This Act may be called the Indian Contract Act, 1872.
In this Act the following words and expressions are used in the following senses, unless a contrary intention appears from the context:—
The communication of proposals the acceptance of proposals, and the revocation of proposals and acceptances, respectively, are deemed to be made by any act or omission of the party proposing, accepting or revoking by which he intends to communicate such proposal, acceptance or revocation, or which has the effect of communicating it.
The communication of a proposal is complete when it comes to the knowledge of the person to whom it is made.
A proposal may be revoked at any time before the communication of its acceptance is complete as against the proposer, but not afterwards.
A proposal is revoked—
In order to convert a proposal into a promise, the acceptance must—
Performance of the conditions of a proposal, or the acceptance of any consideration for a reciprocal promise which may be offered with a proposal, is an acceptance of the proposal.
In so far as the proposal or acceptance of any promise is made in words, the promise is said to be express. In so far as such proposal or acceptance is made otherwise than in words, the promise is said to be implied.
If any part of a single consideration for one or more objects, or any one or any part of any one of several considerations for a single object, is unlawful, the agreement is void.
An agreement made without consideration is void, unless
Every agreement in restraint of the marriage of any person, other than a minor, is void.
Every agreement by which any one is restrained from exercising a lawful profession, trade or business of any kind, is to that extent void.
1 Every agreement,—
Agreements, the meaning of which is not certain, or capable of being made certain, are void.
Agreements by way of wager are void; and no suit shall be brought for recovering anything alleged to be won on any wager, or entrusted to any person to abide the result of any game or other uncertain event on which any wager is made.
A "contingent contract is a contract to do or not to do something, if some event, collateral to such contract, does or does not happen.
Contingent contracts to do or not to do anything if an uncertain future event happens cannot be enforced by law unless and until that event has happened.
Contingent contracts to do or not to do anything if an uncertain future event does not happen can be enforced when the happening of that event becomes impossible, and not before.
If the future event on which a contract is contingent is the way in which a person will act at an unspecified time, the event shall be considered to become impossible when such person does anything which renders it impossible that he should so act within any definite time, or otherwise than under further contingencies.
Contingent contracts to do or not to do anything if a specified uncertain event happens within a fixed time become void if, at the expiration of the time fixed, such event has not happened, or if, before the time fixed, such event becomes impossible.
Contingent agreements to do or not to do anything, if an impossible event happens, are void, whether the impossibility of the event is known or not to the parties to the agreement at the time when it is made.
The parties to a contract must either perform, or offer to perform, their respective promises, unless such performance is dispensed with or excused under the provisions of this Act, or of any other law.
Where a promisor has made an offer of performance to the promisee, and the offer has not been accepted, the promisor is not responsible for non-performance, nor does he thereby lose his rights under the contract.
When a party to a contract has refused to perform, or disabled himself from performing, his promise in its entirety, the promisee may put an end to the contract, unless he has signified, by words or conduct, his acquiescence in its continuance.
If it appears from the nature of the case that it was the intention of the parties to any contract that any promise contained in it should be performed by the promisor himself, such promise must be performed by the promisor. In other cases, the promisor or his representatives may employ a competent person to perform it.
When a promisee accepts performance of the promise from a third person, he cannot afterwards enforce it against the promisor.
When two or more persons have made a joint promise, then, unless a contrary intention appears by the contract, all such persons, during their joint lives, and, after the death of any of them, his representative jointly with the survivor or survivors, and, after the death of the last survivor, the representatives of all jointly, must fulfil the promise.
When two or more persons make a joint promise, the promisee may, in the absence of express agreement to the contrary, compel any 1 [one or more] of such joint promisors to perform the whole of the promise.
Where two or more persons have made a joint promise, a release of one of such joint promisors by the promisee does not discharge the other joint promisor or joint promisors neither does it free the joint promisors so released from responsibility to the other joint promisor or joint promisors.1
When a person has made a promise to two or more persons jointly, then, unless a contrary intention appears from the contract, the right to claim performance rests, as between him and them, with them during their joint lives, and, after the death of any of them, with the representative of such deceased person jointly with the survivor or survivors, and, after the death of the last survivor, with the representatives of all jointly.1
Where, by the contract, a promisor is to perform his promise without application by the promisee, and no time for performance is specified, the engagement must be performed within a reasonable time.
