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Top Law Firms in Nigeria (info, career, intern, contact)

A Law firm is a business enterprise formed by one or more lawyers to render legal services to clients. The legal services rendered by a law firm signify the area of specialization of its incumbent lawyers.

In Nigeria, many law firms specialize in litigation, while others focus on corporate or commercial transactions. There are others, even, who may combine the aforementioned two.

Notably, there are numerous good law firms in Nigeria, contributing their quota to free flow of judicial and contractual dealings. What is business without the law? And what is the law without a lawyer?

Below are a few of the Law firms contributing massively in their areas of practice. This post supplies you with details got from their websites. For more information, feel free to contact them.

1. Aluko and Oyebode

Website: https://www.aluko-oyebode.com/

About

At Aluko & Oyebode, multi-national companies, local entrepreneurs and pro bono clients can expect the same level of world class legal services delivered with the highest ethical standards. As the largest full-service commercial law firm in Nigeria, we strive for excellence in everything we do. Clients come to us for our deep knowledge of Nigerian law as well as our breadth of international expertise – and an understanding of our clients’ industries that can only be borne of direct experience.

Founded in 1993, Aluko & Oyebode has over 80 attorneys in the major commercial centres of Nigeria – Lagos, Abuja and Port Harcourt.

Areas of Practice

Our practice areas encompass the full range of corporate and commercial legal services, including Banking; Capital Markets; Competition & Anti-Trust; Corporate Services; Governance, Risk and Compliance; Employment, Immigration and Incentives; Energy and Natural Resources; Financial Institutions Advisory; Infrastructure Finance and PPP; Intellectual Property; International Trade; Litigation, Dispute Resolution & Risk Management; etc.

Career

Open to LATERAL LAWYER CANDIDATES, LAW STUDENTS/INTERNSHIP PROGRAMMES, and PROFESSIONAL SERVICES STAFF.

We invite you to click on the link below to explore current open positions. Please submit your resume to: careers@aluko-oyebode.com. Your inquiry will be handled with the utmost confidentiality and professionalism. We look forward to hearing from you.

Current Opening: See: https://www.aluko-oyebode.com/careers/

Contact:

LAGOS

T +234 1 462 8360-71
F +44 207 681 3402

1, Murtala Muhammed Drive
(formerly Bank Road)
Ikoyi, Lagos, Nigeria

Postal Address:
P.O. Box 2293
Marina
Lagos, Nigeria

PORT HARCOURT

T +234 703 192 2607
F +44 207 681 3402

3rd Floor, Plot 173,
Sani Abacha Road
GRA Phase III, Port Harcourt
Rivers State, Nigeria

Postal Address:
P.O. Box 3932,
Trans Amadi Post Office
Trans Amadi
Port Harcourt, Nigeria

ABUJA

T +234 9 292 1083
F +44 207 681 3402

Afri Investment House
2nd Floor, Right Wing No. 50,
Aguiyi Ironsi Street
Maitama, Abuja

2. Banwo & Ighodalo

Website: https://www.banwo-ighodalo.com/

About:

Banwo & Ighodalo is structured as a partnership and is a fairly large-sized Nigerian firm, presently comprising, over Seventy (70) Solicitors. We undertake work for public and private companies, governments, Nigerian and foreign investors, financial institutions, foreign law firms and international consultancy firms. Our lawyers are often called upon to serve as resource persons at local and international seminars/workshops and as public and private sector office holders and advisers.

Practice areas:

We are consistently ranked as a leading Nigerian law firm in the areas of Capital Markets, Securities, Mergers & Acquisitions; Corporate Finance & Restructuring, Project Finance and Foreign Investment & Divestments and one of the top five law firms in Shipping, Aviation & International Trade, Energy & Natural Resources and Intellectual Property. We also have a tested and dependable track record in Commercial Litigation.

Career:

We have career opportunities for lawyers and skilled non-lawyers who embody passion, excellence, relationships, out-of-the-box thinking and enterprise. These are the values we hold dear at Banwo & Ighodalo.

Interested in joining us, but not sure where to start? You can also check out our people and practices to learn more. Click here to submit your details.

Internship:

B&I’s Internship Program is a four-week program, offering positions to exceptional students. The program entails immersion in our typical daily work; including trainings, presentations, and social events. Interns will be challenged to stretch themselves intellectually, gaining hands-on experience that will foster personal, professional and career development.

Contact:

48, Awolowo Road, South West Ikoyi, Lagos, Nigeria.
+23412520795; +234 8139841360; +234 8139841361;
+234 8139841362; +234 8139841363

Afri Investment House,
50 Aguiyi Ironsi Street, Maitama, Abuja
09-2912127

banwigho@banwo-ighodalo.com

3. Udo Udoma & Bello Osagie

Website: https://www.uubo.org/

About:

UUBO was founded by Senator Udoma Udo Udoma, as Udo Udoma & Co., in 1983. It has since evolved from its initial focus on oil and gas matters into a fifteen-partner, multi-specialisation full service firm geared to facilitate corporate and commercial business in Nigeria and Africa across its 19 practice areas.

The firm’s corporate practice is supported by a dedicated litigation and alternative dispute resolution team, and also by a company secretarial department, Alsec Nominees Limited, which provides a full range of company secretarial services.

Practice areas:

Our goal is to remain a preferred firm for facilitating corporate and commercial transactions and resolving disputes of every description in the rapidly changing world of Nigerian and African business and finance across our specialisations and practice areas.

Aviation, Intellectual Property, Banking and Finance, (Mergers, Acquisitions and Restructuring), Business Establishment and Cooperate Immigration, Mining, Capital Markets, Mining, Oil and Gas, Real Estate, Tax, Fintech, Dispute Resolution etc.

Careers

If you are interested in applying for an Associate or Senior Associate position with the firm, please submit a typed cover letter, resume or transcript to: recruitment@uubo.org

If your application meets our current hiring needs, we will contact you to schedule a preliminary interview. We would prefer that as a minimum qualification, applicants should have attained at least a Second Class degree both at University and at Law School, as we feel that this will enable them to assume fully the intellectual challenges of working with the firm.

Contact:

LAGOS OFFICE
St Nicholas House, (10th, 12th & 13th Floors),
Catholic Mission Street, Lagos,
Nigeria.

T: +234 1 2774920, 2774921, 2774922, 2719811, 2719812, 2719813
E: uubo@uubo.org
F: +234 1 4622311
W: www.uubo.org

PORT HARCOURT OFFICE
16, Khana Street, D-Line,
Port Harcourt, Rivers State,
Nigeria.

T: +234 (0) 9093710785
E: uubo@uubo.org
F: +234 1 4622311
W: www.uubo.org

Abia House, 2nd Floor,
Plot 979, 1st Avenue,
Off Ahmadu Bello Way,
Cadastral Zone A0,
Central Business District,
Federal Capital Territory Abuja,
Nigeria.

