INTRODUCTION

The contract of agency is a fundamental concept in contract law and plays a vital role in both personal and commercial transactions. It establishes a legal relationship in which one party, the principal, authorizes another party, the agent, to act on their behalf to create legal obligations or perform specific tasks. This type of special contract allows principals to delegate responsibilities, enabling efficient management of business operations, negotiations, or other legal affairs.

The agency relationship is based on mutual consent, with the agent agreeing to act on behalf of the principal and the principal granting the authority to do so. This agreement can be formed either explicitly or implicitly, depending on the circumstances and intentions of the parties involved. The duties and obligations of agents are defined by the terms of the agency contract, applicable laws, and the fiduciary responsibilities owed to the principal.

DEFINITION

“Agent” is defined in Section 182 of the Act in the following words – an ‘agent’ is a person employed to do any act for another, or to represent another in dealings with third person. The person for whom such act is done, or who is so represented, is called the ‘principal’. The emphasis is on the power of the agent to represent his principal in dealings with third persons. But the above “definition is wide enough to embrace a servant pure and simple, even a casual employee, a man who is engaged  by me in the street to black my boots; but it cannot for a moment be contended that they are all to be placed in the same category”.[i]
Thus, what distinguishes an agent from a person appointed to do an act, is the agent’s’ representative capacity coupled with a power to affect the legal relations of the principal with the third persons. “The essence of the matter is that the principal authorised the agent to represent or act for him in bringing the principal into contractual relation with a third person.”[ii]

The concept of “ageny” was thus explained by the Madras High Court in P. Krishna Bhatta v. Mundila Ganapathi Bhatta as “in legal phraseology, every person who acts for another is not an agent. A domestic servant renders to his master a personal service; a person may till another’s field or tend his flocks or work in his shop or factory or mine or may be employed upon his roads or ways; one may act for another in aiding in the performance of his legal or contractual obligations of third persons…in none of these capacities he is an agent and he is not acting for another in dealings with third persons. It is only when he acts as a representative of the other in business negotiations, that is to say, in the creation, modification or termination of contractual obligations, between that other and third persons, that he is an agent…Representative character and derivative authority may briefly be said to be the distinguishing feature of an agent.”[iii]

Agency depends on true nature of relationship. The American jurisprudence refers to a case in which it was held that the use of the words ‘agency agreement’ and ‘agent’ by the parties in a contract does not necessarily establish a relationship of agency in the legal sense. The law in India is the same. It has been held in several decisions that the fact that the parties have called their relationship an agency is not conclusive, if the incidence of the relationship as disclosed by evidence does not justify a finding of agency, and that the court must examine the true nature of the relationship and the functions and responsibilities of the alleged agent.

Where the authority given to co-agent is joint, it would be necessary for them to act jointly and onle then their principal would be bound. Where the authority is joint and several any one of them would be competent to act for the principal.[iv] An agent who represents more than one of the principals in one and the same transactions, should account for to all of them jointly, for an account given to one may not absolve him from his liability.[v]

An agency being a contract of employment to bring the principal into legal relations with a third party, the first requisite is that the principal should be competent to contract.[vi] As per Section 183 of the Act, any person who is of the age of majority according to the law to which he is subject, and who is of sound mind, may employ an agent. It follows that a minor cannot appoint an agent. The appointment of an agent involves a contract, and a minor’s agreement is void. Emphasising this principle, Denning LJ observed in Shephard v. Cartwright.[vii]

As between the principal and third person any person may become an agent, but no person who is not of the age of majority and of sound mind can become an agent, so as to be responsible to his principal according to the provisions in that behalf herein contained. The agent need not be competent to contract. Section 184 laws down that clearly. Ordinarily an agent incurs no personal liability while contracting his principal and, therefore, it is not necessary that he should be competent to contract.[viii] Thus a person may contract through a minor agent, but the minor will not be responsible to his principal.[ix]

Lastly, Section 185 provides that no consideration is necessary to create an agency. Generally, an agent is remunerated by way of commission for services rendered, but no consideration is immediately necessary at the time of appointment.

CONCLUSION

The contract of agency serves as a critical legal mechanism that allows individuals or entities to act on behalf of others, thereby facilitating the efficient execution of tasks and transactions. While any person may act as an agent in dealings with third parties, it is essential to recognize that only those who have reached the age of majority and possess sound mental capacity can assume responsibility as agents under the law. This ensures that the agency relationship is built on trust, accountability, and legal competence. By adhering to the provisions governing the contract of agency, both principals and agents can safeguard their rights and obligations, thereby maintaining the integrity of their legal transactions. Understanding these principles is vital for establishing valid and enforceable agency relationships while minimizing risks associated with unauthorized or negligent actions.

[i] Kalyanji Kuwarji v. Tirkaram Sheolal, AIR 1938 Nag 255.

[ii] Mohesh Chandra Bosu v. Radha Kishore Bhattacherrjee, (1907-08) 12 CWN 28.

[iii] P. Kirshna Bhatta v. Mundila Ganapathi Bhatta, AIR 1955 Mad 648.

[iv] Liverpool Household Stores Anns, re, (1890) 59 LJ Ch 616.

[v] Raghbar Dayal v. Piare Lal Bhora Mal, AIR 1933 Lah 93.

[vi] Garnac Grain Co Inc. v. HMF Faure and Fairclough Ltd., 1968 AC 1130.

[vii] Shephard v. Cartwright, 1953 Ch 728.

[viii] Mohomedally Ebrahi, Pirkham v. Schiller, ILR (1889) 13 Bom 470.

[ix] Foreman v. Great Western Rly Co., (1878) 38 LT 851.