When a promise is to be performed on a certain day, and the promisor has undertaken to perform it without application by the promisee, the promisor may perform it at any time during the usual hours of business on such day and at the place at which the promise ought to be performed.
When a promise is to be performed on a certain day, and the promisor has not undertaken to perform it without application by the promisee, it is the duty of the, promisee to apply for performance at a proper place and within the usual hours of business.
When a promise is to be performed without application by the promisee, and no place is fixed for the performance of it, it is the duty of the promisor to apply to the promisee to appoint a reasonable place for the performance of the promise, and to perform it at such place.
The performance of any promise may be made in any manner, or at any time which the promisee prescribes or sanctions.
When a contract consists of reciprocal promises to be simultaneously performed, no promisor need perform his promise unless the promisee is ready and willing to perform his reciprocal promise.
Where the order in which reciprocal promises are to be performed is expressly fixed by the contract, they shall be performed in that order; and where the order is not expressly fixed by the contract, they shall be performed in that order which the nature of the transaction requires.
When a contract contains reciprocal promises, and one party to the contract prevents the other from performing his promise, the contract becomes voidable at the option of the party so prevented; and he is entitled to compensation from the other party for any loss which he may sustain in consequence of the nonperformance of the contract.
When a contract consists of reciprocal promises, such that one of them cannot be performed, or that its performance cannot be claimed till the other has been performed, and the promisor of the promise last mentioned fails to perform it, such promisor cannot claim the performance of the reciprocal promise, and must make compensation to the other party to the contract for any loss which such other party may sustain by the non-performance of the contract.
When a party to a contract promises to do a certain thing at or before a specified time, or certain things at or before specified times, and fails to do any such thing at or before the specified time, the contract, or so much of it as has not been performed, becomes voidable at the option of the promisee, if the intention of the parties was that time should be of the essence of the contract.
An agreement to do an act impossible in itself is void.
Where persons reciprocally promise, firstly, to do certain things which are legal, and, secondly, under specified circumstances, to do certain other things which are illegal, the first set of promises is a contract, but the second is a void agreement.
In the case of an alternative promise, one branch of which is legal and the other illegal, the legal branch alone can be enforced.
Where a debtor, owing several distinct debts to one person, makes a payment to him, either with express intimation, or under circumstances implying, that the payment is to be applied to the discharge of some particular debt, the payment, if accepted, must be applied accordingly.
Where the debtor has omitted to intimate and there are no other circumstances indicating to which debt the payment is to be applied, the creditor may apply it at his discretion to any lawful debt actually due and payable to him from the debtor, whether its recovery is or is not barred by the law in force for the time being as to the limitation of suits.
Where neither party makes any appropriation, the payment shall be applied in discharge of the debts in order of time, whether they are or are not barred by the law in force for the time being as to the limitation of suits. If the debts are of equal standing, the payment shall be applied in discharge of each proportionally.
If the parties to a contract agree to substitute a new contract for it, or to rescind or alter it, the original contract, need not be performed.
Every promisee may dispense with or remit, wholly or in part, the performance of the promisee made to him, or may extend the time for such performance1 , or may accept instead of it any satisfaction which he thinks fit.
When a person at whose option a contract is voidable rescinds it, the other party thereto need not perform any promise therein contained in which he is promisor. The party rescinding avoidable contract shall, if he have received any benefit thereunder from another party to such contract, restore such benefit, so far as may be, to the person from whom it was received.1
When an agreement is discovered to be void, or when a contract becomes void, any person who has received any advantage under such agreement or contract is bound to restore it, or to make compensation for it to the person from whom he received it.
The rescission of a voidable contract may be communicated or revoked in the same manner, and subject to the same rules, as apply to the communication or revocation of a proposal1 .
If any promisee neglects or refuses to afford the promisor reasonable facilities for the performance of his promise, the promisor is excused by such neglect or refusal as to any non-performance caused thereby.
