HANDOUT – CONTRACT OF AGENCY

1. What is Agency?

´ Agency is a relationship between two parties, where one party authorises the other
to act on its behalf, provided that the latter has consented to such an arrangement.
´ The person to whom such responsibility is authorised is known as the agent,
carrying the capacity to create legal relationships between a person occupying the
position of a principal and third parties.
´ An agent is:
1. Employed by another i.e. the principal;
2. To do any act for that principal; or
3. To represent him in dealings with third person.

2. Section 182: ‘Agent’ and ‘Principal’ defined

´ The test of agency is whether the person is purporting to enter into transactions
on behalf of the principal to create, modify or terminate contractual obligations
between his principal, whom he represents and some third person. It is not
necessary to have a formal agreement in order to create an agency.
´ He still does not have complete authoritative control of the principal.
´ The agent while exercising his authority has to keep in mind the obligations and
the instructions that have been assigned to him lawfully.
3. Formation of Agency
4. The rule of Agency
5. Power of Attorney
´ The power of attorney is the creation of an agency whereby the grantor
authorises the grantee to do the acts specified therein, on behalf of the grantor
which when executed will be binding on the grantor as if done by him.
´ The signature of the donee of the power of attorney is to be read as if it has been
signed by the donor i.e. principal. This relationship is governed by the law of
agency.
´ This relationship is governed by the law of agency.
6. Types of Agents:

´ General agent: Carries the authority to act on behalf of the principal in all

matters.
´ Special agent: Carries the authority to act on behalf of the principal for a

specific occasion or purpose.

 ´ Mercantile agent: an agent having the authority to sell goods or to consign

goods for the purposes of sale, or to buy goods, or to raise money on the security
of goods in the customary course of business.
´ Factor: A factor is a mercantile agent, who in the ordinary course of business is

entrusted with possession of goods or of the documents thereto.

´ Brokers: A broker is the agent of the person for whom he acts. He does, in the

ordinary course of business, negotiate and make contracts for sale and purchase
of goods and other property which he is not entrusted with possession or control.
He is not entrusted with the custody and apparent ownership of goods, but is to
effect business on commission.
´ Auctioneer: An auctioneer is primarily an agent for the vendor to sell at an

open sale. He may be an agent for both the buyer and seller. The auctioneer has
an interest in the proceeds of the auctioned goods, which justifies the
implication of a collateral contract on which he can sue for the price.
7. Section 183: Who may employ an agent?
8. Section 184: Who may be an agent?
9. Section 185: Consideration is not necessary
10. Section 186: Agent’s authority may be expressed or implied
11. Section 187: Definitions of implied and expressed authority

What is an express authority?

What is an implied authority?
Types of Implied authority?

12. Section 188: Extent of the agent’s authority

13. Section 189: Agent’s authority in an emergency
14. Section 190: When agent cannot delegate
15. Section 191: ‘Sub-agent’ defined
16. Section 192: Representation of principal by sub-agent properly appointed
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´ Principal liable to 3 parties for the acts of the sub-agent;

´ Agent is liable to the principal for acts of the sub-agent;

´ Sub-agent is liable to the agent, except in cases of willful misconduct or fraud.

17. Section 193: Agent’s responsibility for sub-agent appointed without authority
18. Section 194: Relation between principal and person duly appointed by agent to act in
business of agency
 A directs B, his solicitor, to sell his estate by auction, and to employ an auctioneer for
the purpose. B names C, an auctioneer, to conduct the sale. C is not a sub-agent but
is A‟s agent for the conduct of the sale.

A authorizes B, a merchant in Calcutta, to recover the moneys due to A from C & Co.
B instructs D, a solicitor, to take legal proceedings against C & Co. for the recovery
of the money. D is not a sub-agent, but is solicitor for A.

´ An agent may appoint a substituted agent when:

1. There is an express or implied authority from the principal to appoint a
substitute agent
2. He has named such person to act for the principal
The appointing agent is not concerned with the character or efficiency of the
substituted agent.

´ Such authority may be expressed or implied depending on the subject-matter

of the contract and nature of the business.
´ Once the substitute agent has been appointed, he becomes responsible to the
principal as if he was originally appointed by the principal himself.
´ The agent is no longer responsible once the substitute agent has been named.

19. Section 195: Agent’s duty in naming such person

´ Reasonable duty – the agent will exercise the same level of discretion while
appointing a substitute agent to act for the principal as expected out of a prudent
man in his own case.
´ The agent carries the power to revoke the authority of the substitute agent in the
interest of the principal, if the situation so arises.

20. Section 196: Right of person as to acts done for him without his authority - Effect of
ratification

What is Ratification?
Essentials for Ratification

21. Section 197: Ratification may be expressed or implied

22. Section 198: Knowledge requisite for valid ratification
23. Section 199: Effect of ratifying unauthorized act forming part of a transaction
24. Section 200: Ratification of unauthorised act cannot injure third person
25. Section 201: Termination of Agency
26. Section 202: Termination of agency, where agent has an interest in subject matter

 A gives authority to B to sell A‟s land, and to pay himself, out of the
proceeds, the debts due to him from A. A cannot revoke this authority, nor can
it be terminated by his insanity or death.
 A consigns 1,000 bales of cotton to B, who has made advances to him on such
cotton, and desires B to sell the cotton, and to repay himself out of the price,
 the amount of his own advances. A cannot revoke this authority, nor is it
terminated by his insanity or death.

27. Section 203: When principal may revoke agent’s authority

28. Section 204: Revocation where authority has been partly exercised
29. Section 205: Compensation for revocation by principal or renunciation by agent
30. Section 206: Notice of revocation or renunciation
31. Section 207: Revocation and renunciation may be expressed or implied
32. Section 208: When termination of agent’s authority takes effect as to agent, and as to
third persons
33. Section 209: Agent’s duty on termination of agency by principal’s death or insanity
34. Section 210: Termination of sub-agent’s authority
35. Section 211: Agent’s duty in conducting principal’s business
36. Section 212: Skill and diligence required from agent
37. Section 213: Agent’s accounts
38. Section 214: Agent’s duty to communicate with principal
39. Section 215: Right of principal when agent deals, on his own account, in business of
agency without principal’s consent

´ Any material facts has been dishonestly concealed from him by the agent
´ The dealings indulged in by the agent have been disadvantageous to him.
´ As a fiduciary, an agent must not bring about any conflict between his duty to his
principal and his own interest.

40. Section 216: Principal’s right to benefit gained by agent dealing on his own account in
business of agency
41. Section 217: Agent’s right of retainer out of sums received on principal’s account
42. Section 218: Agent’s duty to pay sums received for principal
43. Section 219: When agent’s remuneration becomes due
44. Section 220: Agent not entitled to remuneration for business misconducted
45. Section 221: Agent’s lien on Principal’s property
46. Section 222: Agent to be indemnified against consequences of lawful acts
47. Section 223: Agent to be indemnified against consequences of acts done in good faith
48. Section 224: Non-liability of employer of agent to do a criminal act
49. Section 225: Compensation to agent for injury caused by principal’s neglect
50. Section 226: Enforcement and consequences of agent’s contracts
51. Section 227: Principal how far bound, when agent exceeds authority
52. Section 228: Principal not bound when excess of agent’s authority is not separable
53. Section 229: Consequences of notice given to agent
54. Sector 230: Agent cannot personally enforce, nor be bound by, contracts on behalf of
principal