T: +234 9 2909151
E: uubo@uubo.org
F: +234 1 4622311
W: www.uubo.org

4. Olaniwun Ajayi LP

Website: https://www.olaniwunajayi.net/

About:

Olaniwun Ajayi has in nearly 60 years distinguished itself as the leading Nigerian commercial law firm. Here, we provide bespoke, client-focused services, and are driven by the need for excellence in all we do.

With a team of over 100 lawyers, including multiple Silks, and a broad range of service offerings across virtually all the sectors of the economy, we are able to assist our clients to navigate the complexities that may arise in their businesses and help achieve desired outcomes.

Practice area:

Over six decades, Olaniwun Ajayi has established a sterling reputation for a wide range of corporate, commercial and contentious work.

Our clients tap from the experience and expertise of our lawyers on complex transactions, high-stakes mergers and acquisitions, capital markets activities, intellectual property rights, regulatory compliance, tax issues, and virtually every other type of legal matter that can impact the modern business or institution.

Careers:

A career at Olaniwun Ajayi carries a few promises. You will not be bored. You will face problems you haven’t seen before. You’ll meet interesting and friendly people, and you’ll always work in teams. You’ll need to show an exceptional willingness to pitch in to get the job done.

If would like to join our Legal or Business Services team, please send your CV to us at recruitment@olaniwunajayi.net.

Contact:

Lagos: The Adunola, Plot L2, 401 Close,
Banana Island, Ikoyi, Lagos, Nigeria.

Abuja: 4th Floor Leadway House Plot 1061, Cadastral Avenue, Central Business District,
Abuja, Nigeria.

Portharcourt: Flat 5, BICS Suites, 25 Herbert Macaulay Street, Old GRA, Port Harcourt,
Nigeria.

LAWYERS@OLANIWUNAJAYI.NET
+234-1-270-2551, 0700-OLANIWUN
OLANIWUNLAWYERS@OLANIWUNAJAYI.NET

5. AELEX

Website: https://www.aelex.com/

About:

ǼLEX is a leading Commercial & Dispute Resolution law firm. We are one of the largest full-service law firms in West Africa with offices in Lagos, Port Harcourt and Abuja in Nigeria and Accra, Ghana.

Practice areas:

We provide legal services involving commercial practice areas that cover a broad spectrum of matters relating to Project Finance, Litigation & Arbitration, Oil & Gas, Agriculture, Capital Market & Securities Law, Power, Tax Law, International Trade Law, Securities Law, Energy & Infrastructure, Banking & Finance Law, Aviation & Maritime Law, Intellectual Property Law, Technology Law, Telecommunications Law, Media & Entertainment and Financial Technology.

Careers:

We are looking for lawyers with strong academic achievements, confident legal skills and excellent communication skills.

To apply for a position, please click here.

Secondary School and Undergraduate Internship

Considering a career in Law? Our internship programme provides just the right exposure to legal matters, legal research and client advisory that relates to our various practice areas.

To apply, click here.

Contact:

LAGOS

4th Floor, Marble House, 1 Kingsway Road, Falomo Ikoyi, Lagos, Nigeria.
Telephone: (+234-1) 4617321-3, 2793367-8, 7406533 (+234 703 413 6930),
Facsimile: (+234-1) 4617092
E-mail: lagos@aelex.com

ABUJA

4th Floor, Adamawa Plaza, Off Shehu Shagari Way, Central Business District, FCT Abuja.
Telephone: (+234) 705 029 1874; 806 931 3453
E-mail: abuja@aelex.com

PORT HARCOURT

2nd Floor, Right Wing UPDC Building, 26 Aba Road, Port Harcourt, Rivers State, Nigeria.
Telephone: (+234) 9033150806, 8113332825,
Facsimile: (+234-84) 464516
E-mail: portharcourt@aelex.com

ACCRA

Suite C, Casa Maria, 28 Angola Road, Kuku Hill
P.M.B CT 72, Cantonments, Accra, Ghana
Telephone: (+233-0302) 224846, 224824, 0508 976288, 0508 675958
Email: accra@aelex.com

6. Templars

Website: https://www.templars-law.com/

About:

Templars is a full service law firm with the know-­how to handle the legal needs of clients in Nigeria’s peculiar business environment.

With offices in the cosmopolitan cities of Lagos and Abuja, Templars is strategically placed to offer top quality legal services to our clients in the major economic hubs of the country.

Practice areas:

At Templars, we pride ourselves on our sector strengths which cover diverse areas of the law including Corporate and Commercial, Energy and Natural Resources, Telecommunications, Foreign Investment, Shipping and Maritime, Aviation, Taxation, Commercial Litigation, Alternative Dispute Resolution and Project Finance.

Careers:

We welcome applications from hardworking and self-motivated lawyers who want to be part of a leading law firm.  To apply, please send your CV and a covering letter to careers@templars-law.com.

Contact:

LAGOS OFFICE

Templars
The Octagon
13A, A. J. Marinho Drive
P.O. Box 72252

Victoria Island
Lagos, Nigeria +234 1 270 3982
+234 1 279 9396

Fax: +234 1 2712 810

ABUJA OFFICE

Templars6, Usuma CloseOff Gana Street
Maitama
Abuja FCT, Nigeria

+ 234 9 291 1760

 +234 1 271 2810

info@templars-law.com, communications@templars-law.com

7. SPA Ajibade & Co

Website: https://spaajibade.com/

About:

S.P.A. Ajibade & Co. is a leading Corporate and Commercial Law firm based in Nigeria. Established in 1967, it has been at the forefront of developments in commercial practice in Nigeria and has continuously rendered sound technical advice and tailored customer solutions to its local and international partners. To our clients, S.P.A. Ajibade & Co. is a reliable partner and trusted counsel in various transactions and dispute resolution processes. We see our duty to our client as that of not just providing excellent technical advice, but also providing solutions that address and enhance a client’s purpose and business objective.

Practice areas:

Dispute Resolution, Intellectual Property & Technology, Corporate Finance & Capital Markets, Corporate Governance & Company Secretarial Services, Real Estate & Succession, Taxation, Privacy & Data Protection, Energy & Natural Resources, Telecommunication.

Careers:

At S. P. A. Ajibade & Co., we are always interested in talented and motivated professionals who bring fresh ideas and creative solutions.

If you are interested in joining our dynamic team, please submit your application with your resume to hr@spaajibade.com.

NYSC

We take candidates under the National Youth Service Youth Corps (NYSC) as Trainees.

If you are interested in joining our dynamic team, please submit your application with your resume to hr@spaajibade.com.

Internship

Our internship programme is open to secondary school students, undergraduates and graduates who are interested in a career in the legal industry. Interns are introduced to practical aspects of law and law office management.

