has the right to ensure that the proceeds from the judgment pass through their hands.
• The court prevents any collusive agreements that may deprive the solicitor of their rightful claims (Ex parte Morrison (1868) LR QB 153, 156).

6. Conditions for Exercising Right of Retainer:

• The right of retainer can only be exercised if the agent has received moneys on account of the principal.
• Expenses must be:
• Properly incurred in the course of conducting the agency’s business.
• Remuneration must be:
• Payable for services rendered as an agent.

37.  Section 218—Agent’s Duty to Pay Sums Received for Principal

1. General Duty of Payment:

• An agent is obligated to pay to the principal all sums received on their account, subject to allowable deductions.

2. Nature of Amounts Received:

• Any amount an agent receives on behalf of the principal must be paid to the principal. This obligation is subject to provisions regarding the right of retention and detention related to advances, expenses, and remuneration.

3. Mode of Payment:

• An agent authorized to receive money does not have the authority to accept alternative forms of payment (e.g., set-offs or balances) in lieu of cash payment to the principal.
• Payments must be made in a manner that facilitates the agent’s ability to transmit the money directly to the principal. This principle was emphasized in Pearson v Scott (1878), where it was stated that a debtor’s obligation is to pay in a way that aids the agent in transferring the funds to the principal.

4. Payments from Illegal Transactions:

• If an agent receives money on behalf of the principal under an illegal or void contract, the agent must account for these funds to the principal. The agent cannot use the illegality of the contract as a defense for withholding payment.
• This principle applies even if the other party has waived the illegality by making the payment.
• In Bhola Nath v Mul Chand (1903), it was established that an agent is required to remit money received under a wagering contract to the principal.
• However, this rule does not apply if the contract of agency itself is illegal, as demonstrated in Sykes v Beadon (1879).

5. Exceptions and Limitations:

• The duty of the agent to pay the principal is subject to the right of retention, and the agent may deduct expenses and remuneration as outlined in relevant provisions.

38.  Section 219—When agent’s remuneration becomes due

1. General Principles of Agent’s Remuneration:

• Payment to an agent for their performance is generally not due until the act is completed unless a special contract specifies otherwise.
• Agents can retain money received for goods sold, even if all goods have not been sold or the sale is not complete.

2. Special Contract Definition:

• If a contract explicitly outlines the agent’s remuneration, the terms and conditions must be determined primarily from that contract (Green v Mules).
• In the absence of a special contract, remuneration rights depend on the customs or practices in the relevant business (Read v Rann; Baring v Stanton).
• “Special contract” also includes implied contracts arising from customary practices.

3. Entitlement to Commission:

• Agents are entitled to commission if they induce the buyer-seller relationship, even if the sale is not finalized (Municipal Corp of Bombay v Cuverji Hirji).
• The agent must demonstrate that their actions directly led to the opportunity for the transaction (Burchell v Gowie & Blockhouse Collieries Ltd).
• Merely showing that the transaction wouldn’t have occurred without their involvement is insufficient; there must be a direct causal link to the agency (Jordon v Ram Chandra Gupta).

4. Agent’s Rights When Prevented from Earning Remuneration:

• If a principal breaches a contract and prevents the agent from earning remuneration, the agent can claim damages (Turner v Goldsmith).
• The agent must establish a breach of contract by the principal to claim damages (Luxor (Eastbourne) Ltd v Cooper).
• There cannot be an implied term that the principal will not hinder the agent’s opportunity to earn commission if no binding contract exists between vendor and purchaser (Luxor (Eastbourne) Ltd v Cooper).

5. Quantum Meruit Remuneration:

• The determination of whether an agent is entitled to reasonable or fixed remuneration depends on the facts of the case.
• If a purchaser withdraws before completing a sale, the agent’s entitlement to remuneration may vary:
• If earnest money is forfeited, the agent typically does not receive commission unless it can be inferred that reasonable remuneration was intended (Boots v E Christopher & Co).
• If the principal sues for damages or specific performance, the agent is entitled to their commission.

39.  Section 220—Agent not entitled to remuneration for business misconduct

1. Principle of Remuneration for Agents:

• An agent is not entitled to remuneration for any part of the business where he has engaged in misconduct.
• Misconduct includes unauthorized actions, failure to provide accurate accounts, wrongful delegation, dishonesty, fraud, and other breaches of duty.

2. Example:

• If Agent B is employed by Principal A to recover and invest ₹1,00,000 but mismanages ₹10,000 (leading to a ₹2,000 loss), he retains:
• Remuneration for successfully recovering ₹1,00,000.
• Remuneration for investing ₹90,000 wisely.
• No remuneration for the ₹10,000 investment and must compensate A for the ₹2,000 loss.

3. Case Law:

• The case of Andrews v Ramsay & Co (1903) 2 KB 635 establishes that an agent retaining a secret commission from a buyer, without the principal’s knowledge, is liable to return both the secret commission and any retained commission.
• Hippisley v Knee Bros. (1905) 1 KB 1 reinforces the principle that honest belief in retaining discounts does not negate entitlement to commission, although the agent may need to account for these discounts.
• Other relevant cases highlighting different forms of misconduct include:
• White v Lincoln (1803) 8 Ves 363: Addressing failure to provide proper accounts.
• Beable v Dickerson (1885) 1 TLR 654: Discussing wrongful delegation of duties.
• Rhodes v Macalister (1923) 29 Com Cas 19: Emphasizing dishonesty as misconduct.
• Nitedals Taendstikfabrik v Bruster (1906) 2 Ch 671: Involving fraudulent overcharging by an agent.
• Salomons v Pender (1865) 3 H & C 639: Highlighting conflict of interest when an agent sells to a company in which he has a vested interest.

