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Agency under Contract Act

Section 182, Contract Act, 1872 delves into the definitions of "agent" and "principal" within the realm of agency law, providing crucial insights into the nature of their relationship and the delineation of their respective roles. 

Agency under Indian Contract Act

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According to this statute, an "agent" is elucidated as an individual employed to undertake any act on behalf of another or to represent them in dealings with third parties. Conversely, the party for whom these actions are performed or who is represented is termed the "principal." This definition underscores the pivotal role of the agent in representing the principal, particularly in transactions with external entities. 

However, Section 182 also acknowledges the broad scope of this definition, encompassing various scenarios, including those involving domestic servants or casual employees. Despite this broad interpretation, the statute emphasizes that not all individuals appointed to perform tasks for others qualify as agents. The critical distinction lies in the agent's representative capacity, coupled with the authority to impact the legal relations of the principal with third parties.

CONCEPT OF AGENCY under Contract Act

In further elucidating the concept of agency, Ramaswami J of the Madras High Court provided a comprehensive analysis in the case of P. Krishna Bhatta v Mundila Ganapathi Bhatta. In this case, it was explicated that not every person who acts for another can be deemed an agent in legal terms. Domestic servants, for instance, provide personal services to their masters, which do not inherently involve representation of the principal in dealings with third parties. 

Similarly, individuals engaged in activities such as tilling fields, tending flocks, or working in shops, factories, mines, or other capacities may not necessarily act as agents unless they represent the principal in business negotiations, specifically concerning contractual obligations with third parties. Thus, the distinguishing feature of an agent lies in their representative character and derivative authority, particularly in matters pertaining to contractual relations with third parties.

Moreover, the Supreme Court's observation further elucidates the concept of agency, emphasizing that it denotes a relationship where one person possesses the authority or capacity to create legal relations between a principal and third parties. 

This underscores the significance of the agent's role in facilitating legal transactions on behalf of the principal. 

In a separate ruling, it was established that entities such as the National Textile Corporation Ltd cannot be regarded as agents of the government due to their independent legal status. The court clarified that while an agent acts as an extended hand of the principal, entities like the National Textile Corporation Ltd possess independent legal personhood and cannot claim the status of an agent.


The determination of an agency relationship involves a nuanced examination of the true nature of the relationship between parties, as elucidated by Dhawan J of the Allahabad High Court. Merely labeling a relationship as an "agency agreement" or an individual as an "agent" in a contract does not inherently establish an agency relationship in the legal sense. 

This principle holds true in Indian jurisprudence as well, where courts have consistently held that the characterization of a relationship as agency must align with the actual functions and responsibilities performed by the alleged agent. In a case where the Assam Government delegated its commodity quota to a dealer for resale to consumers, despite being referred to as an agent in the agreement, the dealer was not considered an agent of the government. 

Similarly, providing business advice or acting as a procurement agent does not ipso facto confer agency status, as seen in legal precedents. Under the Madras Foodgrains Procurement Order, a "wholesale dealer" responsible for purchasing and selling at state-fixed prices was deemed an agent due to the integral role in facilitating state operations. 

Likewise, individuals authorized by the government to procure and dispatch goods were held to be agents of the state. Additionally, in instances such as coal dispatch under colliery control orders, where intermediaries act as channels for consignment, they are deemed agents, thereby incurring liability for freight and demurrage. 

Even in cases where intermediaries such as the post office are involved in transactions, liability for non-delivery can be attributed to the principal entity rather than the intermediary.

In the realm of hire-purchase transactions, the determination of agency status is crucial in delineating the roles and responsibilities of involved parties. Despite hire-purchase agreements expressly declaring dealers as non-agents of financiers, the substance of transactions often reveals a different reality. 

The Hire Purchase Act, 1972, considers dealers as agents of financiers for certain purposes, especially concerning representations made to promote sales. However, whether dealers are considered general agents of finance companies remains subject to interpretation. Court rulings have presented divergent views on this matter. While some assert that dealers act in their own capacity in hire-purchase transactions, others contend that they function as agents of finance companies for various legal purposes. 

The House of Lords, in obiter, opined that liability issues concerning finance companies should be evaluated in light of the overarching commercial structure and customer expectations. Given that customers typically interact solely with dealers and may not even be aware of finance companies, a broader responsibility of finance companies for dealer actions seems warranted within the context of mercantile reality.


The concept of co-agents and co-principals adds further complexity to the dynamics of agency relationships. When co-agents are conferred joint authority, they are required to act collectively to bind their principal. In such cases, all co-agents must participate in the decision-making process, and only actions taken jointly will be considered legally binding on the principal. 

Conversely, when the authority granted to co-agents is joint and several, any one of them possesses the competence to act on behalf of the principal independently. This means that each co-agent has the authority to act alone and can bind the principal individually.

Similarly, when an agent represents multiple principals in the same transaction, a unique set of responsibilities arises. In such scenarios, the agent is obligated to account to all principals jointly for their actions. 