The internship periods run between one week and eight weeks. Our fixed period for longer-term internships must be undertaken between July – September of each year, whilst short term internships are on a rolling basis throughout the year.

Qualification:

High school students must have completed their first year in senior secondary school (or its equivalent), whilst undergraduates must be in good academic standing. An undergraduate must indicate his/her cumulative grade point average (CGPA) as at the end of his/her last semester.

Interested students or graduates should please submit applications with resumes not exceeding two pages to hr@spaajibade.com.

Contact:

Lagos Office

Suite 201, SPAACO House,
27A Macarthy Street, Onikan.
P. O. Box 80373, Lafiaji, Lagos.

+234 1 4605091; +234 1 2703009
Fax: +234 1 4605092

lagosoffice@spaajibade.com

Ibadan Office

Top Floor Suite, SPAACO House
138, Liberty Stadium Road
P. O. Box 151 Ibadan.

+234 2 7511717; +234 2 8721711

ibadanoffice@spaajibade.com

Abuja Office

Suite A312, Garki Mall
Plot 1580, Damaturu Crescent
Off Kabo Street, Garki II, FCT, Abuja.

 +234 909 481 9809

abujaoffice@spaajibade.com


There you have it! Some of the top law firms in Nigeria. There are more, many more.

Indian Contract Act 1872

Indian Contract Act 1872

Contract is a vital part of human association. It is an indispensable part of business. The Indian Contract Act 1872 dictates the law regulating the making as well as revocation of contracts in India. The act is applicable to all states in India. The Indian Contract Act consist of 266 sections.

Preamble to the Indian Contract Act

WHEREAS it is expedient to define and amend certain parts of the law relating to contracts;

It is hereby enacted as follows:—

Sections of the Indian Contract Act

PRELIMINARY

  1. Short title.
    Extent.
    Commencement.
    Saving.
  2. Interpretation-clause.

    CHAPTER I
    OF THE COMMUNICATION, ACCEPTANCE AND
    REVOCATION OF PROPOSALS
  3. Communication, acceptance and revocation of proposals.
  4. Communication when complete.
  5. Revocation of proposals and acceptances.
  6. Revocation how made.
  7. Acceptance must be absolute.
  8. Acceptance by performing conditions, or receiving consideration.
  9. Promises, express and implied.

    CHAPTER II
    OF CONTRACTS, VOIDABLE CONTRACTS AND VOID AGREEMENTS
  10. What agreements are contracts.
  11. Who are competent to contract.
  12. What is a sound mind for the purposes of contracting.
  13. “Consent” defined.
  14. “Free consent” defined.
  15. “Coercion” defined.
  16. “Undue influence” defined.
  17. “Fraud” defined.
  18. “Misrepresentation” defined.
  19. Voidability of agreements without free consent.

    19A. Power to set aside contract induced by undue influence.
  20. Agreement void where both parties are under mistake as to matter of fact.
  21. Effect of mistakes as to law.
  22. Contract caused by mistake of one party as to matter of fact.

    SECTIONS
  23. What considerations and objects are lawful, and what not.

    Void agreements
  24. Agreement void, if considerations and objects unlawful in part.
  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.
  26. Agreement in restraint of marriage, void.
  27. Agreement in restraint of trade, void.
    Saving of agreement not to carry on business of which good-will is sold.
  28. Agreements in restraint of legal proceeding void.
    Saving of contract to refer to arbitration dispute that may arise.
    Saving of contract to refer questions that have already arisen.
    Saving of a guarantee agreement of a bank or a financial institution.
  29. Agreements void for uncertainty.
  30. Agreements by way of wager, void.
    Exception in favour of certain prizes for horse-racing.
    Section 294A of the Indian Penal Code not affected.

    CHAPTER III
    OF CONTINGENT CONTRACTS
  31. “Contingent contract” defined.
  32. Enforcement of contracts contingent on an event happening.
  33. Enforcement of contracts contingent on an event not happening.
  34. When event on which contract is contingent to be deemed impossible, if it is the future conduct of a living person.
  35. When contracts become void which are contingent on happening of specified event within fixed time.
    When contracts may be enforced, which are contingent on specified event not happening within fixed time.
  36. Agreement contingent on impossible events void.

    CHAPTER IV
    OF THE PERFORMANCE OF CONTRACTS
    Contracts which must be performed
  37. Obligation of parties to contracts.
  38. Effect of refusal to accept offer of performance.
  39. Effect of refusal of party to perform promise wholly.
    By whom contracts must be performed
  40. Person by whom promise is to be performed.
  41. Effect of accepting performance from third person.

    SECTIONS
  42. Devolution of joint liabilities.
  43. Any one of joint promisors may be compelled to perform.
    Each promisor may compel contribution.
    Sharing of loss by default in contribution.
  44. Effect of release of one joint promisor.
  45. Devolution of joint rights.
    Time and place for performance
  46. Time for performance of promise, when no application is to be made and no time is specified.
  47. Time and place for performance of promise, where time is specified and no application to be made.
  48. Application for performance on certain day to be at proper time and place.
  49. Place for performance of promise, where no application to be made and no place fixed for performance.
  50. Performance in manner or at time prescribed or sanctioned by promise.
    Performance of reciprocal promises
  51. Promisor not bound to perform, unless reciprocal promisee ready and willing to perform.
  52. Order of performance of reciprocal promises.
  53. Liability of party preventing event on which the contract is to take effect.
  54. Effect of default as to that promise which should be first performed, in contract consisting of reciprocal promises.
  55. Effect of failure to perform at fixed time, in contract in which time is essential.
    Effect of such failure when time is not essential.
    Effect of acceptance of performance at time other than that agreed upon.
  56. Agreement to do impossible act.
    Contract to do an act afterwards becoming impossible or unlawful.
    Compensation for loss through non-performance of act known to be impossible or unlawful.
  57. Reciprocal promise to do things legal, and also other things illegal.
  58. Alternative promise, one branch being illegal.
    Appropriation of payments
  59. Application of payment where debt to be discharged is indicated.
  60. Application of payment where debt to be discharged is not indicated.
  61. Application of payment where neither party appropriates.
    Contracts which need not be performed

  62. Effect of novation, rescission, and alteration of contract.
  63. Promise may dispense with or remit performance of promise.
  64. Consequences of rescission of voidable contract.
  65. Obligation of person who has received advantage under void agreement, or contract that becomes void.
  66. Mode of communicating or revoking rescission of voidable contract.
  67. Effect of neglect of promisee to afford promisor reasonable facilities for performance.

    CHAPTER V
    OF CERTAIN RELATIONS RESEMBLING THOSE CREATED BY CONTRACT SECTIONS
  68. Claim for necessaries supplied to person incapable of contracting, or on his account.
  69. Reimbursement of person paying money due by another, in payment of which he is interested.
  70. Obligation of person enjoying benefit of non-gratuitous act.
  71. Responsibility of finder of goods.
  72. Liability of person to whom money is paid, or thing delivered, by mistake or under coercion.

