The Indian Contract Act, 1872
Whereas it is expedient to define and amend certain parts of the
law relating to
contract; it is hereby enacted as follows :-
1. Short title
This Act may be called be the Indian Contract Act, 1872.
Extent, commencement - It extends to the whole of except the State
of Jammu and Kashmir; and it shall come into force on the first day
of September, 1872.
Enactment repealed - Nothing herein contained shall affect the
provisions of any
Statute, Act or Regulation not hereby expressly repealed, nor any
usage or customs of trade, nor any incident of any contract, not
inconsistent with the provisions of this Act.
2. Interpretation -clause
In this Act the following words and expressions are used in the
unless contrary intention appears from the context:
(a) When one person signifies to another his willingness to do or
to abstain from
doing anything, with a view to obtaining the assent of that other
to such act or
abstinence, he is said to make a proposal;
(b) When a person to whom the proposal is made, signifies his
assent thereto, the
proposal is said to be accepted. A proposal, when a accepted,
becomes a promise;
(c) The person making the proposal is called the "promisor", and
accepting the proposal is called "promisee",
(d) When, at the desire of the promisor, the promisee or any other
person has done or abstained from doing, or does or abstains from
doing, or promises to do or to abstain from doing, something, such
act or abstinence or promise is called a
consideration for the promise;
(e) Every promise and every set of promises, forming the
consideration for each
other, is an agreement;
(f) Promises which form the consideration or part of the
consideration for each other, are called reciprocal promises;
(g) An agreement not enforceable by law is said to be void;
(h) An agreement enforceable by law is a contract;
(i) An agreement which is enforceable by law at the option of one
or more of the
parties thereto, but not at the option of the other or others, is
a voidable contract;
(j) A contract which ceases to be enforceable by law becomes void
when it ceases to be enforceable.
Chapter I Of the communication, acceptance and revocation of
3. Communication, acceptance and revocation of proposals
The communication of proposals, the acceptance of proposals, and
the revocation of proposals and acceptance, respectively, are
deemed to be made by any act or
omission of the party proposing, accepting or revoking, by which
he intends to
communicated such proposal, acceptance or revocation, or which has
the effect of
4. Communication when complete
The communication of a proposal is complete when it becomes to the
knowledge of the person to whom it is made. The communication of an
acceptance is complete -as against the proposer, when it is put in
a course of transmission to him so at to be out of the power of the
acceptor; as against the acceptor, when it comes to the knowledge
of the proposer. The communication of a revocation is complete -as
against the person who makes it, when it is put into a course of
transmission to the person to whom it is made, so as to be out of
the power of the person who makes it;as against the person to whom
it is made, when it comes to his knowledge.
5. Revocation of Proposals and acceptance
A proposal may be revoked at any time before the communication of
its acceptance is complete as against the proposer, but not
afterwards. An acceptance may be revoked at any time before the
communication of the acceptance is complete as against the
acceptor, but no afterwards.
6. Revocation how made
A proposal is revoked -
(1) by the communication of notice of revocation by the proposer
to the other party;
(2) by the lapse of the time prescribed in such proposal for its
acceptance, or, if no
time is so prescribed, by the lapse of a reasonable time, without
(3) by the failure of the acceptor to fulfil a condition precedent
to acceptance; or
(4) by the death or insanity of the proposer, if the fact of the
death or insanity
comes to the knowledge of theacceptor before acceptance.
7. Acceptance must be absolute
In order to convert a proposal into a promise the acceptance must
(1) be absolute and unqualified.
(2) be expressed in some usual and reasonable manner, unless the
prescribes the manner in which it is to be accepted. If the
proposal prescribes a
manner in which it is to be accepted; and the acceptance is not
made in such
manner, the proposer may, within a reasonable time after the
communicated to him, insist that his proposal shall be accepted in
manner, and not otherwise; but; if he fails to do so, he accepts
8. Acceptance by performing conditions, or receiving
Performance of the conditions of proposal, for the acceptance of
for a reciprocal promise which may be offered with a proposal, is
an acceptance of
9. Promise, express and implied
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.
Chapter II Of contracts, violable contracts and void
10. What agreements are contracts
All agreements are contracts if they are made by the free consent
competent to contract, for a lawful consideration and with a
lawful object, and are
not hereby expressly declared to be void. Nothing herein contained
shall affect any
law in force in India, and not hereby expressly repealed, by which
any contract is
required to be made in writing or in the presence of witnesses, or
any law relating to the registration of documents.
11. Who are competent to contract
Every person is competent to contract who is of the age of
majority according to the law to which he is subject, and who is
sound mind and is not disqualified from
contracting by any law to which he is subject.
12. What is a sound mind for the purposes of contracting
A person is said to be of sound mind for the propose of making a
contract, if, at the time when he makes it, he is capable of
understanding it and of forming a rational judgement as to its
effect upon his interest.A person who is usually of unsound mind,
but occasionally of sound mind, may make a contract when he is of
sound mind. A person who is usually of sound mind, but occasionally
of unsound mind, may not make a contract when he is of unsound
13. "Consent" defined -
Two or more person are said to consent when they agree upon the
same thing in the same sense.
14. "Free consent" defined -
Consent is said to be free when it is not caused by -
(1) coercion, as defined in section 15, or
(2) undue influence, as defined in section 16, or
(3) fraud, as defined in section 17, or
(4) misrepresentation, as defined in section 18, or
(5) mistake, subject to the provisions of section 20,21, and
Consent is said to be so caused when it would not have been given
but for the
existence of such coercion, undue influence, fraud,
misrepresentation, or mistake.