4. Types of Misconduct:

• Unauthorized Acts: Engaging in actions outside the scope of authority given by the principal.
• Failure to Render Proper Accounts: Not providing transparent and accurate financial reporting to the principal.
• Wrongful Delegation of Duties: Assigning tasks to third parties without the principal’s consent.
• Dishonesty: Acts that involve deceit or unethical behavior in handling the principal’s affairs.
• Fraudulent Overcharging: Charging the principal more than the agreed-upon fee or price for services rendered.
• Conflict of Interest: Selling to entities where the agent has a financial interest (e.g., being a director or large shareholder).
• Secret Commissions: Accepting undisclosed fees from other parties involved in a transaction.

40.  Section 221—Agent’s lien on principal’s property

1. Entitlement to Lien:

• An agent has the right to retain the principal’s goods, papers, and property until payment for commission, disbursements, and services is made. This right arises in the absence of a contract stating otherwise.

2. Nature of the Lien:

• The lien is specific to property concerning which commission is earned, disbursements are made, and services are rendered, indicating it is a particular lien rather than a general one.
• The lien is possessory, meaning it exists as long as the agent possesses the property. However, it does not grant the agent the right to sell the property or stop its transit; such rights pertain to the seller and buyer only (Mul Chand-Shib Dhan v Sheo Mal Sheo Parshad, AIR 1929 Lah 666).

3. Conditions for Valid Lien:

• A valid lien on property requires:
• No prior arrangement that contradicts the retention of the property.
• The property must belong to the principal, known to the agent.
• The property should be received in the agent’s capacity during ordinary duties.
• The agent must hold the property on behalf of the principal and not for a known third party (Pestonji v Ravji Javerchand, AIR 1933 Sind 235).

4. Limitations on Lien:

• An agent cannot acquire a lien through wrongful acts or when the property is entrusted for a specific purpose inconsistent with claiming a lien (Buchanan v Findlay, (1829) 9 B & C 738; Southern Roadways Ltd v SM Krishnan, AIR 1990 SC 673).

5. Practical Implications:

• A buyer from an agent (e.g., auctioneer) cannot defend against the agent’s action for payment by asserting payment to the principal (Robinson v Rutter, (1885) 4 E & B 954).
• A principal’s subsequent charge to a third party is subordinate to a factor’s lien.

6. Rights Against Third Parties:

• An agent’s lien, whether general or particular, only attaches to property for which the principal has the right to create a lien against third parties (Cunliffe v Blackburn Building Society, (1884) 9 App Cas 857).
• The lien is also subject to third parties’ rights at the time it attaches, with exceptions for money and negotiable securities (London and Country Bank v Ratcliffe, (1881) 6 App Cas 722).

7. Sub-Agents’ Liens:

• A sub-agent without authority from the principal has no lien (Solly v Rathbone, (1814) 2 M & S 298).
• A properly appointed sub-agent has the same lien rights against the principal for debts and claims arising from the sub-agency, unaffected by settlements between the principal and agent (Fisher v Smith, (1878) 4 App Cas 1).

8. Loss or Extinguishment of Lien:

• An agent’s lien is generally lost when possession is relinquished (Bligh v Davies, (1860) 28 Beav 211).
• If possession is lost due to fraud or unlawful means, the lien remains intact.
• The lien is extinguished if the agent acts inconsistently with its continuance or waives it through conduct (Kishun Das v Ganesh Ram, AIR 1950 Pat 481).
• If goods are destroyed accidentally, the lien is extinguished, but the agent can still claim commissions.
• The lien is unaffected by the principal’s bankruptcy, insolvency, or limitations on the remedy for the debt secured by the lien (Curwen v Milburn, (1889) 42 Ch Div 424; Ex parte Beall, (1883) 24 Ch Div 408)

41.   Section 222—Agent to be indemnified against consequences of lawful acts

1. General Principle

• An employer is bound to indemnify an agent against the consequences of all lawful acts performed in exercising their conferred authority.
• Example:
• B, a broker in Calcutta, contracts with C for oil per A’s orders. A refuses to accept the oil, leading to C suing B.
• B informs A, who repudiates the contract. B defends unsuccessfully and pays damages and costs.
• Liability: A is liable to B for damages, costs, and expenses.

2. Limits of Indemnity

• Full Compensation:
• Agents incur losses or damages without default while transacting agency business or following principal instructions are entitled to full compensation.
• Liability Scope:
• The principal is liable only for direct and immediate losses or damages resulting from executing the agency.

3. Conditions for Indemnity

• The right to indemnity extends to:
• Losses incurred in accordance with reasonable rules or customs of the trade.
• If the principal had prior notice of such rules or customs.
• Exclusions:
• The principal is not liable for:
• Losses due to unauthorized acts, negligence, insolvency, or breach of duty by the agent (Lewis v Samuel, Duncan v Hill).
• Unlawful or unreasonable rules unknown to the principal (Perry v Barnett, Sheffield Corp v Barclay).

4. Payments Covered

• Indemnity covers:
• Payments compelled from the agent, even if the principal is not liable to the third party (Adams v Morgan & Co).
• Authorised gratuitous payments (Brittain v Lloyd).
• Payments made under reasonable mistakes (Pettman v Keble).