If a person, incapable of entering into a contract, or any one whom he is legally bound to support, is supplied by another person with necessaries suited to his condition in life, the person who has furnished such supplies is entitled to be reimbursed from the property of such incapable person.1
A person who is interested in the payment of money which another is bound by law to pay, and who therefore pays it, is entitled to be reimbursed by the other.
Where a person lawfully does anything for another person, or delivers anything to him, not intending to do so gratuitously, and such other person enjoys the benefit thereof, the latter is bound to make compensation to the former in respect of, or to restore, the thing so done or delivered1 .
A person who finds goods belonging to another, and takes them into his custody, is subject to the same responsibility as a bailee1 .
A person to whom money has been paid, or anything delivered, by mistake or under coercion, must repay or return it.
When a contract has been broken, the party who suffers by such breach is entitled to receive, from the party who has broken the contract, compensation for any loss or damage caused to him thereby, which naturally arose in the usual course of things from such breach, or which the parties knew, when they made the contract, to be likely to result from the breach of it.
1[When a contract has been broken, if a sum is named in the contract as the amount to be paid in case of such breach, or if the contract contains any other stipulation by way of penalty, the party complaining of the breach is entitled, whether or not actual damage or loss is proved to have been caused thereby, to receive from the party who has broken the contract reasonable compensation not exceeding the amount so named or, as the case may be, the penalty stipulated for.
A person who rightfully rescinds a contract is entitled to compensation for any damage which he has sustained through the non-fulfilment of the contract.
[Goods of defined.] Rep. by s. 65, ibid.
[Sale defined.] Rep. by s. 65, ibid.
[Sale how effected.] Rep. by s. 65, ibid.
[Transfer of ownership of thing sold, which has yet to be ascertained, made or finished.] Rep. by s. 65, ibid.
[Completion of sale of goods which the seller is to put into state in which buyer is to take them.] Rep. by s. 65, ibid.
[Completion of sale of goods, when seller has to do anything thereto in order to as certain price.] Rep. by s. 65, ibid.
[Completion of sale, when goods are uncertained at date of contract.] Rep. by s. 65, ibid.
[Ascertainment of goods by subsequent appropriation.] Rep. by s. 65, ibid.
[Ascertainment of goods by seller’s selection.] Rep. by s. 65, ibid.
[Transfer of ownership of moveable property, when sold together with immoveable.] Rep. by s. 65, ibid.
[Buyer to bear loss after good have become his property.] Rep. by s. 65, ibid
[Transfer of ownership of goods agreed to be sold while non existent.] Rep. by s. 65, ibid.
[Contract to sell and deliver, at a future day, goods not in sellers possession at date of contract.] Rep. by s. 65, ibid.
[Determination of price not fixed by contract.] Rep. by s. 65, ibid.
[Delivery how made.] Rep. by s. 65, ibid.
[Effect of delivery to wharfinger or carrier.] Rep. by s. 65, ibid.
[Effect of part-delivery.] Rep. by s. 65, ibid.
[Seller not bound to deliver until buyer applies for delivery.] Rep. by s. 65, ibid.
[Place of delivery.] Rep.by the Indian Sale of Goods Act, 1930 (3 of 1930), s. 65.
[Seller's lien.] Rep. by s. 65, ibid.
[Lien where payment to be made at a future day, but no time fixed for delivery.] Rep. by s. 65, ibid.
[Sellers lien where payment to be made at future day, and buyer allows goods to remain in sellers possession.] Rep. by s. 65, ibid.
[Seller’s lien against subsequent buyer.] Rep. by s. 65, ibid.@/@
[Power of seller to stop in transit.] Rep. by s. 65, ibid.
[When goods are to be deemed in transit.] Rep. by s. 65, ibid.
[Continuance of right of stoppage.] Rep. by s. 65, ibid.
[Cessation of right on assignment, by buyer, of document showing title.] Rep. by s. 65, ibid.
[How seller may stop where instrument of title assigned to secure specific advance.] Rep. by s. 65, ibid.
[Stoppage how effected.] Rep. by s. 65, ibid.
[Notice of sellers claim.] Rep. by s. 65, ibid.
[Right of seller on stoppage.] Rep. by s. 65, ibid.