15. "Coercion" defined
"Coercion" is the committing, or threating to commit, any act
forbidden by the Indian Penal Code (45 of 1860) or the unlawful
detaining, or threatening to detain, any property, to the prejudice
of any person whatever, with the intention of causing any person to
enter into an agreement.
16."Undue influence" defined
(1) A contract is said to be induced by "under influence" where
subsisting between the parties are such that one of the parties is
in a position to
dominate the will of the other and uses that position to obtain an
over the other.
(2) In particular and without prejudice to the generally of the
foregoing principle, a
person is deemed to be in a position to dominate the will of
(a) where he hold a real or apparent authority over the other, or
where he stands in a fiduciary relation to the other; or
(b) where he makes a contract with a person whose mental capacity
or permanently affected by reason of age, illness, or mental or
(3) Where a person who is in a position to dominate the will of
another, enters into a contract with him, and the transaction
appears, on the face of it or on the evidence adduced, to be
unconscionable, the burden of proving that such contract was not
induced by undue influence shall be upon the person in a position
to dominate the will of the other.
Nothing in the sub-section shall affect the provisions of section
111 of the Indian
Evidence Act, 1872 (1 of 1872)
17. "fraud defined
"Fraud" means and includes any of the following acts committed by
a party to a
contract, or with his connivance, or by his agents, with intent to
party thereto his agent, or to induce him to enter into the
(1) the suggestion as a fact, of that which is not true, by one
who does not believe it to be true;
(2) the active concealment of a fact by one having knowledge or
belief of the fact;
(3) a promise made without any intention of performing it;
(4) any other act fitted to deceive;
(5) any such act or omission as the law specially declares to be
18. "Misrepresentation" defined
"Misrepresentation" means and includes -
(1) the positive assertion, in a manner not warranted by the
information of the person making it, of that whichis not true,
though he believes it to be true;
(2) any breach of duty which, without an intent to deceive, gains
an advantage to
the person committing it, or anyone claiming under him; by
misleading another to
his prejudice, or to the prejudice of any one claiming under
(3) causing, however innocently, a party to an agreement, to make
a mistake as to the substance of the thing which is subject of the
19. Voidability of agreements without free consent
When consent to an agreement is caused by coercion, fraud or
the agreement is a contract voidable at the option of the party
whose consent was so caused. A party to contract, whose consent was
caused by fraud or mispresentation, may, if he thinks fit, insist
that the contract shall be performed, and that he shall be put on
the position in which he would have been if the representations
made had been true.
Exception : If such consent was caused by misrepreentation or by
silence, fraudulent within the meaning of section 17, the contract,
neverthless, is not voidable, if the party whose consent was so
caused had the means of discovering the truth with ordinary
Explanation : A fraud or misrepresentation which did not cause the
consent to a
contract of the party on whom such fraud was practised, or to whom
misrepresentation was made, does not render a contract
19-A. Power to set aside contract induced by undue influence -
When consent to an agreement is caused by undue influence, the
agreement is a contract voidable at the option of the party whose
consent was so caused.
Any such contract may be set aside either absolutely or, if the
party who was entitled to avoid it has received any benefit
thereunder, upon such terms and conditions as to the Court may seem
20. Agreement void where both parties are under mistake as to
Explanation : An erroneous opinion as to the value of the things
which forms the
subject-matter of the agreement,is not be deemed a mistake as to a
matter of fact.
21. Effect of mistake as to law
A contract is not voidable because it was caused by a mistake as
to any law in force in India; but mistake as to a law not in force
in India has the same effect as a mistake of fact.
22. Contract caused by mistake of one party as to matter of
A contract is not voidable merely because it was caused by one of
the parties to it
being under a mistake as to a matter of fact.
23. What consideration and objects are lawful, and what not
The consideration or object of an agreement is lawful,
unless It is forbidden by law; oris of such nature that, if
permitted it would defeat the provisions of any law or is
fraudulent; ofinvolves or implies, injury to the person or property
of another; orthe Court regards it as immoral, or opposed to public
policy. In each of these cases, the consideration or object of an
agreement is said to be unlawful. Every agreement of which the
object or consideration is unlawful is void.
24. Agreements void, if consideration are objects unlawful in
If any part of a single consideration for one or more objects, or
any one or any part of any one of several consideration of a single
object, is unlawful, the agreement is void.
25. Agreement without consideration, void, unless it is in writing
and registered or is a promise to compensate for something done or
is a promise to pay a debt barred by limitation law -
An agreement made without consideration is void, unless -
(1) it is expressed in writing and registered under the law for
the time being in force for the registration of documents, and is
made on account of natural love and affection between parties
standing in a near relation to each other; or unless.
(2) it is a promise to compensate, wholly or in part, a person
who has already
voluntarily done something for the promisor, or something which
the promisor was
legally compellable to do; or unless.
(3) it is a promise, made in writing and signed by the person to
be charged therewith or by his agent generally or specially
authorised in that behalf, to pay wholly or in part debt of which
the creditor might have enforced payment but for the law for the
limitation of suits. In any of these cases, such an agreement is a
Explanation 1 : Nothing in this section shall affect the validity,
as between the donor and donee, of any gift actually made.
Explanation 2 : An agreement to which the consent of the promisor
is freely given is not void merely because the consideration is
inadequate; but the inadequacy of the consideration may be taken
into account by the Court in determining the question whether the
consent of the promisor was freely given.