5.     Exceptions to Indemnity

·       Unauthorized Acts:

• Acts outside the agent’s authority or due to their negligence void the right to indemnity.
• Ratification:
• If the principal ratifies the unauthorized act, it restores the agent’s right to indemnity (Hartas v Ribbons).

6.     “Lawful” Definition

·       Wagering Contracts:

• • A wagering contract is void, not unlawful. Hence, an agent bringing suit for losses incurred in betting cannot be denied indemnity by the principal on grounds of unlawfulness (Behari Lal v Parbhu Lal).

42.  Section 223—Agent to be indemnified against consequences of acts done in good faith

1. General Principle:

• An employer is liable to indemnify an agent for actions performed in good faith, even if those actions inadvertently harm the rights of third parties.

2. Indemnity Against Consequences of Acts Done in Good Faith:

• The employer’s liability extends to indemnifying the agent against consequences arising from acts done in good faith.
• Case Law: This principle is exemplified in Smith & Son v Clinton & Harris (1908), where B’s good faith action led to indemnification by A.
• Example: A, as a decree-holder, instructs a court officer to seize goods believed to belong to B. The officer, acting on A’s direction, is sued by C, the true owner. A must indemnify the officer for any amounts paid to C due to following A’s orders.
• Case Law: This scenario is supported by Adamson v Jarvis (1827), which establishes the employer’s responsibility for indemnification.

3. Unlawful Acts:

• If an agent unknowingly commits a tortious act at the request of another, they are entitled to redress or contribution from the requesting party, provided the act did not appear unlawful at first glance.

4. Key Points:

• An agent cannot claim indemnity for acts that are known to be unlawful, regardless of whether those acts are criminal. Such promises are considered void based on public policy.
• Case Law: This principle is illustrated in Alkins v Jupe (1877), concerning illegal insurance, and Re Parker (1882), regarding illegal payment, reinforcing that knowledge of illegality precludes indemnity.

5. Bailiff Liability:

• A judgment-creditor instructing a law officer to seize specified goods, claiming them as belonging to the debtor, effectively makes the officer their agent. The creditor must indemnify the officer for any trespass committed while executing the instructions in good faith.
• Case Law: This principle is upheld in Collins v Evans (1844), confirming the creditor’s liability for actions taken by the officer under their direction.

43.   Section 224—Non-liability of employer of agent to do a criminal act

1. Key Principle:

• An employer (principal) is not liable to indemnify an agent for damages resulting from criminal acts performed at the employer’s request.
• When one person employs another to perform a criminal act, the employer cannot be held liable to indemnify the agent for the consequences of that act. This applies regardless of whether there is an express or implied promise of indemnity.
• Example:

1. • Scenario: A employs B to physically assault C (beating).
   • Agreement: A promises to indemnify B against all consequences of the assault.
   • Outcome:
     • B beats C and is subsequently sued for damages.
     • A is not liable to indemnify B for the damages incurred from the act, despite the agreement.

2. Legal Context:

• The principle underscores the public policy rationale that one cannot be indemnified for committing or being involved in a criminal act.
• This rule is fundamental in tort law, particularly in cases involving liability for wrongful acts and indemnification agreements.

3. Important Considerations:

• The non-liability rule applies universally; it does not matter whether the agent acted knowingly or unknowingly regarding the criminality of the act.
• The rule protects the integrity of the legal system by discouraging unlawful actions and ensuring that individuals cannot seek financial protection for committing crimes.
• Even if the employer and agent have a mutual understanding or contractual agreement, the criminal nature of the act voids any indemnity obligations.

44.  Section 225—Compensation to agent for injury caused by principal’s neglect

1. Principle of Compensation:

• A principal is obligated to compensate an agent for injuries incurred due to the principal’s neglect or lack of skill in executing tasks. This obligation arises under general principles of agency law.
• Example: If an agent, such as a bricklayer (B), is employed by a principal (A) to build a house, and the principal personally erects the scaffolding in an unskillful manner leading to the agent’s injury, the principal must compensate the agent for the resulting harm. This is a clear application of the principle of compensation under agency law.

2.      Disentitlement to Relief

• Contributory Negligence:

• • The agent may be disentitled to relief if the injury suffered is partly due to the agent’s own contributory negligence. This establishes a shared responsibility between the agent and principal for the injuries incurred.

• Modern Workmen’s Compensation Law:

• • The current legal framework regarding workmen’s compensation can be referenced through the Workmen’s Compensation Act of 1923, which provides additional avenues for agents or employees to seek redress for injuries.

3.      Limitations on Agent’s Right to Sue

• Contracts and Agency:

• • Generally, agents do not have the right to sue principals for contracts made on behalf of the principal, even when the agent is personally liable under those contracts. The relationship established is one of agency rather than a direct buyer-seller relationship.

• Case Laws:

• • In Seymour v Pychlau (1817), it was established that an agent who provides their acceptance for goods cannot sue the principal for the price since the contract is fundamentally one of agency.
  • Similarly, in Tetley v Shand (1872), it was held that a broker purchasing goods on behalf of an undisclosed principal lacks the right to sue that principal for non-acceptance of the goods. The focus is on the contractual relationship that excludes direct action against the principal.
  • Additionally, White v Benekendorff (1873) reinforces the notion that an agent’s only recourse is typically to seek indemnity under section 222 for any obligations incurred on behalf of the principal.