[Resale on buyers failure to perform.] Rep. by s. 65, ibid.
[Title conveyed by seller of goods to buyer.] Rep. by s. 65, ibid.
[Seller’s responsibility for badness of title.] Rep. by s. 65, ibid.
[Establishment of implied warranty of goodness or quality.] Rep. by s. 65, ibid.
[Warranty of soundness implied on sale of provisions.] Rep. by s. 65, ibid.
[Warranty of bulk implied on sale of goods by sample.] Rep. by s. 65, ibid.
[Warranty implied where goods are sold as being of a certain denomination.] Rep. by s. 65, ibid.
[Warranty where goods ordered for a specified purpose.] Rep. by s. 65, ibid.
[Warranty on sale of article of well known ascertained kind.] Rep. by s. 65, ibid.
[Seller when not responsible for latent defects.] Rep. by s. 65, ibid.
[Buyer’s right on breach of warranty.] Rep. by s. 65, ibid.
[Right of buyer on breach of warranty in respect of goods not ascertained.] Rep. by s. 65, ibid.
[When buyer may refused to accept, if goods not ordered are sent with goods ordered.] Rep. by s. 65, ibid.
[Effect of wrongful refusal to accept.] Rep. by s. 65, ibid.
[Right of seller as to rescission, on failure of buyer to pay price at time fixed.] Rep.by the Indian Sale of Goods Act, 1930 (3 of 1930), s. 65.
[Sale and transfer of lots sold by auction.] Rep. by s. 65, ibid.
[Effect of use, by seller, of pretended biddings to raise price.] Rep. by s. 65, ibid.
A contract by which one party promises to save the other from loss caused to him by the conduct of the promisor himself, or by the conduct of any other person, is called a contract of indemnity.
The promise in a contract of indemnity, acting within the scope of his authority, is entitled to recover from the promisor—
A "contract of guarantee" is a contract to perform the promise, or discharge the liability, of a third person in case of his default. The person who gives the guarantee is called the "surety"; the person in respect of whose default the guarantee is given is called the "principal debtor", and the person to whom the guarantee is given is called the "creditor". A guarantee may be either oral or written.
Anything done, or any promise made, for the benefit of the principal debtor, may be a sufficient consideration to the surety for giving the guarantee.
The liability of the surety is co- extensive with that of the principal debtor, unless it is otherwise provided by the contract.
A guarantee which extends to a series of transactions, is called a "continuing guarantee".
A continuing guarantee may at any time be revoked by the surety, as to future transactions, by notice to the creditor.
The death of the surety operates, in the absence of any contract to the contrary, as a revocation of a continuing guarantee, so far as regards future transactions.
Where two persons contract with a third person to undertake a certain liability, and also contract with each other that one of them shall be liable only on the default of the other, the third person not being a party to such contract, the liability of each of such two persons to the third person under the first contract is not affected by the existence of the second contract, although such third person may have been aware of its existence.
Any variance, made without the suretys consent, in the terms of the contract between the principal 1 [debtor] and the creditor, discharges the surety as to transactions subsequent to the variance.
The surety is discharged by any contract between the creditor and the principal debtor, by which the principal debtor is released, or by any act or omission of the creditor, the legal consequence of which is the discharge of the principal debtor.
A contract between the creditor and the principal debtor, by which the creditor makes a composition with, or promises to give time to, or not to sue, the principal debtor, discharges the surety, unless the surety assents to such contract.
Where a contract to give time to the principal debtor is made by the creditor with a third person, and not with the principal debtor, the surety is not discharged.
Mere forbearance on the part of the creditor to sue the principal debtor or to enforce any other remedy against him does not, in the absence of any provision in the guarantee to the contrary, discharge the surety.
Where there are co-sureties, a release by the creditor of one of them does not discharge the others; neither does it free the surety so released from his responsibility to the other sureties1 .
If the creditor does any act which is inconsistent with the rights of the surety, or omits to do any act which his duty to the surety requires him to do, and the eventual remedy of the surety himself against the principal debtor is thereby impaired, the surety is discharged.