26. Agreement in restraint of marriage, void
Every agreement in restraint of the marriage of any person, other
than a minor, is
27. Agreement in restraint of trade, void
Every agreement by which anyone is restrained from exercising a
trade or business of any kind, is to that extent void.
Exception 1 : Saving of agreement not to carry on business of
which good will is sold- One who sells the goodwill of a business
may agree with the buyer to refrain from carrying on a similar
business, within specified local limits, so long as the buyer, or
any person deriving title to the goodwill from him, carries on a
like business therein, provided that such limits appear to the
court reasonable, regard being had to the nature of the
28. Agreements in restrain of legal proceedings, void
Every agreement, by which any party thereto is restricted
absolutely from enforcing
his rights under or in respect of any contract, by the usual legal
proceedings in the
ordinary tribunals, or which limits the time within which he may
thus enforce his
rights, is void to the extent.
Exception 1 : Saving of contract to refer to arbitration dispute
that may arise.This
section shall not render illegal contract, by which two or more
persons agree that
any dispute which may arise between them in respect of any subject
or class of
subject shall be referred to arbitration, and that only and amount
awarded in such
arbitration shall be recoverable in respect of the dispute so
Exception 2: Saving of contract to refer question that have
already arisen - Nor shall this section render illegal any contract
in writing, by which two or more persons agree to refer to
arbitration any question between them which has already arisen, or
affect any provision of any law in force for the time being as to
reference to arbitration.
29. Agreements void for uncertainty
Agreements, the meaning of which is not certain, or capable of
being made certain, are void.
30. Agreements by way of wager, void
Agreements by way of wager are void; and no suit shall be brought
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 may wager is
made. Exception on favour of certain prizes for horse-racing: This
section shall not be deemed to render unlawful a subscription or
contribution, or agreement to subscribe or contribute, made or
entered into for or toward any plate, prize or sum of money, of the
value or amount of five hundred rupees or upwards, to be rewarded
to the winner or winners of any horse-race.
Section 294A of the Indian Penal Code not affected : Nothing in
this section shall be deemed to legalize any transaction connected
with horse-racing, to which the
provisions of section 294A of the Indian Penal Code (45 of 1860)
Chapter III Of contingent contracts
31. "Contingent contract" defined
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.
32. Enforcement of Contracts contingent on an event happening
Contingent contracts to do or not to do anything in an uncertain
happens, cannot be enforced by law unless and until that event has
happened. If the event becomes impossible, such contracts become
33. Enforcement of contract contingent on an event not
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.
34. When event on which contract is contingent to be deemed
it is the future conduct of a living person
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 the should so act within any
definite time, or otherwise than under further contingencies.
35. When contracts become void, which are contingent on happening
specified event within fixed time
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.
When contracts may be enforced, which are contingent on specified
happening within fixed time : Contingent contract tutu or not to
do anything, if a
specified uncertain event does not happen within a fixed time, may
be enforced by
law when the time fixed has expired and such event has not
happened, or before the time fixed has expired, if it become
certain that such event will not happen.
36. Agreements contingent on impossible event void
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 agreement at the time
when it is made.
performance of contracts Contracts which must be performed
37. Obligations of parties to contract
The parties to a contract must either perform, or offer to
perform, their respective
promises, unless such performance in dispensed with or excused
under the provision of this Act, or of any other law. Promises bind
the representative of the promisor in case of the death of such
promisors before performance, unless a contrary intention appears
from the contract.
38. Effect of refusal to accept offer of performance
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.
Every such offer must fulfil the following conditions -
(1) it must be unconditional;
(2) it must be made at a proper time and place, and under such
circumstances that the person to whom it is made may have a
reasonable opportunity of ascertaining that the person by whom it
is been made is able and willing there and then to do the whole of
what he is bound by his promise to do;
(3) if the offer is an offer to deliver anything to the promisee,
the promisee must
have a reasonable opportunity of seeing that the thing offered is
the thing which the promisor is bound by his promise to deliver. An
offer to one of several joint
promisees has the same legal consequences as an offer to all of
39. Effect of refusal of party to perform promise wholly
When a party to a contract has refused to perform, or disabled
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
40. Person by whom promises is to be performed
If it appears from the nature of the case that it was the
intention of the parties to
any contract that any promise contain in it should be performed by
himself, such promise must be performed by the promisor. In other
cases, the promisor or his representative may employ a competent
person to perform it.
41. Effect of accepting performance from this person
When a promisee accepts performance of the promise from a third
person, he cannot afterwards enforce it against the promisor.
42. Devolution of joint liabilities
When two or more person have made a joint promise, then, unless a
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.
43. Any one of joint promisors may be compelled to perform
When two or more persons make a joint promise, the promise may, in
the absence of express agreements to the contrary, compel any one
or more of such joint promisors to perform the whole promise.
Each promisor may compel contribution : Each of two or more joint
compel every other joint promisor to contribute equally with
himself to the
performance of the promise, unless a contrary intention appears
from the contract.
Sharing of loss by default in contribution : If any one of two or
more joint promisors make default in such contribution, the
remaining joint promisors mus bear the loss arising from such
default in equal shares.
Explanation : Nothing in this section shall prevent a surety from
recovering, from his principal, payments made by the surety on
behalf of the principal, or entitle the principal to recover
anything from the surety on account of payments made by the
44. Effect of release of one joint promisor
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,neither does it free the joint promisor so released from
responsibility to the other joint promisor or joint promisors.