45.  Section 226—Enforcement and consequences of agent’s contracts

1. General Principle:

• Contracts made by an agent on behalf of a principal are enforceable in the same way as if the principal had entered into the contract themselves.
• Obligations arising from an agent’s actions are treated as if performed by the principal.
• Example:
• A purchases goods from B, knowing B is an agent, but unaware of the principal’s identity.
• In a dispute, B’s principal can claim payment from A.
• A cannot set off a debt owed by B against the principal’s claim, establishing that the principal is entitled to the price despite A’s debt to the agent.

2. Scope of Authority:

• The section emphasizes that for contracts and acts to be enforceable, they must fall within the agent’s authority (either actual or ostensible).
• Actual authority refers to the powers expressly granted to the agent by the principal.
• Ostensible authority arises when the principal allows a third party to assume that the agent has authority, even if it does not exist.

3. Binding Nature of Agent’s Actions:

• If an agent acts within their actual authority, the principal is bound even if the agent acts fraudulently for personal gain (as long as the third party acts in good faith).
• This principle was illustrated in Hambro v Burnard (1904), where the court affirmed that the principal is bound by the agent’s acts performed within their authority.

4. Ostensible Authority and Estoppel:

• The principal may also be bound by acts outside the agent’s actual authority if they fall within the agent’s ostensible authority, based on the doctrine of estoppel.
• If a third party is aware that the agent is exceeding their actual authority, the principal will not be held liable for those unauthorized acts.

5. Disclosed vs. Undisclosed Principals:

• The section does not specify whether the principal is disclosed or undisclosed at the time the contract is made or the act is performed.
• The implications of having a disclosed versus an undisclosed principal are addressed in sections pertaining to agent-principal relationships.

6. Agent’s Ability to Sue or be Sued:

• The conditions under which the agent can bring a lawsuit or be sued in their own name are not covered in this section but are referenced in subsequent sections.
• The principal must demonstrate that the third party engaged with the agent as an agent to establish liability.

46.  Section 227—Principal how far bound, when agent exceeds authority

1. General Principle:

• An agent’s actions are binding on the principal only to the extent that they fall within the scope of the authority granted by the principal.
• If an agent exceeds their authority, only the actions that are within the authority can bind the principal.

2. Separable Acts:

• When an agent performs acts that can be clearly divided into those within and outside their authority, the principal is only bound by the acts within the authority.
• The principle of separation allows for a clear demarcation of what the principal is liable for.
• Example:
• A (principal) authorizes B (agent) to procure insurance on a ship for ₹4,000.
• B also procures a separate policy for ₹4,000 on the cargo without authorization.
• Outcome:
• The principal (A) is bound to pay the premium for the insurance policy on the ship.
• The principal (A) is not bound to pay the premium for the policy on the cargo.

3. Binding Nature of Authorized Acts:

• The principle states that unauthorized actions do not bind the principal.
• If an agent acts within the granted authority, the principal must adhere to those actions.
• This underscores the importance of adhering to the specified limits of authority.

4. Interplay with Related Sections:

• The provisions in this section should be understood in conjunction with section 237, which further elaborates on the agent’s authority and its limitations.
• Section 228 addresses situations involving inseparable acts, thus expanding on the principles established in this section.

5. Implications for Principal-Agent Relationship:

• The distinction between separable and inseparable acts is crucial in determining the extent of liability for the principal.
• Agents must operate within the defined scope of authority to ensure their actions are binding on the principal.

47.  Section 228—Principal not bound when excess of agent’s authority is not separable

1. Principle Established: A principal is not bound by transactions where the agent acts beyond the scope of their authority if the actions taken cannot be separated from those within their authority.
2. Key Section Reference: This principle is derived from section 228, which states that if an agent exceeds their authority, and such excess is not distinct from their authorized actions, the principal may repudiate the entire transaction.
3. Example:

• Scenario: An agent (B) is authorized to buy 500 sheep for the principal (A).
• Action Taken: B purchases 500 sheep and an additional 200 lambs in a single transaction for 6,000 rupees.
• Outcome: A can repudiate the entire transaction since the purchase of lambs exceeds B’s authority, which is inseparable from the sheep transaction.

4. Case Law:

• Baines v Ewing (1866): The case illustrates the principle where B, an insurance broker, was authorized to underwrite marine insurance policies with a risk limit of £100 per vessel. However, B underwrote a policy for £150 without A’s authority. The court ruled that A was not liable for the excess amount as the contract could not be divided to enforce liability for only the authorized limit.
• Praboodam v Miller (AIR 1938 Mad 966): Similar principles applied in this Indian case, reinforcing the notion that when an agent acts outside their authority, the principal is not bound.
• Premabhai v Brown (1870) 10 BHC 319 supports this view, as it addresses similar unauthorized actions by an agent.
• Arlapa Nayak v Narsi Keshavji (1817) 8 BHCAC 19 reinforces that customary market practices allowing deviations do not override explicit instructions from the principal.

48.  Section 229—Consequences of notice given to agent

1. General Principle:

• Notice or information given to an agent in the course of their business on behalf of the principal is treated as notice to the principal.
• This is a legal principle that establishes that an agent’s knowledge binds the principal, functioning as if the principal had received the notice directly.
• Example:
• A, employed by B to buy goods from C, discovers during negotiations that the goods actually belong to D.
• B remains unaware of this fact and cannot set off a debt owed by C against the purchase price of the goods.

2. Limitations of the Principle:

• Knowledge must be obtained by the agent “in the course of the business transacted” for the principal.
• If knowledge is acquired outside of the agency business, it may not be imputed to the principal.