Where a guaranteed debt has become due, or default of the principal debtor to perform a guaranteed duty has taken place, the surety upon payment or performance of all that he is liable for, is invested with all the rights which the creditor had against the principal debtor.
A surety is entitled to the benefit of every security which the creditor has against the principal debtor at the time when the contract of suretyship is entered into, whether the surety knows of the existence of such security or not; and if the creditor loses, or, without the consent of the surety, parts with such security, the surety is discharged to the extent of the value of the security.
Any guarantee which has been obtained by means of misrepresentation made by the creditor, or with his knowledge and assent, concerning a material part of the transaction, is invalid.
Any guarantee which the creditor has obtained by means of keeping silence as to material circumstances, is invalid.
Where a person gives a guarantee upon a contract that the creditor shall not act upon it until another person has joined in it as co-surety, the guarantee is not valid if that other person does not join.
In every contract of guarantee there is an implied promise by the principal debtor to indemnify the surety, and the surety is entitled to recover from the principal debtor whatever sum he has rightfully paid under the guarantee, but, no sums which he has paid wrongfully.
Where two or more persons are co-sureties for the same debt or duty, either jointly or severally, and whether under the same or different contracts, and whether with or without the knowledge of each other, the co-sureties, in the absence of any contract to the contrary, are liable, as between themselves, to pay each an equal share of the whole debt, or of that part of it which remains unpaid by the principal debtor1 .
Co-sureties who are bound in different sums are liable to pay equally as far as the limits of their respective obligations permit.
The bailment of goods as security for payment of a debt or performance of a promise is called "pledge". The bailor is in this case called the "pawnor". The bailee is called the "pawnee".
The pawnee may retain the goods pledged, not only for payment of the debt or the performance of the promise, but for the interest of the debt, and all necessary expenses incurred by him in respect of the possession or for the preservation of the goods pledged.
The pawnee shall not, in the absence of a contract to that effect, retain the goods pledged for any debt or promise other than the debt or promise for which they are pledged; but such contract, in the absence of anything to the contrary, shall be presumed in regard to subsequent advances made by the pawnee.
The pawnee is entitled to receive from the pawnor extraordinary expenses incurred by him for the preservation of the goods pledged.
If the pawnor makes default in payment of the debt, or performance, at the stipulated time of the promise, in respect of which the goods were pledged, the pawnee may bring a suit against the pawnor upon the debt or promise, and retain the goods pledge as a collateral security; or he may sell the thing pledged, on giving the pawnor reasonable notice of the sale.
If a time is stipulated for the payment of the debt, of performance of the promise, for which the pledge is made, and the pawnor makes default in payment of the debt or performance of the promise at the stipulated time, he may redeem the goods pledged at any subsequent time before the actual sale of them1 ; but he must, in that case, pay, in addition, any expenses which have arisen from his default.
1Where a mercantile agent is, with the consent of the owner, in possession of goods or the document of title to goods, any pledge made by him, when acting in the ordinary course of business of a mercantile agent, shall be as valid as if he were expressly authorised by the owner of the goods to make the same; provided that the pawnee acts in good faith and has not at the time of the pledge notice that the pawnor has not authority to pledge.
When the pawnor has obtained possession of the goods pledged by him under a contract voidable under section 19 or section 19A, but the contract has not been rescinded at the time of the pledge, the pawnee acquires a good title to the goods, provided he acts in good faith and without notice of the pawnor's defect of title.]
Where a person pledges goods in which he has only a limited interest, the pledge is valid to the extent of that interest.
If a third person wrongfully deprives the bailee of the use or possession of the goods bailed, or does them any injury, the bailee is entitled to use such remedies as the owner might have used in the like case if no bailment had been made; and either the bailor or the bailee may bring a suit against a third person for such deprivation or injury.
Whatever is obtained by way of relief or compensation in any such suit shall, as between the bailor and the bailee, be dealt with according to their respective interests.
An "agent" is a person employed to do any act for another, or to represent another in dealings with third persons. The person for whom such act is done, or who is so represented, is called the "principal".
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.
As between the principal and third persons, 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.
No consideration is necessary to create an agency.
The authority of an agent may be expressed or implied1 .