45. Devolution of joint rights
When a person has made a promise to two or more persons jointly,
contrary intention appears from the contract, the right to claim
as between him and them, with them during their joint lives, and,
after the death of any one 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.
46. Time for performance of promise, where no application is to be
and no time is specified 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.
Explanation : The question "what is a reasonable time" is, in
each particular case, a question of fact.
47. Time and place for performance of promise, where time is
no application to be made
When a promise is to be performed on a certain day, and the
undertaken to perform it without the 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
48. Application for performance on certain day to be at proper
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 the performance at a proper place within the
usual hours of
Explanation : The question "what is proper time and place" is, in
case, a question of fact.
49. Place for the performance of promise, where no application to
and no place fixed for performance
When a promise is to be performed without application by the
promisee, and not
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 a
50. Performance in manner or at time prescribed or sanctioned by
The performance of any promise may be made in any manner, or at
any time which the promisee prescribes or sanctions.
51. Promisor not bound to perform, unless reciprocal promisee
willing to perform
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.
52. Order of performance of reciprocal promises
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 orders is not expressly fixed by the contract,
they shall be performed in that order which the nature of
53. Liability of party preventing event on which contract is to
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 non-performance of
54. Effect of default as to the promise which should be performed,
contract consisting or reciprocal promises
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.
55. Effect of failure to perform a fixed time, in contract in
which time is
When a party to a contract promises to do a certain thing at or
before a specified
time, or certain thins at or before a specified time and fails to
do such thing at or
before a specified time, and fails to do such thing at or before a
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 essence of the
Effect of such failure when time is not essential: If it was not
the intention of the
parties that time should be of the essence of the contract, the
contract does not
become voidable by the failure to do such thing at or before the
specified time; but the promisee is entitled to compensation from
the promisor for any loss occasioned to him by such failure.
Effect of acceptance of performance at time other than agreed
upon: If, in case of a contract voidable on account of the
promisor's failure to perform his promise at the time agreed, the
promisee accepts performance of such promise at any time other than
agree, the promisee cannot claim compensation of any loss
occasioned by the non-performance of the promise at the time
agreed, unless, at the time of
acceptance, he give notice to the promisor of his intention to do
56. Agreement to do impossible act
An agreement to do an act impossible in itself is void. Contract
to do act afterwards becoming impossible or unlawful: A contract to
do an act which, after the contract is made, becomes impossible or,
by reason of some event which the promisor could not prevent,
unlawful, becomes void when the act becomes impossible or
Compensation for loss through non-performance of act known to be
impossible or unlawful: Where one person has promised to be
something which he knew or, with reasonable diligence, might have
known, and which the promisee did not know to be impossible or
unlawful, such promisor must make compensation to such promise for
any loss which such promisee sustains through the non-performance
of the promise.
57. Reciprocal promise to do things legal, and also other things
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 promise is
a contract, but the second is a void agreement.
58. Alternative promise, one branch being illegal
In the case of an alternative promise, one branch of which is
legal and other other
illegal, the legal branch alone can be enforced.
59. Application of payment where debt to be discharged is
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.
60. Application of payment where debt to be discharged is not
Where the debtor has ommitted to intimate, and there are no other
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 limitations of suits.
61. Application of payment where neither party appropriates
Where neither party makes any appropriation, the payment shall be
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 proportionably.
62. Effect of novation, rescission, and alteration of contract
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.
63. Promise may dispense with or remit performance of promise
Every promise may dispense with or remit, wholly or in part, the
performance of the promise made to him, or may extend the time for
such performance, or may accept instead of it any satisfaction
which he thinks fit.
64. Consequence of rescission of voidable contract
When a person at whose option a contract is voidable rescinds it,
the other party
thereto need to perform any promise therein contained in which he
is the promisor.
The party rescinding a voidable 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.
65. Obligation of person who has received advantage under void
or contract that becomes void
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.
66. Mode of communicating or revoking rescission of voidable
The rescission of a voidable contract may be communicated or
revoked in the same manner, and subject to some rules, as apply to
the communication or revocation of the proposal.
67. Effect of neglect or promise to afford promisor reasonable
If any promisee neglects or refuses to afford the promisee
reasonable facilities for
the performance of his promise, the promisor is excused by such
neglect or refusal
as to non-performance caused thereby.
Chapter V Of certain
relations resembling those created by contract
68. Claim for necessaries supplied to person incapable of
contracting, or on
If a person, incapable of entering into a contract, or anyone 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.
69. Reimbursement of person paying money due by another, in
which he is interested
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
70. Obligation of person enjoying benefit of non-gratuitous
Where a person lawfully does anything for another person, or
delivers anything to
him, not intending to do so gratuitously, and such another person
enjoys the benefit thereof, the letter is bound to make
compensation to the former in respect of, or to restore, the thing
so done or delivered.
71. Responsibility of finder of goods
A person who finds goods belonging to another, and takes them into
his custody, is subject to the same responsibility as a bailee.
72. Liability of person to whom money is paid, or thing delivered,
mistake or under coercion A person to whom money has been paid, or
anything delivered, by mistake or under coercion, must repay or
Chapter VI Of the consequences of breach of contract
73. Compensation of loss or damage caused by breach of
When a contract has been broken, the party who suffers by such
breach is entitled to receive, form 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.
Such compensation is not to be given for any remote and indirect
loss of damage
sustained by reason of the breach.