3. Illustrations from English Authorities:

• Insurance Case: An agent for an insurance company, aware of an assured’s eye injury, had the knowledge imputed to the company, preventing the avoidance of the contract due to non-disclosure (Bawden v London etc. Assurance Co, 1892).
• Ship Damage Case: A ship’s master failed to inform the owner about damage sustained during a voyage. The owner, having insured the ship post-communication of the letter, was found to have a void insurance due to non-disclosure (Gladstone v King, 1813).

4. When Principal Presumed to Have Notice:

• The principal is deemed to have notice from the moment the agent should have communicated it with reasonable diligence.
• This includes situations where an agent fails to act in accordance with their duties.

5. Duties of the Agent:

• An agent’s knowledge is only imputed to the principal if it pertains to matters the agent is duty-bound to communicate.
• Circumstances not material to the agent’s business will not impute notice to the principal (Tate v Hyslop, 1885).

6. Exception: Fraud on Principal:

• Knowledge of an agent is not imputed to the principal if the agent participated in a fraud against the principal.
• This exception is based on the improbability of an agent communicating their own fraudulent conduct to the principal.
• However, if the fraud is against a third party, the exception does not apply (Cave v Cave, 1880; Dison v Winch, 1900).

 

49.  Section 230—Agent cannot personally enforce, nor be bound by, contracts on behalf of principal

1. Agent’s Authority:

• An agent cannot personally enforce contracts entered into on behalf of a principal without a specific agreement to the contrary.
• Agents are not personally bound by contracts unless:
• The agent acts as a pretending agent (refer to Agacio v Forbes, 1861).
• The principal is undisclosed, preventing the agent from being held personally liable (see Mackinnon v Lang, 1881).

2. Presumption of Agency:

• Contracts presumed to be made personally by the agent include:
• Transactions for the sale or purchase of goods for merchants residing abroad.
• Instances where the agent does not disclose the principal’s name.
• Situations where the disclosed principal cannot be sued.
• For example, in Thompson v Davenport (1929), the court held that credit is often given to a local agent when dealing with a foreign principal.

3. Intention of Parties:

• Whether an agent is deemed to have contracted personally depends on the intention inferred from:
• The nature and terms of the contract.
• Surrounding circumstances.
• For oral contracts, this is a factual determination (Lakeman v Mountstephan, 1874).

4. Written Contracts:

• If an agent signs in their own name without qualifications, they are considered to have contracted personally unless the contract specifies otherwise (refer to Calder v Dobell, 1871).
• A signature that includes terms indicating the agent is acting on behalf of the principal can rebut this presumption (Redpath v Wigg, 1866).

5. Special Property Exception:

• An agent who has a special property interest in the subject matter of a contract may sue in their own name (e.g., factors and auctioneers) as they possess a special lien (Williams v Millington, 1788).

6. Undisclosed Principal:

• An undisclosed principal can enforce a contract provided the agent is acting within their authority, even if the other party is unaware of the principal’s identity (refer to Subramania v Narayanan, 1900).

7. Personal Liability of Agents:

• Agents may be held liable if they have expressly made themselves parties to the contract (Short v Spackman, 1831).
• Agents have the right to sue if they have incurred personal liability in the transaction (Agacio v Forbes, 1861).

8. Specific Exceptions:

• Foreign Principals: When the principal resides abroad, agents can sue or be sued regarding contracts made for the sale or purchase of goods without revealing the principal’s identity (as established in Cochin Frozen Good Exports v Vachinad Agencies, 2004).
• Undisclosed Principal: If an agent does not disclose the principal’s identity but the other party knows the agent is acting as such, the agent cannot be held personally liable (refer to North-Western Provinces Club v Sadullal, 1898).

9. Principal Not Liable:

• In cases where the principal has no legal capacity to contract (e.g., promoters acting on behalf of unincorporated companies), the agent may be held personally liable to avoid a total failure of remedy (Re, Empress Engineering Co, 1880).

10. Sovereign States:

• An agent acting on behalf of a sovereign state is not personally liable for contracts, as this would create undue risk for those contracting with the state (see Palmer v Hutchinson, 1881).

50.  Section 231—Rights of parties to a contract made by agent not disclosed

1. General Principle of Agency:

• When an agent enters into a contract on behalf of a principal without disclosing the principal’s identity, the contract binds the principal as if the agent were the principal.
• The other party to the contract is entitled to enforce the contract against the principal as if they had contracted with the agent directly.

2. Rights of the Other Contracting Party:

• The third party retains rights against the principal equivalent to those they would have had against the agent had the agent been acting as the principal.
• This ensures that the undisclosed principal cannot escape obligations arising from the contract simply because their identity was not disclosed.

3. Disclosure Before Contract Completion:

• If the principal discloses their identity before the contract is finalized, the third party may refuse to fulfill the contract.
• The third party must demonstrate that knowledge of the principal’s identity would have influenced their decision to enter into the contract.
• This principle underscores the importance of transparency in agency relationships and the potential for third-party reliance on representations made by agents.

4. Undisclosed Principal’s Right to Sue:

• An undisclosed principal retains the right to sue on the contract, emphasizing that their claim is maintained irrespective of the agent’s involvement.
• However, this right is subject to equitable considerations that may arise between the agent and the third party. This means that the relationship between the agent and the third party could affect the outcome of any claims made by the principal.