    CHAPTER VI
    OF THE CONSEQUENCES OF BREACH OF CONTRACT
  73. Compensation for loss or damage caused by breach of contract.
    Compensation for failure to discharge obligation resembling those created by contract.
  74. Compensation for breach of contract where penalty stipulated for.
  75. Party rightfully rescinding contract, entitled to compensation.

    [CHAPTER VII SALE OF GOODS.] [Repealed.].
  76. [Repealed.].
  77. [Repealed.].
  78. [Repealed.].
  79. [Repealed.].
  80. [Repealed.].
  81. [Repealed.].
  82. [Repealed.].
  83. [Repealed.].
  84. [Repealed.].
  85. [Repealed.].
  86. [Repealed.].
  87. [Repealed.].
  88. [Repealed.].
  89. [Repealed.].
    [DELIVERY.] [Repealed.].
  90. [Repealed.].
  91. [Repealed.].
  92. [Repealed.].
  93. [Repealed.].
  94. [Repealed.]
    [SELLER’S LIEN.] [Repealed.].
  95. [Repealed.].
  96. [Repealed.].
  97. [Repealed.].
  98. [Repealed.].
    [STOPPAGE IN TRANSIT.] [Repealed.].
  99. [Repealed.].
  100. [Repealed.].
  101. [Repealed.].

    SECTIONS
  102. [Repealed.].
  103. [Repealed.].
  104. [Repealed.].
  105. [Repealed.].
  106. [Repealed.].
    [RESALE.] [Repealed.].
  107. [Repealed.].
    [TITLE.] [Repealed.].
  108. [Repealed.].
    [WARRANTY.] Repealed.].
  109. [Repealed.].
  110. [Repealed.].
  111. [Repealed.].
  112. [Repealed.].
  113. [Repealed.].
  114. [Repealed.].
  115. [Repealed.].
  116. [Repealed.].
  117. [Repealed.].
  118. [Repealed.].
    [MISCELLANEOUS.] [Repealed.].
  119. [Repealed.].
  120. [Repealed.].
  121. [Repealed.].
  122. [Repealed.].
  123. [Repealed.].

    CHAPTERVIII
    OF INDEMNITY AND GUARANTEE
  124. “Contract of indemnity” defined.
  125. Rights of indemnity-holder when sued.
  126. “Contract of guarantee”, “surety”, “principal debtor” and “creditor”.
  127. Consideration for guarantee.
  128. Surety‟s liability.
  129. “Continuing guarantee”.
  130. Revocation of continuing guarantee.
  131. Revocation of continuing guarantee by surety’s death.
  132. Liability of two persons, primarily liable, not affected by arrangement between them that one shall be surety on other’s default.
  133. Discharge of surety by variance in terms of contract.
  134. Discharge of surety by release or discharge of principal debtor.
  135. Discharge of surety when creditor compounds with, gives time to, or agrees not to sue, principal debtor.
  136. Surety not discharged when agreement made with third person to give time to principal debtor.
  137. Creditor’s forbearance to sue does not discharge surety.
    SECTIONS
  138. Release of one co-surety does not discharge others.
  139. Discharge of surety of creditor‟s act or omission impairing surety’s eventual remedy.
  140. Rights of surety on payment or performance.
  141. Surety‟s right to benefit of creditor‟s securities.
  142. Guarantee obtained by misrepresentation invalid.
  143. Guarantee obtained by concealment invalid.
  144. Guarantee on contract that creditor shall not act on it until co-surety joins.
  145. Implied promise to indemnify surety.
  146. Co-sureties liable to contribute equally.
  147. Liability of co-sureties bound in different sums.

    CHAPTER IX
    OF BAILMENT
  148. “Bailment”, “bailor” and “bailee” defined.
  149. Delivery to bailee how made.
  150. Bailor‟s duty to disclose faults in goods bailed.
  151. Care to be taken by bailee.
  152. Bailee when not liable for loss, etc., of thing bailed.
  153. Termination of bailment by bailee‟s act inconsistent with conditions.
  154. Liability of bailee making unauthorized use of goods bailed.
  155. Effect of mixture, with bailor‟s consent, of his goods with bailee‟s.
  156. Effect of mixture, without bailor‟s consent, when the good can be separated.
  157. Effect of mixture, without bailor‟s consent, when the goods cannot be separated.
  158. Repayment, by bailor, of necessary expenses.
  159. Restoration of goods lent gratuitously.
  160. Return of goods bailed, on expiration of time or accomplishment of purpose.
  161. Bailee‟s responsibility when goods are not duly returned.
  162. Termination of gratuitous bailment by death.
  163. Bailor entitled to increase or profit from goods bailed.
  164. Bailor‟s responsibility to bailee.
  165. Bailment by several joint owners.
  166. Bailee not responsible on re-delivery to bailor without title.
  167. Right of third person claiming goods bailed.
  168. Right of finder of goods.
    May sue for specific reward offered.
  169. When finder of thing commonly on sale may sell it.
  170. Bailee‟s particular lien.
  171. General lien of bankers, factors, wharfingers, attorneys and policy-brokers.
    Bailments of pledges
  172. “Pledge”, “Pawnor” and “Pawnee” defined.
  173. Pawnee‟s right of retainer.
    SECTIONS
  174. Pawnee not to retain for debt or promise other than that for which goods pledged.
    Presumption in case of subsequent advances.
  175. Pawnee‟s right as to extraordinary expenses incurred.
  176. Pawnee‟s right where pawnor makes default.
  177. Defaulting pawnor‟s right to redeem.
  178. Pledge by mercantile agent.

    178A. Pledge by person in possession under voidable contract.
  179. Pledge where pawnor has only a limited interest.
    Suits by bailees or bailors against wrong-doers
  180. Suit by bailor or bailee against wrong-doer.
  181. Apportionment of relief or compensation obtained by such suits.