Compensation for failure to discharge obligation resembling those
contract : When an obligation resembling those created by contract
incurred and has not been discharged, any person injured by the
failure to discharge it is entitled to receive the same
compensation from the party in default, as if such person had
contracted to discharge it and had broken his contract.
Explanation : In estimating the loss or damage arising from a
breach of contract, the means which existed of remedying the
inconvenience caused by non-performance of the contract must be
taken into account.
74. Compensation of breach of contract where penalty stipulated
When a contract has been broken, if a sum is named in the contract
as the amount 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 or 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
Explanation : A stipulation for increased interest from the date
of default may be a
stipulation by way of penalty.
Explanation : When any person enters into any bail bond,
recognisance or other
instrument of the same nature or, under the provisions of any law,
or under the
orders of the Central Government or of any State Government, gives
any bond for
the performance of any public duty or act in which the public are
interested, he shall be liable, upon breach of the condition of any
such instrument, to pay the whole sum mentioned therein.
75. Party rightfully rescinding contract, entitled to
A person who rightfully rescinds a contract is entitled to
consideration for any
damage which he has sustained through the no fulfillment of the
Chapter VII Sale of goods
Section 76 to 123 - Repealed
Chapter VIII Of indemnity and guarantee
124. "Contract of indemnity" defined
A contract by which one party promises to save the other from loss
caused to him by the contract of the promisor himself, or by the
conduct of any other person, is called a "contract of
125. Right of indemnity-holder when sued -
The promisee in a contract of indemnity, acting within the scope
of his authority, is
entitled to recover from the promisor-
(1) all damages which he may be compelled to pay in any suit in
respect of any
matter to which the promise to indemnify applies;
(2) all costs which he may be compelled to pay in any such suit,
if in bringing of
defending it, he did not contravene the orders of the promisor,
and acted as it would have been prudent for him to act in the
absence of any contract of indemnity, or if the promisor authorised
him to bring or defend the suit;
(3) all sums which he may have paid under the terms of any
compromise of any
such suit, if the compromise was not contract to the orders of the
promisor, and was one which it would have been prudent for the
promise to make in the absence of any contract of indemnity, or if
the promisor authorised him to compromise the suit.
126. "Contract of guarantee", "surety", "principal debtor" and
A "contract of guarantee" is a contract to perform the promise, or
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
127. Consideration for guarantee
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.
128. Surety's liability
The liability of the surety is co-extensive with that of the
principal debtor, unless it is otherwise provided by the
129. Continuing guarantee
A guarantee which extends to a series of transaction, is called, a
130. Revocation of continuing guarantee
A continuing guarantee may at any time be revoked by the surety,
as to future
transactions, by notice to the creditor.
131. Revocation of continuing guarantee by surety' death -
The death of the surety operates, in the absence of any contract
to the contrary, as a revocation of ma continuing guarantee, so far
as regards future transactions.
132. Liability of two persons, primarily liable, not affected by
between them that one shall be surety on other's default -
Where two persons contract with 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.
133. Discharge of surety by variance in terms of contract
Any variance made without the surety's consent, in the terms of
between the principal [debtor] and the creditor, discharges the
surety as to
transactions subsequent to the variance.
134. Discharge of surety by release or discharge of principal
The surety is discharged by any contract between the creditor and
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
135. Discharge of surety when creditor compounds with, gives time
agrees not to sue, principal debtor
A contract between the creditor and the principal debtor, by which
the creditor make
a composition with, or promises to give time, or not to sue, the
discharges the surety, unless the surety assents to such
136. Surety not discharged when agreement made with third person
time to principal debtor
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
137. Creditor's forbearance to sue does not discharge surety
Mere forbearance on the part of the creditor to sue the principal
debtor or to enforce any other remedy against him, dies not, in the
absence of any provision in the guarantee to the contrary,
discharge the surety.
138. Release of one co-surety does not discharge other -
Where there are co-sureties, a release by the creditor of one of
them does not
discharge the others neither does set free the surety so released
responsibility to the other sureties.
139. Discharge of surety by creditor's act or omission impairing
eventual remedy -
If the creditor does any act which is inconsistent with the right
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.
140. Rights of surety on payment or performance -
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
performance of all that he is liable for, is invested with all the
rights which the
creditor had against the principal debtor.
141. Surety's right to benefit of creditor's securities -
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 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 existence of such security or not;
and if the creditor loses, or without the consent of the surety,
parts with such security, the surety, the surety is discharged to
the extent of the value of the security.
142. Guarantee obtained by misrepresentation, invalid
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.
143. Guarantee obtained by concealment, invalid -
Any guarantee which the creditor has obtained by means of keeping
silence as to
meterial circumstances, is invalid.
144. Guarantee on contract that creditor shall not act on it until
Where a person gives a guarantee upon a contract that the creditor
shall not act
upon it until another person has jointed in it as co-surety, the
guarantee is not valid that other person does not join.
145. Implied promise to indemnify surety -
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
146. Co-sureties liable to contribute equally -
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 contract,
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 debtor.
147. Liability of co-sureties bound in different sums -
Co-sureties who are bound in different sums are liable to pay
equally as far as the
limits of their respective obligations permit.
Chapter IX Of bailment
148. "Bailment", "bailor" and "bailee" defined -
A "bailment" is the delivery of goods by one person to another for
upon a contract that they shall, when the purpose is accomplished,
be returned or
otherwise disposed of according to the direction of the person
delivering them. The
person delivering the goods is called the "bailor". The person to
whom they are
delivered is called the "bailee".Explanation: If a person already
in possession of the goods of other contracts hold them as a
bailee, he thereby becomes the bailee, and the owner becomes the
bailor of such goods, although they may not have been delivered by
way of bailment.