An authority is said to be express when it is given by words spoken or written. An authority is said to be implied when it is to be inferred from the circumstances of the case; and things spoken or written, or the ordinary course of dealing, may be accounted circumstances of the case.
An agent, having an authority to do an act, has authority to do every lawful thing which is necessary in order to do such act.
An agent has authority, in an emergency, to do all such acts for the purpose of protecting his principal from loss as would be done by a person of ordinary prudence, in his own case, under similar circumstances.
An agent cannot lawfully employ another to perform acts which he has expressly or impliedly undertaken to perform personally, unless by the ordinary custom of trade a sub-agent may, or, from the nature of the agency, a sub-agent must, be employed.
A "sub-agent" is a person employed by, and acting under the control of, the original agent in the business of the agency.
Where a sub-agent is properly appointed, the principal is, so far as regards third persons, represented by the sub-agent, and is bound by and responsible for his acts, as if he were an agent originally appointed by the principal.
Where an agent, without having authority to do so, has appointed a person to act as a sub-agent, the agent stands towards such person in the relation of a principal to an agent, and is responsible for his acts both to the principal and to third persons; the principal is not represented, by or responsible for the acts of the person so employed, nor is that person responsible to the principal.
Where an agent, holding an express or implied authority to name another person to act for the principal in the business of the agency, has named another person accordingly, such person is not a sub-agent, but an agent of the principal for such part of the business of the agency as is entrusted to him.
In selecting such agent for his principal, an agent is bound to exercise the same amount of discretion as a man of ordinary prudence would exercise in his own case; and, if he does this, he is not responsible to the principal for the acts or negligence of the agent so selected.
Where acts are done by one person on behalf of another, but without his knowledge or authority, he may elect to ratify or to disown such acts. If he ratify them, the same effects will follow as if they had been performed by his authority.
Ratification may be expressed or may be implied in the conduct of the person on whose behalf the acts are done.
No valid ratification can be made by a person whose knowledge of the facts of the case is materially defective.
A person ratifying any unauthorized act done on his behalf ratifies the whole of the transaction of which such act formed a part.
An act done by one person on behalf of another, without such other persons authority, which, if done with authority, would have the effect of subjecting a third person to damages, or of terminating any right or interest of a third person, cannot, by ratification, be made to have such effect.
An agency is terminated by the principal revoking his authority; or by the agent renouncing the business of the agency; or by the business of the agency being completed; or by either the principal or agent dying or becoming of unsound mind; or by the principal being adjudicated an insolvent under the provisions of any Act for the time being in force for the relief of insolvent debtors.
Where the agent has himself an interest in the property which forms the subject-matter of the agency, the agency cannot, in the absence of an express contract, be terminated to the prejudice of such interest.
The principal may, save as is otherwise provided by the last preceding section, revoke the authority given to his agent at any time before the authority has been exercised so as to bind the principal.
The principal cannot revoke the authority given to his agent after the authority has been partly exercised, so far as regards such acts and obligations as arise from acts already done in the agency.
Where there is an express or implied contract that the agency should be continued for any period of time, the principal must make compensation to the agent, or the agent to the principal, as the case may be, for any previous revocation or renunciation of the agency without sufficient cause.
Reasonable notice must be given of such revocation or renunciation, otherwise the damage thereby resulting to the principal or the agent, as the case may be, must be made good to the one by the other.
Revocation and renunciation may be expressed or may be implied in the conduct of the principal or agent respectively.
The termination of the authority of an agent does not, so far as regards the agent, take effect before it becomes known to him, or, so far as regards third persons, before it becomes known to them.
When an agency is terminated by the principal dying or becoming of unsound mind, the agent is bound to take, on behalf of the representatives of his late principal, all reasonable steps for the protection and preservation of the interests entrusted to him.
The termination of the authority of an agent causes the termination (subject to the rules herein contained regarding the termination of an agent's authority) of the authority of all sub-agents appointed by him.
An agent is bound to conduct the business of his principal according to the directions given by the principal, or, in the absence of any such directions, according to the custom which prevails in doing business of the same kind at the place where the agent conducts such business. When the agent acts otherwise, if any loss be sustained, he must make it good to his principal, and if any profit accrues, he must account for it.