5. Judicial Interpretation:

• The High Court of Bombay has clarified that the right of the third party to repudiate the contract arises only if the principal themselves makes the disclosure. This right does not extend to instances where disclosure is made by another party or when the third party learns about the principal’s identity through other means.
• This judicial interpretation emphasizes the necessity for direct disclosure from the principal for the third party to have the right to reject the contract.

6. Case Laws:

• Lakshmandas v Lane: This case established that the right to repudiate the contract is contingent upon the principal making a direct disclosure to the third party.
• Kapurji Magniram v Panaji Devichand: Further elucidates the rights and obligations concerning undisclosed principals and their agents in contractual agreements.

51.   Section 232—Performance of contract with agent supposed to be principal

1. Basic Principle:

• In contracts involving an undisclosed principal, if neither party is aware of the agency relationship, the principal’s right to enforce the contract is conditional upon the existing rights and obligations between the agent and the other party.
• Example: A owes 500 rupees to B. A sells rice worth 1,000 rupees to B while acting as an agent for C. Since B is unaware of this agency, C cannot force B to accept the rice without allowing a set-off for A’s debt.

2. Key Sections (231, 232, 234):

• These sections collectively represent contemporary English law concerning the rights of undisclosed principals, ensuring the protection of third parties interacting with agents.

3. Rights of Third Parties:

• When an undisclosed principal seeks to enforce a contract made by the agent, the third party cannot set off claims against the agent nor rely on payments made to the agent.
• In Montagu v Forwood, the broker, believing B (the agent) to be the principal, was allowed to set off a debt owed by B in a claim brought by A against the broker.

4. Equities Between Agent and Third Party:

• An undisclosed principal must accept the contract subject to all equities, meaning the third party can assert any defenses they would have had against the agent before being informed of the principal’s existence.
• This principle is grounded in the lack of knowledge or suspicion on the part of the third party regarding the agency relationship.

5. Estoppel vs. Undisclosed Principal:

• The rule pertaining to undisclosed principals differs from the estoppel principle under section 237, which involves “holding out with ostensible authority.”

6. Right of Set-off:

• The rule for set-off applies primarily to liquidated demands, extending beyond the sale of goods. If A employs B as an agent, and B appears as a principal, A cannot claim against C without C standing in the same position as if B were indeed the principal.
• A must bear the consequences if B is allowed to act in the capacity of a principal.

7. Actual Belief Requirement:

• Third parties must demonstrate actual belief in dealing with a principal; ignorance or doubt about the agent’s status is insufficient. The presence of “means of knowledge” serves only to negate alleged belief.

8. Known Brokers:

• If a third party is aware that they are dealing with a broker, they cannot claim to have been misled regarding the agent’s status.

9. Personal Considerations in Contracts:

• The second paragraph of section 231 aligns with the general rule that agreements involving personal skill, confidence, or similar considerations cannot be assigned or transferred.

52.  Section 233—Right of person dealing with agent personally liable

1. Definition of Liability:

• Under the specified section, a person dealing with an agent who is personally liable can hold either the agent or the principal liable, or both.
• Example: If A enters into a contract with B (acting as an agent for C), A can sue either B or C for the price of the cotton, or both (as illustrated).

2. Nature of Liability:

• This provision deviates from English law, where the liabilities of the principal and agent are alternative, not joint.
• Creditors have the option to hold the agent or principal severally liable. If the creditor chooses to hold them jointly liable, they can sue both parties. However, if they choose to sue only one, it constitutes an abandonment of their rights against the other party, as the liability is deemed alternative.

3. Agent’s Intent:

• The terms of the agent’s personal liability must be derived from the contract terms.
• The agent may have intended for both parties to be liable or to guarantee performance.

4. Creditor’s Election:

• A creditor who contracts with an agent may look directly to the principal unless explicitly stated otherwise in the contract.
• This holds true even if the creditor was unaware of the principal’s existence when entering the contract, and even if the agent is personally liable.

5. Case Law on Principal’s Liability:

• A company is liable for debts incurred by a liquidator authorized to borrow for winding-up purposes (as noted in Re, Ganges Steam Car Co).
• Loans made to an authorized agent of a company can be recovered from the company itself (Purmanundass v Cormack).

6. Elections and Legal Actions:

• Once a creditor elects to sue the agent and obtains a judgment, they cannot subsequently bring an action against the principal, even if the agent’s judgment remains unsatisfied. This is grounded in the principle that a judgment against one party extinguishes the liability of the other.
• However, if the suit against the agent is dismissed, the creditor may initiate a fresh suit against the principal. A binding election to abandon the right against the principal only occurs after a judgment against the agent.

53.  Section 234—Consequence of inducing agent or principal to act on belief that principal or agent will be held exclusively liable

1. Principle of Inducing Belief:

• When a person contracts with an agent, inducing either the agent to believe that only the principal will be held liable, or the principal to believe that only the agent will be liable, that person cannot later hold either liable for obligations arising from the contract.
• This principle ensures that parties cannot later contradict the beliefs induced in either the agent or the principal.

2. Estoppel Against Third Parties:

• A third party may choose to pursue claims against either the agent or the principal. However, if they have induced one party to believe that the other will assume liability, their right to enforce liability is restricted by estoppel.
• The third party is bound by their representations, which preclude them from claiming against both the agent and principal if they misled either party.
• Relevant cases include:
• Addison v Gandasequi: The court emphasized that where a third party gives credit to the agent, it is akin to inducing the principal to believe they would not be liable, thereby creating an estoppel.
• Mahadev v Gauri Shankar: This case illustrates situations where third parties may agree to hold agents liable under specific conditions, affecting the principal’s liability.