149. Delivery to bailee how made -
The delivery to be bailee may be made by doing anything which has
the effect of
putting the goods in the possession of the intended bailee or of
authorised to hold them on his behalf.
150. Bailor's duty to disclose faults in goods bailed -
The bailor is bound to disclose to the bailee faults in the goods
bailed, of which the bailor is aware, and which materially
interfere with the use of them, or expose the bailee to
extraordinary risk; and if he does not make such disclosure, he
responsible for damage arising to the bailee directly from such
151. Care to be taken by bailee -
In all cases of bailment the bailee is bound to take as much care
of the goods bailed to him as a man of ordinary prudence would,
under similar circumstances, take of his own goods of the same
bulk, quantity and value as the goods bailed.
152. Bailee when not liable for loss, etc, of thing bailed -
The bailee, in the absence of any special contract, is not
responsible for the loss,
destruction or deterioration of the thing bailed, if he has taken
the amount of care of it described in section 151.
153. Termination of bailment by bailee's act inconsistent with
A contract of bailment is voidable at the option of the bailor, if
the bailee does any
act with regard to the foods bailed, inconsistent with the
conditions of the bailment.
154. Liability of bailee making unauthorised use of goods bailed
If the bailee makes any use of the goods bailed which is not
according to the
conditions of the bailment, he is liable to make compensation to
the bailor for any
damage arising to the goods from or during such use of them.
155. Effect of mixture with bailor's consent, of his goods with
If the bailee, with the consent of the bailor, mixes the goods of
the bailor with his
own goods, the bailor and the bailee shall have an interest, in
proportion to their
respective shares, in the mixture thus produced.
156. Effect of mixture, without bailor's consent, when the goods
If the bailee, without the consent of the bailor, mixes the goods
of the bailor with his own goods and the goods can be separated or
divided, the property in the goods remains in the parties
respectively; but the bailee is bound to be bear the expense of
separation or division, and any damage arising from the
157. Effect of mixture, without bailor's consent, when the goods
If the bailee, without the consent of the bailor, mixes the foods
of the bailor with his own goods in such a manner that it is
impossible to separate the goods bailed from the other goods, and
deliver them back, the bailor is entitled to be compensated by the
bailee for the loss of the goods.
158. Repayment, by bailor, of necessary expenses -
Where, by the conditions of the bailment, the goods are to be kept
or to be carried, or to have work done upon them by the bailee for
the bailor, and the bailee is to receive no remuneration, the
bailors shall repay to the bailee the necessary expenses incurred
by him for the purpose of the bailment.
159. Restoration of goods lent gratuitously -
The lender of a thing for use may at any time require its return,
if the loan was
gratuitous, even through he lent it for a specified time or
purpose. But if, on the faith of such loan made for a specified
time or purpose, the borrower has acted in such a manner that the
return of the thing lent before the time agreed upon would cause
him losses exceeding the benefit actually derived by him from the
loan, the lender must, if he compels the return. indemnify the
borrower for the amount in which the loss so occasioned exceeds the
benefits so derived.
160. Return of goods bailed, on expiration of time or a
It is the duty of the bailee to return, or deliver according to
the bailor's directions,
the goods bailed, without demand, as soon as the time for which
they were bailed
has expired, or the purpose for which they were bailed has been
161. Bailee's responsibility when goods are not duly returned
If by the fault of the bailee, the goods are not returned,
delivered or tendered at the proper time, he is responsible to the
bailor for any loss, destruction or deterioration of the goods from
162. Termination of gratuitous bailment by death -
A gratuitous bailment is terminated by the death either of the
bailor or of the bailee.
163. Bailer entitled to increase or profit from goods bailed -
In the absence of any contract to the contrary, the bailee is
bound to deliver to the
bailer, or according to his directions, any increase or profit
which may have accrued
from the goods bailed.
164. Bailor's responsibility to bailee -
The bailor is responsible to the bailee for any loss which the
bailee may sustain the reason that the bailor was not entitled to
make the bailment, or to receive back the goods, or to give
directions, respecting them.
165. Bailment by several joint owners -
If several joint owners of goods bail them, the bailee may deliver
them back to, or
according to the directions of, one joint owner without the
consent of all in the
absence of any agreement to the contrary.
166. Bailee not responsible on redelivery to bailor without title
If the bailor has no title to the goods, and the bailee, in good
faith, delivers them
back to, or according to the directions of the bailor, the bailee
is not responsible to
the owner in respect of such deliver.
167. Right of third person claiming goods bailed -
If a person, other than the bailor, claims goods bailed he may
apply to the court to stop delivery of the goods to the bailor, and
to decide the title to the goods.
168. Right to finder of goods may sue for specified reward offered
The finder of goods has no right to use the owner for compensation
for trouble and expense, voluntary incurred by him to preserve the
goods and to find out the owner; but he may retain the goods again
the owner until he receive such compensation; and where the owner
has offered a specific required for the return of goods lost, the
finder may sue for such reward, and may retain the goods until he
169. When finder of thing commonly on sale may sell it -
When thing which is commonly the subject of sale is lost, if the
owner cannot with
reasonable diligence be found, or if he refuses upon demand, to
pay the lawful
charges of the finder, the finder may sell it -
(1) when the thing is in danger of perishing or of losing the
greater part of its value, or
(2) when the lawful charges of the finder, in respect of the thing
found, amount to
two-thirds of its value.