An agent is bound to conduct the business of the agency with as much skill as is generally possessed by persons engaged in similar business unless the principal has notice of his want of skill. The agent is always bound to act with reasonable diligence, and to use such skill as he possesses; and to make compensation to his principal in respect of the direct consequences of his own neglect, want of skill or misconduct, but not in respect of loss or damage which are indirectly or remotely caused by such neglect, want of skill, or misconduct.
An agent is bound to render proper accounts to his principal on demand.
It is the duty of an agent, in cases of difficulty, to use all reasonable diligence in communicating with his principal, and in seeking to obtain his instructions.
If an agent deals on his own account in the business of the agency, without first obtaining the consent of his principal and acquainting him with all material circumstances which have come to his own knowledge on the subject, the principal may repudiate the transaction, if the case shows, either that any material fact has been dishonestly concealed from him by the agent, or that the dealings of the agent have been disadvantageous to him.
If an agent, without the knowledge of his principal, deals in the business of the agency on his own account instead of on account of his principal, the principal is entitled to claim from the agent any benefit which may have resulted to him from the transaction.
An agent may retain, out of any sums received on account of the principal in the business of the agency, all moneys due to himself in respect of advances made or expenses properly incurred by him in conducting such business, and also such remuneration as may be payable to him for acting as agent.
Subject to such deductions, the agent is bound to pay to his principal all sums received on his account.
In the absence of any special contract, payment for the performance of any act is not due to the agent until the completion of such act; but an agent may detain moneys received by him on account of goods sold, although the whole of the goods consigned to him for sale may not have been sold, or although the sale may not be actually complete.
An agent who is guilty of misconduct in the business of the agency, is not entitled to any remuneration in respect of that part of the business which he has misconducted.
In the absence of any contract to the contrary, an agent is entitled to retain goods, papers and other property, whether movable or immovable of the principal received by him, until the amount due to himself for commission, disbursements and services in respect of the same has been paid or accounted for to him.
The employer of an agent is bound to indemnify him against the consequences of all lawful acts done by such agent in exercise of the authority conferred upon him.
Where one person employs another to do an act, and the agent does the act in good faith, the employer is liable to indemnify the agent against the consequences of that act, though it cause an injury to the rights of third persons.
Where one person employs another to do an act which is criminal, the employer is not liable to the agent, either upon an express or an implied promise, to indemnify him against the consequences of that Act1 .
The principal must make compensation to his agent in respect of injury1 caused to such agent by the principal's neglect or want of skill.
Contracts entered into through an agent, and obligations arising from acts done by an agent, may be enforced in the same manner, and will have the same legal consequences, as if the contracts had been entered into and the acts done by the principal in person.
When an agent does more than he is authorized to do, and when the part of what he does, which is within his authority, can be separated from the part which is beyond his authority, so much only of what he does as is within his authority is binding as between him and his principal.
Where an agent does more than he is authorized to do, and what he does beyond the scope of his authority cannot be separated from what is within it, the principal is not bound to recognize the transaction.
Any notice given to or information obtained by the agent, provided it be given or obtained in the course of the business transacted by him for the principal, shall, as between the principal and third parties, have the same legal consequences as if it had been given to or obtained by the principal.
n the absence of any contract to that effect, an agent cannot personally enforce contracts entered into by him on behalf of his principal, nor is he personally bound by them.
If an agent makes a contract with a person who neither knows, nor has reason to suspect, that he is an agent, his principal may require the performance of the contract; but the other contracting party has, as against the principal, the same rights as he would have had as against the agent if the agent had been principal.
Where one man makes a contract with another, neither knowing nor having reasonable ground to suspect that the other is an agent, the principal, if he requires the performance of the contract, can only obtain such performance subject to the rights and obligations subsisting between the agent and the other party to the contract.
In cases where the agent is personally liable, a person dealing with him may hold either him or his principal, or both of them, liable.
When a person who has made a contract with an agent induces the agent to act upon the belief that the principal only will be held liable, or induces the principal to act upon the belief that the agent only will be held liable, he cannot afterwards hold liable the agent or principal respectively.