    CHAPTER X
    AGENCY
    Appointment and authority of agents
  182. “Agent” and “principal” defined.
  183. Who may employ agent.
  184. Who may be an agent.
  185. Consideration not necessary.
  186. Agent‟s authority may be expressed or implied.
  187. Definitions of express and implied authority.
  188. Extent of agent‟s authority.
  189. Agent‟s authority in an emergency.
    Sub-agents
  190. When agent cannot delegate.
  191. “Sub-agent” defined.
  192. Representation of principal by sub-agent properly appointed.
    Agent‟s responsibility for sub-agent.
    Sub-agent‟s responsibility.
  193. Agent‟s responsibility for sub-agent appointed without authority.
  194. Relation between principal and person duly appointed by agent to act in business of agency.
  195. Agent‟s duty in naming such person.
    Ratification
  196. Right of person as to acts done for him without his authority.
    Effect of ratification.
  197. Ratification may be expressed or implied.
  198. Knowledge requisite for valid ratification.
  199. Effect of ratifying unauthorized act forming part of a transaction.
  200. Ratification of unauthorized act cannot injure third person.
    Revocation of authority
  201. Termination of agency.
  202. Termination of agency, where agent has an interest in subject-matter.
  203. When principal may revoke agent‟s authority.
  204. Revocation where authority has been partly exercised.
  205. Compensation for revocation by principal, or renunciation by agent.
  206. Notice of revocation or renunciation.
  207. Revocation and renunciation may be expressed or implied.
  208. When termination of agent‟s authority takes effect as to agent, and as to third persons.
  209. Agent‟s duty on termination of agency by principal‟s death or insanity.
  210. Termination of sub-agent‟s authority.
    Agent’s duty to principal
  211. Agent‟s duty in conducting principal‟s business.
  212. Skill and diligence required from agent.
  213. Agent‟s accounts.
  214. Agent‟s duty to communicate with principal.
  215. Right of principal when agent deals, on his own account, in business of agency without principal‟s consent.
  216. Principal‟s right to benefit gained by agent dealing on his own account in business of agency.
  217. Agent‟s right of retainer out of sums received on principal‟s account.
  218. Agent‟s duty to pay sums received for principal.
  219. When agent‟s remuneration becomes due.
  220. Agent not entitled to remuneration for business misconducted.
  221. Agent‟s lien on principal‟s property.
    Principal’s duty to agent
  222. Agent to be indemnified against consequences of lawful acts.
  223. Agent to be indemnified against consequences of acts done in good faith.
  224. Non-liability of employer of agent to do a criminal act.
  225. Compensation to agent for injury caused by principal‟s neglect.
    Effect of agency on contracts with third persons
  226. Enforcement and consequences of agent‟s contracts.
  227. Principal how far bound, when agent exceeds authority.
  228. Principal not bound when excess of agent‟s authority is not separable.
  229. Consequences of notice given to agent.
  230. Agent cannot personally enforce, nor be bound by, contracts on behalf of principal.
    Presumption of contract to contrary.
  231. Rights of parties to a contract made by agent not disclosed.
    _
  232. Performance of contract with agent supposed to be principal.
  233. Right of person dealing with agent personally liable.
    _
  234. Consequence of inducing agent or principal to act on belief that principal or agent will be held exclusively liable.
  235. Liability of pretended agent.
  236. Person falsely contracting as agent, not entitled to performance.
  237. Liability of principal inducing belief that agent‟s unauthorized acts were authorized.
  238. Effect, on agreement, of misrepresentation or fraud by agent.

    CHAPTER XI
    OF PARTNERSHIP
  239. [Repealed.].
  240. [Repealed.].
  241. [Repealed.].
  242. [Repealed.].
  243. [Repealed.].
  244. [Repealed.].
  245. [Repealed.].
  246. [Repealed.].
  247. [Repealed.].
  248. [Repealed.].
  249. [Repealed.].
  250. [Repealed.].
  251. [Repealed.].
  252. [Repealed.].
  253. [Repealed.].
  254. [Repealed.].
  255. [Repealed.].
  256. [Repealed.].
  257. [Repealed.].
  258. [Repealed.].
  259. [Repealed.].
  260. [Repealed.].
  261. [Repealed.].
  262. [Repealed.].
  263. [Repealed.].
  264. [Repealed.].
  265. [Repealed.].
  266. [Repealed.].
    SCHEDULE—[Repealed.].

Ultimate Guide to CAC Registration in Nigeria – Faith Adesiyan

CAC REGISTRATION IN NIGERIA

Want to know about CAC registrations in Nigeria? Company incorporation, Business name, TIN, Incorporated Trustee etc.? Stick with me!

We have recommended a verified lawyer for you.

The Corporate Affairs Commission (CAC) is an independent body. It is saddled with the responsibility of regulating the formation and management of companies, businesses, churches, mosques and non-governmental organizations.

Starting or developing business in a foreign land may be discouraging since you are not familiar with the way things are done there. But when it comes to Nigeria, the process is fairly straightforward. Entrepreneurs or investors find it very easy to set up their businesses or company in Nigeria as it requires little or no stress at all.

Follow this article to the end as it will help in enlightening you about CAC registration in Nigeria.

Company Registration

Here are the steps to registering a company in Nigeria.

1. Company Name

The first step to company registration is getting the name of your company registered with the corporate affairs commission. This commission will therefore help you to check if the name is available. But cases in which the name has already been in existence, confusing or includes words that are mostly used by government organizations, the name can be rejected.

However, submission of two names for your business can be advised just in case one has already been taken, the other will be available. This will save you from unnecessary stress and story that touches the heart.

2. Prepare the Memorandum Of Association (MOA)

Here, the involvement of a legal practitioner will be of great help. He/she is the best qualified person that can help in preparing your MOA (Memorandum Of Association) and other documents that has to do with the objectives of the company you intend to register.

He is expected to know the names of those who has shares in the company, Carry out thorough investigation on each shareholders or directors and be sure no one has any criminal record, must be of sound mind and must be above eighteen years of age. Each of them will then be properly inspected by the corporate affairs commission through the means of identification provided.

3. The Pre-registration Form

There’s a form you are required to fill by the CAC. In this form you will mention all important details about your company and submit it again to the commission together with all necessary documents.

This particular process can possibly be made easy by the lawyer in charge.

4. Filling fee and stamp duty payment

Before an applicant can get his/her Memorandum and Articles of Association with some of the incorporation forms stamped, he must make payment through a designated bank into the Federal Inland Revenue Services.

Then after the payment, the stamped forms and documents will be submitted to the corporate affairs commission.

The returning of the Certificate of Incorporation to the applicant may likely take up to six weeks from the date of submission.

5. Prepare the scanned copy of your documents

At this level, the signed scan copy of your pre- registration forms and documents mentioned in third step will be prepared and further uploaded online for processing. It can take the format below:

  • Form CAC1.1
  • MAA ( Memorandum and Articles of Association)
  • Identification forms of subscriber(s)/Director(s) and shareholder(s) recognized by CAC
  • Evidence of payments made to the corporate affairs commission.

6. Submission of the Original documents

The submission of the original documents is the final step to take in registering your company i.e you are to submit all the originals of the documents scanned in step v.

  • Requirements for company registration
  • Your lawyer’s statement of compliance
  • Necessary documents to register a company in Nigeria
  • Memorandum and Articles of Association
  • Evidence/receipt of your stamp duties payment
  • portfolios, particulars and list of the initial subscribers of your company
  • notice of your business registered address
  • The number of the members of your company may range between 2 to 50
  • The age of your company members must not be below 18 years of age
    Note, your company can’t be registered if any of your members are disqualified by CAMA or of unsound mind.