170. Bailee's particular lien -
Where the bailee has, in accordance with the purpose of the
bailment, rendered any service involving the exercise of labour or
skill in respect of the goods bailed he has in the absence of a
contract to the contrary, a right to retain such goods until he
receives due remuneration for the services he has rendered in
respect of them.
171. General lien of bankers, factors, wharfinger, attorneys and
Bankers, factor, wharfingers, attorneys of a High Court and policy
brokers may, in
the absence of a contract to the contrary, retain as a security
for a general balance
of account, any goods bailed to them; but no other person have a
right retain, as a security for which balance, goods, bailed to
them, unless is an express contract to that effect.
172. "Pledge", "Pawnor", and "Pawnee" defined -
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 "pawnor". The bailee is called "pawnee".
173. Pawnee's right of retainer -
The pawnee may retain the goods pledged, not only for payment of
the debt or the performance of the promise, but for the interests
of the debt, and all necessary expenses incurred by him in respect
to the possession or for the preservation of the goods pledged.
174. Pawnee not to retain for debt or promise other than for which
pledged -presumption in case of subsequent advances -
The pawnee shall not, in the absence of a contract to that effect,
retain the goods
pledged for any debt or promise of other than the debtor 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.
175. Pawnee's right as to extraordinary expenses incurred -
The pawnee is entitled to receive from the pawnor extraordinary
by him for the preservation of the goods pledged.
176. Pawnee's right where pawnor makes default -
If the pawnor makes default in payment of the debt, or
performance, at the
stipulated time, or the promise, in respect of which the goods
were pledged, the
pawnee may bring as suit against the pawnor upon the debt or
promise, and retain
the goods pledged as a collateral security; or he may sell the
thing pledged, on
giving the pawnor reasonable notice of the sale.
If the proceeds of such sale are less than the amount due in
respect of the debt or promise, the pawnor is still liable to pay
the balance. If the proceeds of the sale are greater that the
amount so due, the pawnee shall pay over the surplus to the
177. Defaulting pawnor's right to redeem -
If a time is stipulated for the payment of the debt, or
performance of the promise,
for which the pledged 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 them; but he must, on that case, pay, in
addition, any expenses which have arisen from his default.
178. Pledge by mercantile agent -
Where a mercantile agent is, with the consent of the owner, in
possession of goods
or the documents 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
Explanation : In this section, the expression "mercantile agent"
and "documents of title" shall have the meanings assigned to them
in the Indian Sale of Goods Act, 1930 (3 of 1930).
178A. Pledge by person in possession under voidable contract -
When the pawnor has obtained possession of the other goods pledged
by him under a contract voidable under section 19 of section 19A,
but the contract has not been rescinded at the time of the pledge,
the pawnee acquired a goods title to the goods, provided he acts in
good faith and without notice of the pawnor's defect of title.
179. Pledge where pawnor has only a limited interest -
Where person pledges goods in which he has only a limited
interest, the pledge is
valid to the extent of that interest.
180. Suit by bailor or bailee against wrong-doer -
If a third person wrongfully deprives the bailee of the use of
possession of 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 has been
made; and either the bailor or the bailee may bring a suit against
a third person for such deprivation or injury.
181. Appointment of relief or compensation obtained by such suit
Whatever is obtained by way of relief of compensation in any such
suit shall, as
between the bailor and the bailee, be dealt with according to
Agency, Appointment and authority of agents
182. "Agent" and "principal" defined -
An "agent" is a person employed to do any act for another, or to
in dealing with third persons. The person for whom such act is
done, or who is so
represented, is called the "principal".
183. Who may employ agent -
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
184. Who may be 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 sound mind can
become an agent, so as to be responsible to the principal according
to the provisions in that behalf herein contained.
185. Consideration not necessary -
No consideration is necessary to create an agency;
186. Agent's authority may be expressed or implied -
The authority of an agent may be expressed or implied.
187. Definitions of express and implied -
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.
188. Extent of agent's authority -
An agent, having an authority to do an act, has authority do every
lawful thing which is necessary in order to do so such act.An agent
having an authority to carry on a business, has authority to do
every lawful thing necessary for the purpose, or usually done in
the course, of conducting such business.
189. Agent's authority in an emergency -
An agent has authority, in an emergency, to do all such acts for
the purpose of
protecting his principal from loss and would be done by a person
prudence, in his own case, under similar circumstances.
190. When agent cannot delegate -
An agent cannot lawful employ another to perform acts which he has
impliedly undertaken to perform personally, unless by the ordinary
custom of trade a sub-agent may, or, from the nature or agency, a
sub-agent must, be employed.
191. "Sub-agent" defined -
A "sub-agent" is a person employed by, and acting undue the
control of, the original agent in the business of the agency.
192. Representation of principal by sub-agent properly appointed
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.Agent's responsibility for sub-agent:
The agent is responsible to the principal for the acts of the
Sub-agent's responsibility: The sub-agent is responsible for his
acts to the
agent, but not to the principal, except in cases of fraud, or
193. Agent's responsibility for sub-agent appointed without
Where an agent, without having authority to do so, has appointed
to act as a sub-agent stands towards such person in the relation
of a principal to an agent, and is responsible for his act both to
the principal and to third person; the principal is not
represented, by or responsible for the acts of the person so
employed, nor is that person responsible to the principal.