Merely providing an account to one principal does not absolve the agent from liability towards the other principals involved. This underscores the importance of transparency and accountability in agency relationships, ensuring that each principal's interests are adequately represented and protected.

Co-agents and co-principals introduce additional layers of complexity to the already intricate framework of agency law. Understanding the nuances of joint authority and accountability is crucial for both agents and principals to navigate their relationships effectively and ensure compliance with legal obligations. 

By clarifying the roles, responsibilities, and obligations of all parties involved, the principles governing co-agents and co-principals contribute to the maintenance of trust and integrity within agency relationships.


The essentials of agency encompass several key principles that govern the relationship between the principal and the agent. First and foremost, for an agency to be valid, it is imperative that the principal be competent to contract. 

As elucidated in Section 183, any person who is of the age of majority and of sound mind according to the law applicable to them may employ an agent. Consequently, a minor lacks the capacity to appoint an agent, as their agreements are deemed void. 

This principle was underscored in the case of Shephard v Cartwright, where it was held that an infant cannot appoint an agent, and any such purported appointment is void ab initio. This incapacity of minors to appoint agents stems from their lack of discretion in selecting suitable representatives.

However, exceptions exist where a minor is capable of binding themselves by contract, enabling them to appoint an agent to contract on their behalf. In such cases, the minor can empower an agent to act as their representative. Additionally, guardians of minors are not prohibited from appointing agents on behalf of their wards, as clarified in legal discourse. 

Furthermore, the competency of a principal to appoint an agent may diminish with age or mental infirmity, rendering any power of attorney granted by them worthless, as seen in legal precedents.

Conversely, while the principal must be competent to contract, the agent need not possess such competence. Section 184 delineates that any person may become an agent as far as dealings between the principal and third parties are concerned, irrespective of their contractual capacity. This means that an agent may enter into contracts on behalf of the principal without incurring personal liability, thereby obviating the need for the agent to be competent to contract. 

For instance, married women, despite historically lacking contractual capacity, could still act as agents. Similarly, companies may act as agents beyond their authorized capacities, and individuals may serve as trustees despite their contractual competence.

Furthermore, the appointment of an agent does not necessitate consideration, as per Section 185. While agents are typically remunerated through commissions for their services, immediate consideration is not required at the time of appointment. This provision allows for flexibility in the creation of agency relationships, emphasizing the consensual nature of such arrangements.


The delineation between an agent and a servant holds significant implications within the realm of legal relationships, as highlighted by the Supreme Court in the case of Lakshminarayan Ram Gopal & Sons Ltd v Government of Hyderabad. This distinction, drawn from authoritative legal sources such as Powell's Law of Agency and Halsbury's Laws of England, elucidates several key points of differentiation.

  • Firstly, an agent possesses the authority to act on behalf of their principal and to establish contractual relations between the principal and third parties, a power not typically granted to a servant. While a principal directs the actions of an agent, a master not only directs but also dictates how tasks are to be executed by a servant. 

  • Additionally, while a servant operates under direct control and supervision of their master, an agent exercises their authority in accordance with lawful instructions but is not subject to direct control or supervision by the principal.

The mode of remuneration also differs between a servant and an agent, with a servant typically receiving a fixed salary or wages, whereas an agent is compensated through commissions based on the work done. 

Furthermore, in terms of liability, a master is held responsible for wrongful acts committed by their servant within the scope of employment, whereas a principal bears liability for an agent's wrongs committed within the scope of authority.

Unlike a servant who usually serves only one master, an agent may work for multiple principals simultaneously. This distinction underscores the versatile nature of agency relationships compared to the more singular allegiance of a servant to their master.

Practical examples further illustrate the nuanced interplay between employment roles and agency. For instance, while the managing director of a company is an employee, they also act as an agent in the company's dealings with third parties. 

  • Similarly, the secretary of a company, though a servant in the company's internal affairs, assumes the role of an agent in dealings pertaining to their domain of responsibility.

  • Professional advisers, such as stockbrokers and architects, often function as agents for their clients, whereas others, like consultants hired for specific tasks, lack the authority to act on behalf of their clients.

Importantly, the court's determination of whether an individual is an agent or a servant is not bound by the parties' chosen terminology but by the substance of the relationship. In cases where an individual labeled as a servant is found to operate more akin to an agent, such as investing personal resources in agency activities, the termination of the relationship may necessitate reasonable notice, reflecting the complexities inherent in defining and categorizing employment relationships.


The creation of an agency relationship is a fundamental aspect of commercial and legal transactions, serving as the foundation for authorized representation and delegation of authority. As elucidated by Desai J of the Supreme Court, the essence of agency arises when one individual, termed the agent, is granted authority to act on behalf of another individual, known as the principal, and consents to do so. This relationship is rooted in a contract, signifying the mutual agreement between the principal and agent.

  • Agency relationships may be established through various means, including express appointment, the conduct or situation of the parties, necessity of the case, or subsequent ratification of an unauthorized act. 