Business Name Registration

Business name registration entails the submission of your business name to the state so as to get it on their list of business names.

Reasons why you should get your business name registered with CAC

i. Registering your business name save you from losing your personal assets i.e your incorporated business is deemed by law to be a complete separate legal entity and by implication, you cannot not be held responsible for the debts owed by your business unless you had personally guaranteed the debt/loan. In other words, your personal assets can’t be seized to repay your company’s debt.

ii. The rapid growth and expansion of your business is dependent on the resources available. You can easily attract or raise money for your business from investors or government when your business name is registered. This shows the investors that you already have a formal structure in place as no one will be willing to invest in an unregistered business.

iii. The incorporation of your business gives it reputation and respect. It can also suggest that you business has reached a certain level of recognition and prominence. It also portrays your business as one with effective, efficient and responsible management and this automatically gives your clients or customers some sense of trust or certainty.

iv. Incorporation of your business gives it an unlimited life span i.e even the death of the owner or change in ownership of the business does no affect the continual existence of the business. The only circumstance under which the existence of a company can be affected is if it is formally shut down by the order of the law court. This claim proves a company to be a complete legal entity. In a nut shell, incorporation of business allows it to live longer than you and many generations.

v. Once you register your business with the Corporate Affairs Commission, you’re save from having any problem in the future regarding your business name because it’s the responsibility of the CAC to see to it that your business name is protected and cannot be used by any organization or company across the country. In other words, the incorporating your business make it distinct from other companies in Nigeria.

Here are the steps to register a business name with CAC:

  • Make a choice of your business name and check for it availability/ accessibility
  • Your pre- registration form must be filled properly
  • Your filling fee must be paid
  • All necessary documents must be ready for upload
  • Originals of your documents will be submitted to the CAC.

It’s worthy of note that having a business name is one of the most important thing in setting up a business. Even if you are not sure of the legal form you want to use, as long as you have a name in mind, register it. You can always change your mind when you have the full picture of the business, but the registration will protect your name from any unauthorized use.

TIN registration

Taxpayer Identification Number (TIN) is a unique number set aside or earmarked to identify an individual or company as an appropriate registered taxpayer in Nigeria.

The Nigeria law states that apart from incorporation with the Corporate Affairs Commission, every company is to register for tax purposes.

The following are steps to be taken in order to get your TIN registration done online:

Stage 1: visit the joint tax board portal.

Stage 2: input your date of birth

Stage 3: input your preferred search means either BVN, NIN or registered number.

Stage 4: input the digit of the search means you chose in the previous stage. For instance. If you chose NIN in stage 3: enter your NIN digit.

Stage 5: Verify that you are not a robot by clicking the reCAPTCHA box.

Stage 6: Click the search button to get your TIN

Church/Mosque/NGO

To start with, you need to make a choice of the name of the particular church, Mosque or NGO and be sure that the name you’ve chosen is accessible and has not been used by anyone.

Also bear in mind that you will be ask for the type of business. Since churches, mosques and non-governmental organizations fall under this category, you are expected to use incorporated trustees.

Secondly, you will set up a board of trustees that will stand in as shareholders/directors. This board of trustees are usually saddled with the responsibility of managing the administration of the church or mosque. They also monitors the church, mosques or NGO’s adherence to law and regulation.

More so, immediately the Corporate Affairs Commission (CAC) approve the chosen name, then the next line of action is to publish the approved name of the church or mosque in at least three(3) newspaper in the country. It is necessary that at least one out of the three newspaper must be somewhere close to the church or mosque area.
Lastly, one major question you will be asked is ‘what are the aims and objectives of the church, mosque or the NGO you are setting up’ so you must have the answers ready.

The members of the board of trustees are also expected to fill their forms correctly and be sure that all their personal information required are carefully included. Moreover, the application form is to be submitted with the following attachment:

– Two passport photographs of the board of trustees

– applicant letter

– Originals of the published newspaper

– 2 copies of the NGO’S Constitution

– memo of the meeting where the trustees were appointed and so on…

Conclusion

CAC Registration is an important legal requirement of setting up either businesses, churches, mosques or NGO. The truth is that, investors will only be interested in a well registered company. Therefore, for an entrepreneur to qualify for certain benefits either from investor or government, it has to be registered as a company.


Written by – Faith ADESIYAN

Faith Adesiyan is a phenomenal writer with over 3 years writing experience. She has written quite a number of poems, articles, and short write-ups. Her areas of specialized expertise include; spoken word, articles, and academic writing.
WhatsApp contact – 08163859839

Criminal Liability of Corporate Entities (Companies) in Nigeria – Inioluwa Olaposi

Criminal Liability of Corporate Entities in Nigeria and Other Jurisdictions

Previously at Common law, it was believed that corporate entities cannot be liable for criminal offences, because they lack any mental calculations for the satisfaction of mens rea, neither can they be subjected to imprisonment of corporal punishment. Corporate entities were only criminally liable for acts of nonfeasance. Later, it was extended to misfeasance acts.

However, presently under common law, corporate entities are liable for acts involving criminal liabilities with limitation to acts like assault, manslaughter, murder, and rape. According to Stephen Griffin in Griffith v. Strudebraker, (1924), “a corporate entity may not be convicted of murder or manslaughter as the sentence for that offence, namely, a mandatory penalty of death or life imprisonment respectively, is incapable of being imposed against an artificial entity.”

Also, Stable J. in Moore v. Brestlet ltd (1944) states as follows, “….perjury and offence which cannot be vicariously committed or bigamy…..offences of which murder is an example, where the only punishment the court can impose is corporal, the basis of which the exception rests being that the court will not stultify itself by embarking on a trial in which if a verdict of guilty is returned, no effective order by way of sentence can be made.”

Furthermore, in the words of Smith and Hogan (2002), “Since a corporation is a creature of law, it can only do such acts as it is legally empowered to do, so that any crime is necessarily ultra vires and the corporation having neither body nor mind, cannot perform the acts or form the intent which are prerequisite of criminal liability.”

The Nigerian legal system, as fashioned in line with the English system, adopts the common law position to the effect that corporations can be criminally liable but not for all offences.

It is noteworthy that it is difficult to say if the Criminal or Penal Code of Nigeria contains any explicit provision in relation to the process of enforcing criminal liability on corporate entities.

In Attorney-General (Eastern Nigeria) v. Amalgamated Press the court, per Ainley, CJ., stated that a company cannot be charged with an offence for which imprisonment is the only available punishment. However, there are only few punishments which are strictly fixed by law. Therefore, the court has applied the payment of a fine as an alternative in many cases. (Thus, in R v. Service Press Ltd, the court imposed a fine for the punishment of contempt of court, in place of imprisonment.)