194. Relation between principal and person duly appointed by agent
in business of agency -
When 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.
195. Agent's duty in naming such person -
In selecting such agent for his principal, an agent is bound to
exercise the same
amount of discretion as a man or ordinary prudence would exercise
in his own case; and, if he does this, he is not responsible to the
principal for the acts of negligence of the agent so selected.
196. Right of person as to acts done for him without his
authority, effect of
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 ratifies them, the same effects will follow
as if they had been performed by his authority.
197. Ratification may be expressed or implied -
Ratification may be expressed or may be implied in the conduct of
the person on
whose behalf the acts are done.
198. Knowledge requisite for valid ratification -
No valid ratification can be made by a person whose knowledge of
the facts of the
case is materially defective.
199. Effect of ratifying unauthorized act forming part of a
A person ratifying any unauthorized act done on his behalf
ratifies the whole of the
transaction of which such act formed a part.
200. Ratification of unauthorized act cannot injure third person
An act done by one person on behalf of another, without such other
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
201. Termination of Agency -
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
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
202. Termination of Agency, where agent has an interest in
Where the agent has himself an interest in the property which
forms the subjectmatter of the agency, the agency cannot, in the
absence of an express contract, be terminated to the prejudice of
203. When principal may revoke agent's authority -
The principal may, save as is otherwise provided by the last
revoke the authority given to his agent at any time before the
authority has been
exercised so as to bind the principal.
204. Revocation where authority has been partly exercised -
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.
205. Compensation for revocation by principal, or renunciation by
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
renunciation of the agency without sufficient cause.
206. Notice of revocation or renunciation -
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.
207. Revocation and Renunciation may be expressed or implied -
Revocation and renunciation may be expressed or may be implied in
the conduct of the principal or agent respectively.
208. When termination of agent's authority takes effect as to
agent, and as
to third persons -
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
209. Agent's duty on termination o agency by principal's death or
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.
210. Termination of Sub-agent's authority -
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.
211. Agent's duty in conducting principal's business -
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.
212. Skill and Diligence required from agent -
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.
213. Agent's accounts -
An agent is bound to render proper accounts to his principal on
214. Agent's duty of communicate with principal -
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
215. Right to principal when agent deals, on his own account, in
agency without principal's consent -
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
circumstances which have come to his own knowledge on the subject,
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.
216. Principal's right to benefit gained by agent dealing on his
in business of agency -
If an agent, without the knowledge of his principal, deals in the
business 6f 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
217. Agent's right of retainer out of sums received on principal's
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
remuneration as may be payable to him for acting as agent.
218 . Agent's duty to pay sums received for principal -
Subject to such deductions, the agent is bound to pay to his
principal all sums
received on his account.
219. When agent's remuneration becomes due -
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.
220. Agent not entitled to remuneration for business misconducted
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.
221. Agent's lien on principal property -
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.
222. Agent to be indemnified against consequences of lawful acts
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.
223. Agent to be indemnified against consequences of acts done in
good faith -
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 causes an
injury to the rights of third persons.
224. Non-Liability of employer of agent to do a Criminal Act -
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 act.
225. Compensation to agent for injury caused by principal's
The principal must make compensation to his agent in respect of
injury caused to
such agent by the principal's neglect or want of skill.
226. Enforcement and Consequences of agent's contracts -
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
consequences, as if the contracts had been entered into and the
acts done by the
principal in person.
227. Principal how far bound, when agent exceeds authority -
When an agent does more than he is authorised 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.
228. Principal not bound when excess of agent's authority is not
Where an agent does more than he is authorised to do, and what he
the scope of his authority cannot be separated from what is within
it, the principal is not bound to recognise the transaction.
229. Consequences of notice given to agent -
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
consequence as if it had been given to or obtained by the
230. Agent cannot personally enforce, nor be bound by, contracts
of principal -
In the absence of any contract to that effect, an agent cannot
contracts entered into by him on behalf of his principal, nor is
he personally bound
PRESUMPTION OF CONTRACT TO THE CONTRARY. -
Such a contract shall be presumed to exist in the following cases
(1) where the contract is made by an agent for the sale or
purchase of goods for a
merchant resident abroad;
(2) where the agent does not disclose the name of his principal;
(3) where the principal, though disclosed, cannot be sued.
231. Rights of Parties to a contract made by agent not disclosed
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 the principal.
If the principal discloses himself before the contract is
completed, the other
contracting party may refuse to fulfil the contract, if he can
show that, if he had
known who was the principal in the contract, or if he had known
that the agent was
not a principal, he would not have entered into the contract.
232. Performance of contract with agent supposed to be principal
Where one man makes a contract with another, neither knowing nor
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
233. Right of person dealing with agent personally liable -
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.
234. Consequence of Inducing agent or principal to act on belief
that principal or agent will be held exclusively 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
235. Liability of pretended agent -
A person untruly representing himself to be the authorised 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
236. Person falsely contracting as agent not entitled to
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.
237. Liability of principal inducing belief that agent's
were authorized -
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 act and obligations were within
the scope of the agent's authority.
238. Effect, on agreement, of misrepresentation or fraud by agent
Misrepresentations 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
Chapter XI Of partnership
239-266 [Rep. By the Indian Partnership Act, 1932 (9 OF 1932), SEC.
And Sch. II].
Sch. THE THE SCHEDULE Enactments repealed -
[Repealed by the Repealing and Amending Act, 1914 (10 of 1914) sec.
3 and Sch. II.