  • Express appointment involves the explicit designation of an agent by a competent and sound-minded individual, either in writing or orally. In English law, the creation of agency hinges upon the will of the principal, manifested through explicit or implicit consent. This consent may be inferred from the parties' words and conduct, even if they do not explicitly recognize or acknowledge the agency relationship.

In Indian law, the definition of agency under Section 182 appears to be broader, encompassing appointments by any authority authorized by law. This wider scope extends to situations where agents are appointed under statutory provisions, such as for the protection of co-owners' interests or the management of a mental patient's affairs. 

Despite lacking the typical incidents of contractual agency, agents appointed under statutory mandates are still deemed to fall within the definition of agency, as held by the Calcutta High Court.

Furthermore, the law may attribute agency to individuals in specific circumstances, such as in the formation of companies where original directors are considered agents by operation of law. Statutory provisions may also empower courts to appoint individuals to act on behalf of others, thereby creating the relationship of principal and agent. For instance, individuals appointed by the court to manage the affairs of mental patients are recognized as agents of the patients.

In both Indian and English law, the creation of agency is a dynamic and adaptable process, encompassing a range of scenarios and legal mechanisms. Whether established through express appointment, statutory provisions, or court appointments, agency relationships play a pivotal role in facilitating lawful representation and delegation of authority in various spheres of commercial and legal activities.


Implied agencies, stemming from the conduct, situation, or relationship of parties, are integral to understanding the intricacies of legal relationships, particularly in matters of representation and authority. When one individual places another in a position where they are understood to represent or act on their behalf, an implied agency emerges.

  • For instance, when a woman allows her son to drive a car, covering all expenses related to its maintenance and operation, the son is deemed an implied agent of the mother. Consequently, if the son is involved in an accident injuring his wife, the wife may sue the mother for the actions of her agent. 

  • Similarly, granting permission to an individual to ferry a car from one place to another implicates them as an agent for that limited purpose, thereby incurring liability for any consequences resulting from negligent driving. However, borrowing a car does not confer such agency, as unauthorized pretensions lack this effect.

Moreover, agency by holding out, or estoppel, represents another form of implied agency. This principle dictates that when a principal's actions lead a reasonable person to believe that an agent has authority to perform a specific act, the principal is estopped from denying the agent's authority. A classic example is illustrated in Pickering v Busk, where a purchaser's act of leaving hemp in a broker's custody implied authority for the broker to sell it.

In the realm of husband and wife relationships, certain implied authorities come into play. A wife living with her husband typically possesses implied authority to purchase household necessities, as it aligns with societal norms and expectations. However, this authority is subject to limitations. For instance, the husband must provide reasonable maintenance for the wife, and they must live together in a domestic establishment under her charge. 

In situations where these conditions are met, the wife's authority extends to purchasing necessaries on her husband's credit, provided they are within the lifestyle they maintain.

Nevertheless, the husband can negate liability by expressly warning traders not to extend credit to his wife, ensuring she has sufficient means for her purchases without using his credit, or demonstrating that she already possesses an adequate supply of the items in question. These safeguards protect the husband from being held liable for his wife's purchases beyond what is reasonable or necessary.

Implied agencies and the principles governing them play a vital role in defining legal relationships, particularly in contexts such as familial obligations and commercial transactions. Understanding the implications of implied agency helps ensure clarity and fairness in contractual arrangements and legal responsibilities.


In conclusion, the concept of agency is a multifaceted and dynamic aspect of law that governs relationships between principals and agents. Through various mechanisms such as express appointment, implied agency, and estoppel, individuals are empowered to act on behalf of others, thereby facilitating commercial transactions, legal representation, and everyday interactions. The creation of agency relationships, whether through explicit consent or inferred authority, is crucial in navigating the complexities of modern society.

Express appointment represents a straightforward method of establishing agency, wherein a principal confers authority upon an agent through a formal agreement. However, implied agencies arise from the conduct, situation, or relationship of parties, illustrating the adaptability and fluidity of agency law. Additionally, principles like estoppel further solidify the authority of agents, emphasizing the importance of consistency and reliability in business dealings.

Throughout history, legal precedents and judicial interpretations have shaped the contours of agency law, clarifying rights, duties, and liabilities of principals and agents. Whether in cases involving commercial transactions, familial relationships, or professional engagements, the principles of agency provide a framework for understanding and resolving disputes.

Husband and wife relationships, agency principles intersect with societal norms and expectations, delineating the scope of implied authority and liabilities. While wives may possess implied authority to act on behalf of their husbands in certain contexts, safeguards exist to protect husbands from undue liabilities.

Overall, agency law serves as a cornerstone of legal systems worldwide, underpinning countless transactions and interactions in both personal and professional spheres. By recognizing and understanding the intricacies of agency relationships, individuals and entities can navigate legal landscapes with clarity, confidence, and integrity, ensuring fairness and accountability for all parties involved. References

  1. The Indian Contract Act, 1872 by Pollock and Mulla

  2. Law of Contract by Avatar Singh


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