A person untruly representing himself to be the authorized agent of another, and thereby inducing a third person to deal with him as such agent, is liable, if his alleged employer does not ratify his acts, to make compensation to the other in respect of any loss or damage which he has incurred by so dealing.
A person with whom a contract has been entered into in the character of agent, is not entitled to require the performance of it, if he was in reality acting, not as agent, but on his own account.
When an agent has, without authority, done acts or incurred obligations to third persons on behalf of his principal, the principal is bound by such acts or obligations, if he has by his words or conduct induced such third persons to believe that such acts and obligations were within the scope of the agent's authority.
Misrepresentation made, or frauds committed, by agents acting in the course of their business for their principals, have the same effect on agreements made by such agents as if such misrepresentations or frauds had been made or committed by the principals; but misrepresentations made, or frauds committed, by agents, in matters which do not fall within their authority, do not affect their principals.
['Partnership' defined.] Rep. by s. 73 and the Second Schedule, ibid.
[Lender not a partner by advancing money for share of profits.] Rep. by s. 73 and the Second Schedule, ibid.
[Property left in business by retiring partner, or decreased partner's preventative.] Rep. by s. 73 and the Second Schedule, ibid.
[Servant or agent remunerated by share of profits, not a partner.] Rep. by s. 73 and the Second Schedule, ibid.
[Widow or child of deceased partner receiving annuity out of profits, not a partner.] Rep. by s. 73 and the Second Schedule, ibid.
[Person receiving portion of profits for sale of good-will, no a partner.] Rep. by s. 73 and the Second Schedule, ibid.
[Responsibility of person leading another to believe him a partner.] Rep. by s. 73 and the Second Schedule, ibid.
[Liability of person permitting him self to be represented as a partner.] Rep. by s. 73 and the Second Schedule, ibid.
[Minor partner not personally liable, but his share is.] Rep. by s. 73 and the Second Schedule, ibid.
[Liability of minor partner on attaining majority.] Rep. by s. 73 and the Second Schedule, ibid.
[Partner's liability for debts of partnership.] Rep. by s. 73 and the Second Schedule, ibid.
[Partner's liability to third person for neglect or fraud of co-partner.] Rep. by s. 73 and the Second Schedule, ibid.
[Partners power to bind co-partner's.] Rep. by s. 73 and the Second Schedule, ibid.
[Annulment of contract defining partner's rights and obligations.] Rep. by s. 73 and the Second Schedule, ibid.
[Rules determining partner's mutual relations, where no contract to contrary.] Rep. by s. 73 and the Second Schedule, ibid.
[When Court may dissolve partnership.] Rep. by s. 73 and the Second Schedule, ibid.
[Dissolution of partnership by prohibition of business.] Rep. by s. 73 and the Second Schedule, ibid.
[Rights and obligations of partners in partnership continued after expiry of term for which it was entered into.] Rep. by s. 73 and the Second Schedule, ibid.
[General duties of partners.] Rep. by s. 73 and the Second Schedule, ibid.
[Account, to firm, of benefit derived from transaction affecting partnership.] Rep. by s. 73 and the Second Schedule, ibid.
[Obligations, to firm, of partner carrying on business.] Rep. by s. 73 and the Second Schedule, ibid.
[Revocation of continuing guarantee by charge by change in firm.] Rep. by the Indian Partnership Act, 1932 (9 of 1932), s. 73 and the Second Schedule.
[Non-liability of deceased partners estate for subsequent obligations.] Rep. by s. 73 and the Second Schedule, ibid.
[Payment of partnership debts, and of separate debts.] Rep. by s. 73 and the Second Schedule, ibid.
[Continuance, of partners rights and obligations after dissolution.] Rep. by s. 73 and the Second Schedule, ibid.
[Notice of dissolution.] Rep. by s. 73 and the Second Schedule, ibid.
[Right of partners to apply for winding-up after termination of partnership.] Rep. by s. 73 and the Second Schedule, ibid.
[Limited-liability partnerships, incorporate partnerships, and joint-stock companies.] Rep. by s. 73 and the Second Schedule, ibid.