See also: Corporate Liability in civil matters (Nigeria)

Statutory Liability

While the common law doctrines of vicarious liability and identification theory are applicable in Nigeria, the state of criminal liability of corporate entities is better approached from the standpoint of statutory liabilities.

There are many statutes in Nigeria, both of federal and state legislations, that impose liability on corporate entities. Such statutory-created offences are often strict liability offences – i.e. they allow the acquisition of criminal liability without the need to prove any fault on the part of the committer.

Such statutes include the Food and Drug Act; Standard Organization of Nigerian Act; Dangerous Drug Act, The Consumer Protection Council Act, The Environmental Sanitation Edict of Edo State, Oil in Navigable Waters Act, etc.

In such a way as analyzed by the facts under discussion, a company can be found guilty of a criminal offence in Nigeria. Therefore, in R v Zik Press (1947) a corporate entity was found guilty of an offence of contravening Section 51(1)(c) of the Nigerian Criminal Code Act. Similarly, in Mandilas & Karaberis v. COP (1958), a corporation was convicted of the offence of stealing by conversion under sections 390 and 383 of the Nigerian Criminal Code Act.

Other Jurisdictions

Nigeria is not alone in this imbroglio. Other jurisdictions are also providing ways of dealing with this challenge.

In the United Kingdom, companies are made liable for the offence of manslaughter associated with gross negligence through the promulgation of the Corporate Manslaughter and Corporate Homicide Act (CMCHA) 2007. Also, this act seeks to provide for the prosecution of companies when there are fatal consequences resulting from gross failure in the organization, particularly in relation to the management of health and safety.

The principle of criminal liability under the federal laws of the United States of America is based on the doctrine of respondeat superior or vicarious liability and aggregation doctrine. In United States v. Hilton Hotels Corporation, the court relied on the respondeat superior doctrine in arriving at its decision. This principle is such that the action of an employee – within the scope of his employment – is taken directly as that of the corporation. Therefore, the company is liable if the employee commits a crime.

Conclusion

Corporate crimes exist, and they are committed like ‘private’ crimes. The determination of liability of corporate entities is dependent on the available laws of any jurisdiction.

In the Nigerian scenario, it is difficult to affirm that the major statutes of criminal enquiries – i.e. the Criminal and Penal codes, contain any solution to the challenge of determining the culpability of companies in criminal matters. In the light of this, we must resort to particular statutory liabilities for such a determination.

However, it is recommended, in view of the prominent disasters including petroleum oil pipe and gas explosions, sea disasters, and collapsed buildings, that the Nigerian state should introduce an offence of corporate manslaughter, to ensure more preservation of lives and properties going forward.

Section 238 Indian Contract Act 1872 (Effect, on agreement, of misrepresentation or fraud by agent)