3. Active Representation Requirement:

• To successfully argue estoppel against the principal or agent, there must be an active representation made by the third party.
• Unilateral actions by the third party, such as accepting partial payment, filing for the agent’s bankruptcy, or initiating legal proceedings against one of the parties, do not conclusively establish an induced belief unless there is evidence of active representation.
• Important case law regarding unilateral acts includes:
• Curtis v Williamson: The court determined that merely receiving a part payment does not constitute an active representation that induces belief regarding liability.
• Clarkson Booker v Andjel: This case reaffirms that mere actions such as commencing proceedings or proving in bankruptcy do not suffice to show that a belief was actively induced.

4. Implications for Third Parties:

• Third parties must be cautious in their dealings and representations to either agents or principals.
• If a third party knows the identity of the principal but chooses to credit the agent, they risk being estopped from later claiming against the principal.

54.  Section 235—Liability of pretended agent

1. Definition and Principle of Liability

• A person who falsely claims to be the authorized agent of another can be held liable for any resulting damages incurred by a third party if the alleged principal does not ratify the agent’s actions.
• This liability is grounded in the principle of implied warranty of authority, meaning that the agent implicitly assures the third party of their authority, regardless of their actual authority.

2.     Key Case Law

• Collen v Wright (1857): Established the principle that an agent misrepresenting their authority can be held liable for breach of warranty, encompassing both complete lack of authority and misrepresentation of the type of authority possessed.

3.     Scope of Misrepresentation

• The doctrine applies not only to instances where the agent has no authority but also when they claim a type of authority different from that which they hold.
• The liability arises from an untrue representation, whether expressed or implied, that induces the third party to engage in dealings based on that misrepresentation.

4.     Honest Belief in Authority

• The liability exists even if the agent honestly believes they have the authority to act on behalf of the principal.
• Example: An agent reports to their principal that they have negotiated a contract with a third party. If the contract is incomplete and fails, the agent is not liable under the doctrine established in Collen v Wright, as they did not misrepresent themselves as the third party’s agent.

5.     Distinctions for Public Servants

• Public servants acting on behalf of the government do not warrant their authority and are not personally liable on contracts made in their official capacity. This policy aims to protect public servants from personal liability.

6.     Specific Circumstances Exempting Liability

• An agent who expressly informs the other party that they have no authority cannot be held liable under the provisions concerning pretended agency.
• Example: If an agent acknowledges their lack of authority while engaging in negotiations, they cannot be deemed liable for any misrepresentation.

7.     Interpretation of “Untruly Representing Himself”

• The term “untruly” aims to limit liability to cases where the representation of authority is false, inducing reliance by the third party.
• A scenario where an agent’s authority ceases (e.g., if the principal dies or becomes insane) does not constitute untrue representation if the agent is unaware of the change.

8.     Case Laws

• Hasonbhoy v Clapham (1882): Illustrates that an agent lacking authority is liable if they misrepresent their ability to act.
• Ganpat Prasad v Sarju (1911): Clarifies that an agent who sells below an authorized rate misrepresents their authority.
• A representation made by a defendant claiming to be the authorized agent of a minor does not establish liability if the plaintiff is aware that the minor cannot appoint an agent due to their legal status (Shet Manibhai v Bai Rupaliba, 1899).

9.     Measure of Damages

• In England, the measure of damages for breach of implied warranty is based on loss sustained from the misrepresentation and any profits that would have been made had the representation been true (Firbank v Humphreys, 1886).
• The principle of compensation in India may differ, appearing more akin to actions for deceit rather than warranty, leaving some uncertainty regarding how damages are calculated.

55.  Section 236—Person falsely contracting as agent, not entitled to performance.

1. Principle of False Agency:

• A person who enters into a contract claiming to be an agent is not entitled to enforce the contract if they were actually acting on their own behalf, rather than as an agent for a principal.

2. Distinction in Agency:

• English law differentiates between contracts made on behalf of a named principal versus those where the principal is not disclosed. However, the language of the governing provision does not support this distinction, as affirmed by case law.

3. High Court of Calcutta Rulings:

• Sewdutt Roy Maskara v Nahapiet (1907): This case clarifies that the relevant section applies regardless of whether the agent claims to represent a named principal.
• Nanda Lal Roy v Gurupada Haldar (1924): Reinforces that an agent cannot sue if there is no undisclosed principal, applying the section directly.
• Ramji Das v Janki Das (1912): Affirms that if an agent enters into a contract as if representing a principal who does not exist, the agent lacks the right to enforce the contract.

4. Contracts in Writing:

• If an individual executes a contract indicating they are the sole principal (e.g., by entering into a charter-party “as owner of the ship A”), they cannot later claim the status of an undisclosed principal. This principle was upheld in:
• Humble v Hunter (1848): Established that a person cannot later claim as an undisclosed principal if the written contract implies sole principal status.
• Rederi Aktienbolaget Trans-atlantic v Fred Drughorn (1918): Reiterated the principle from Humble v Hunter, confirming that the written terms of a contract govern the rights to sue.

 

56.  Section 237—Liability of principal inducing belief that agent’s unauthorised acts were authorised

1. General Principle:

• A principal is bound by acts or obligations incurred by an agent without authority if the principal, through words or conduct, induces third parties to believe that such acts were within the scope of the agent’s authority.

2. Key Concepts:

• Ostensible Authority (Agency by Estoppel):
• The principal’s conduct or words must induce a third party to act based on the belief that the agent has authority.
• The third party’s belief must be based on specific representations, not mere general impressions or “holding out to the world.”
• If a third party is not induced to believe in the authority, the principal is not bound by the agent’s unauthorized acts.

3. Distinction from Section 188:

• The principles of this section differ from those under section 188, where the focus is on the actual authority of the agent rather than the estoppel created by the principal’s conduct.
• An agent cannot be divested of authority by secret reservations if the principal has held the agent out as competent to act.
• Examples:
• Contracting without Authority:
• In the case of A consigning goods to B for sale with specific instructions not to sell under a fixed price, and C contracts with B at a lower price, the principal A is bound by the contract with C, demonstrating the application of ostensible authority.
• Sale of Negotiable Instruments:
• In A entrusting B with negotiable instruments indorsed in blank, B sold them to C against A’s private orders. This sale was upheld, showcasing the binding nature of unauthorized acts when third parties rely on the apparent authority of the agent.
• Specific Representations:
• In Trickett v Tomlinson, a principal was held liable for a settlement made by an agent, even when the agent was instructed not to settle for less than a certain amount, highlighting that the third party was unaware of the verbal limitations placed on the agent.

4. Good Faith Principle:

• It is well-established that a principal cannot disavow the acts of an agent who has been held out to the public as possessing authority, regardless of the agent’s personal motives.

5. Case Law:

• In Montaignac v Shitta, it was established that the principal was bound by a loan arranged by an agent under the pretext of an emergency, even when no emergency existed, as the lender had no notice of the limitations on the agent’s authority.
• Moffat v Parsons demonstrates that a tender to a managing clerk is equivalent to a tender to the client, underscoring the concept of apparent authority.

6. Authority in Practice:

• The case of Ram Pertab v Marshall serves as an example where the principal was held liable for a contract entered into by the agent, as the contracting party reasonably believed the agent had authority.
• In Fazal Ilahi v East Indian Railway Co, a parcel clerk, acting under apparent authority, was found to bind the railway company, even though he acted against explicit restrictions.

7. Notice of Excess of Authority:

• Acts done by an agent in excess of actual authority are not binding on the principal if the third party has notice that such acts are unauthorized. This is a fundamental principle that does not require additional citation for support.

8. Scope of Authority:

• A principal is not bound by unauthorized acts of an agent unless those acts occur in the course of the agent’s employment and are within the agent’s apparent authority. The burden of proof lies on the claimant to establish this.

57.  Section 238—Effect, on agreement, of misrepresentation or fraud by agent

1. General Effect of Misrepresentation or Fraud:

• Misrepresentations or frauds committed by agents during their business activities for principals have the same legal effect as if such acts were committed directly by the principals.
• However, if agents act outside their authority, their misrepresentations or fraud do not bind the principal.
• Example: If A, as B’s agent, misrepresents a fact to C without authorization, the contract between B and C is voidable at C’s option.

2. Liability of Principal for Agent’s Acts:

• For a principal to be liable for an agent’s misrepresentation or fraud, two conditions must be met:
• The acts must be committed “in the course of the business of agency.”
• The acts must pertain to matters within the agent’s authority.
• This liability is not vicarious; rather, it treats the acts as if they were the principal’s own.
• Key Cases:
• Mackay v Commercial Bank of New Brunswick: The principal is liable for acts committed in the course of the agent’s employment.
• Swire v Francis: The principle of liability extends to various forms of employment and agency.

3. Fraudulent Preference by Agent:

• If an agent prefers a specific creditor fraudulently, this is treated as a fraudulent act of the principal.

4. Common Law Principles:

• The relationship between principal and agent is affirmed in modern common law.
• Lord Lindley stated that if an act is done in the course of employment, the master (principal) is liable for the servant’s (agent’s) actions, even if the particular act was unauthorized.

5. Leading Cases:

• Barwick v English Joint Stock Banks: Established the principle that principals are liable for unauthorized acts performed by agents in the course of employment.
• Houldsworth v City of Glasgow Bank: Reinforced the liability of the principal for frauds committed in the agent’s course of employment.

6. Scope of Authority:

• The act must belong to an authorized class, regardless of the agent’s intent or the principal’s benefit.
• For example, a solicitor’s clerk committing fraud while transacting business on behalf of the firm binds the firm to the fraudulent acts.

7. Bribery of Agents:

• If an agent receives a bribe, it justifies immediate dismissal without notice, irrespective of contract terms.
• A principal can void any contracts made by the agent influenced by the bribe.
• In Shipway v Broadwood, an agent accepted a bribe to misrepresent the soundness of horses, rendering the contract void for the principal.

8. Right to Recover Property:

• A principal can reclaim property from third parties when disposed of by the agent without express or ostensible authority.

9. Agent’s Personal Liability:

• Agents are generally not liable to repay money received on behalf of the principal unless:
• The payment was made under a mistake of fact.
• The agent has not acted in good faith or has dealt with the principal to their detriment before notice of the repayment demand.

10. Case Laws:

• Taylor v Metropolitan Ry Co: Discussed circumstances under which agents may be liable for repayment.
• Newall v Tomlinson: Highlighted exceptions where agents may be held personally liable.

11. Fraudulent Receipt by Agent:

1. • If an agent defrauds a third party and uses the money to discharge a debt to the principal, the principal is not liable to repay the third party if they were unaware of the fraud.