1. Short title. Extent. Commencement. Saving. 2. Interpretation-clause. 3. Communication, acceptance and revocation of proposals. 4. Communication when complete. 5. Revocation of proposals and acceptances 6. Revocation how made 7. Acceptance must be absolute. 8. Acceptance by performing conditions, or receiving consideration 9. Promises, express and implied. 10. What agreements are contracts. 11. Who are competent to contract. 12. What is a sound mind for the purposes of contracting. 13. “Consent” defined. 14. “Free consent” defined. 15. “Coercion” defined. 16. “Undue influence” defined. 17. “Fraud” defined. 18. “Misrepresentation” defined. 19. Voidability of agreements without free consent. 19A. Power to set aside contract induced by undue influence Agreement void where both parties are under mistake as to matter of fact 21. Effect of mistakes as to law. 22. Contract caused by mistake of one party as to matter of fact. 23. What considerations and objects are lawful, and what not 24. Agreement void, if considerations and objects unlawful in part 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. 26. Agreement in restraint of marriage, void. 27. Agreement in restraint of trade, void. Saving of agreement not to carry on business of which good-will is sold. 28. Agreements in restraint of legal proceeding void. Saving of contract to refer to arbitration dispute that may arise. Saving of contract to refer questions that have already arisen. Saving of a guarantee agreement of a bank or a financial institution. 29. Agreements void for uncertainty. 30. Agreements by way of wager, void. Exception in favour of certain prizes for horse-racing. Section 294A of the Indian Penal Code not affected. 31. “Contingent contract” defined 32. Enforcement of contracts contingent on an event happening 33. Enforcement of contracts contingent on an event not happening. 34. When event on which contract is contingent to be deemed impossible, if it is the future conduct of a living person. 35. When contracts become void which are contingent on happening of specified event within fixed time. When contracts may be enforced, which are contingent on specified event not happening within fixed time. 36. Agreement contingent on impossible events void. 37. Obligation of parties to contracts. 38. Effect of refusal to accept offer of performance. 39. Effect of refusal of party to perform promise wholly. 40. Person by whom promise is to be performed. 41. Effect of accepting performance from third person. 42. Devolution of joint liabilities. 43. Any one of joint promisors may be compelled to perform. Each promisor may compel contribution. Sharing of loss by default in contribution. 44. Effect of release of one joint promisor. 45. Devolution of joint rights. 46. Time for performance of promise, when no application is to be made and no time is specified. 47. Time and place for performance of promise, where time is specified and no application to be made. 48. Application for performance on certain day to be at proper time and place. 49. Place for performance of promise, where no application to be made and no place fixed for performance. 50. Performance in manner or at time prescribed or sanctioned by promise. 51. Promisor not bound to perform, unless reciprocal promisee ready and willing to perform. 52. Order of performance of reciprocal promises. 53. Liability of party preventing event on which the contract is to take effect. 54. Effect of default as to that promise which should be first performed, in contract consisting of reciprocal promises. 55. Effect of failure to perform at fixed time, in contract in which time is essential. Effect of such failure when time is not essential. Effect of acceptance of performance at time other than that agreed upon. 56. Agreement to do impossible act. Contract to do an act afterwards becoming impossible or unlawful. Compensation for loss through non-performance of act known to be impossible or unlawful. 57. Reciprocal promise to do things legal, and also other things illegal. 58. Alternative promise, one branch being illegal. 59. Application of payment where debt to be discharged is indicated. 60. Application of payment where debt to be discharged is not indicated. 61. Application of payment where neither party appropriates. 62. Effect of novation, rescission, and alteration of contract. 63. Promise may dispense with or remit performance of promise. 64. Consequences of rescission of voidable contract. 65. Obligation of person who has received advantage under void agreement, or contract that becomes void. 66. Mode of communicating or revoking rescission of voidable contract. 67. Effect of neglect of promisee to afford promisor reasonable facilities for performance. 68. Claim for necessaries supplied to person incapable of contracting, or on his account. 69. Reimbursement of person paying money due by another, in payment of which he is interested. 70. Obligation of person enjoying benefit of non-gratuitous act. 71. Responsibility of finder of goods. 72. Liability of person to whom money is paid, or thing delivered, by mistake or under coercion. 73. Compensation for loss or damage caused by breach of contract. Compensation for failure to discharge obligation resembling those created by contract. 74. Compensation for breach of contract where penalty stipulated for. 75. Party rightfully rescinding contract, entitled to compensation. Section 76-123 (Repealed) 124. “Contract of indemnity” defined. 125. Rights of indemnity-holder when sued. 126. “Contract of guarantee”, “surety”, “principal debtor” and “creditor”. 127. Consideration for guarantee. 128. Surety‟s liability. 129. “Continuing guarantee”. 130. Revocation of continuing guarantee. 131. Revocation of continuing guarantee by surety‟s death. 132. Liability of two persons, primarily liable, not affected by arrangement between them that one shall be surety on other‟s default. 133. Discharge of surety by variance in terms of contract. 134. Discharge of surety by release or discharge of principal debtor. 135. Discharge of surety when creditor compounds with, gives time to, or agrees not to sue, principal debtor 136. Surety not discharged when agreement made with third person to give time to principal debtor. 137. Creditor‟s forbearance to sue does not discharge surety. 138. Release of one co-surety does not discharge others. 139. Discharge of surety of creditor‟s act or omission impairing surety‟s eventual remedy. 140. Rights of surety on payment or performance. 141. Surety‟s right to benefit of creditor‟s securities. 142. Guarantee obtained by misrepresentation invalid. 143. Guarantee obtained by concealment invalid. 144. Guarantee on contract that creditor shall not act on it until co-surety joins. 145. Implied promise to indemnify surety. 146. Co-sureties liable to contribute equally. 147. Liability of co-sureties bound in different sums. 148. “Bailment”, “bailor” and “bailee” defined. 149. Delivery to bailee how made. 150. Bailor‟s duty to disclose faults in goods bailed. 151. Care to be taken by bailee. 152. Bailee when not liable for loss, etc., of thing bailed. 153. Termination of bailment by bailee‟s act inconsistent with conditions. 154. Liability of bailee making unauthorized use of goods bailed. 155. Effect of mixture, with bailor‟s consent, of his goods with bailee‟s. 156. Effect of mixture, without bailor‟s consent, when the good can be separated. 157. Effect of mixture, without bailor‟s consent, when the goods cannot be separated. 158. Repayment, by bailor, of necessary expenses. 159. Restoration of goods lent gratuitously. 160. Return of goods bailed, on expiration of time or accomplishment of purpose. 161. Bailee‟s responsibility when goods are not duly returned. 162. Termination of gratuitous bailment by death. 163. Bailor entitled to increase or profit from goods bailed. 164. Bailor‟s responsibility to bailee. 165. Bailment by several joint owners. 166. Bailee not responsible on re-delivery to bailor without title. 167. Right of third person claiming goods bailed. 168. Right of finder of goods. May sue for specific reward offered. 169. When finder of thing commonly on sale may sell it. 170. Bailee‟s particular lien. 171. General lien of bankers, factors, wharfingers, attorneys and policy-brokers. 172. “Pledge”, “Pawnor” and “Pawnee” defined. 173. Pawnee‟s right of retainer. 174. Pawnee not to retain for debt or promise other than that for which goods pledged. Presumption in case of subsequent advances. 175. Pawnee’s right as to extraordinary expenses incurred. 176. Pawnee’s right where pawnor makes default. 177. Defaulting pawnor’s right to redeem. 178. Pledge by mercantile agent. 178A. Pledge by person in possession under voidable contract. 179. Pledge where pawnor has only a limited interest. 180. Suit by bailor or bailee against wrong-doer. 181. Apportionment of relief or compensation obtained by such suits. 182. “Agent” and “principal” defined. 183. Who may employ agent. 184. Who may be an agent. 185. Consideration not necessary. 186. Agent‟s authority may be expressed or implied. 187. Definitions of express and implied authority. 188. Extent of agent‟s authority. 189. Agent‟s authority in an emergency. 190. When agent cannot delegate. 191. “Sub-agent” defined. 192. Representation of principal by sub-agent properly appointed. Agent‟s responsibility for sub-agent. Sub-agent‟s responsibility. 193. Agent‟s responsibility for sub-agent appointed without authority. 194. Relation between principal and person duly appointed by agent to act in business of agency. 195. Agent‟s duty in naming such person. 196. Right of person as to acts done for him without his authority. Effect of ratification. 197. Ratification may be expressed or implied. 198. Knowledge requisite for valid ratification. 199. Effect of ratifying unauthorized act forming part of a transaction. 200. Ratification of unauthorized act cannot injure third person. 201. Termination of agency. 202. Termination of agency, where agent has an interest in subject-matter. 203. When principal may revoke agent‟s authority. 204. Revocation where authority has been partly exercised. 205. Compensation for revocation by principal, or renunciation by agent. 206. Notice of revocation or renunciation. 207. Revocation and renunciation may be expressed or implied. 208. When termination of agent‟s authority takes effect as to agent, and as to third persons. 209. Agent‟s duty on termination of agency by principal‟s death or insanity. 210. Termination of sub-agent‟s authority. 211. Agent‟s duty in conducting principal‟s business. 212. Skill and diligence required from agent. 213. Agent‟s accounts. 214. Agent‟s duty to communicate with principal. 215. Right of principal when agent deals, on his own account, in business of agency without principal‟s consent. 216. Principal‟s right to benefit gained by agent dealing on his own account in business of agency. 217. Agent‟s right of retainer out of sums received on principal‟s account. 218. Agent‟s duty to pay sums received for principal. 219. When agent‟s remuneration becomes due. 220. Agent not entitled to remuneration for business misconducted. 221. Agent’s lien on principal’s property. 222. Agent to be indemnified against consequences of lawful acts. 223. Agent to be indemnified against consequences of acts done in good faith. 224. Non-liability of employer of agent to do a criminal act. 225. Compensation to agent for injury caused by principal’s neglect. 226. Enforcement and consequences of agent‟s contracts. 227. Principal how far bound, when agent exceeds authority. 228. Principal not bound when excess of agent‟s authority is not separable. 229. Consequences of notice given to agent. 230. Agent cannot personally enforce, nor be bound by, contracts on behalf of principal. Presumption of contract to contrary. 231. Rights of parties to a contract made by agent not disclosed. 232. Performance of contract with agent supposed to be principal. 233. Right of person dealing with agent personally liable. 234. Consequence of inducing agent or principal to act on belief that principal or agent will be held exclusively liable. 235. Liability of pretended agent. 236. Person falsely contracting as agent, not entitled to performance. 237. Liability of principal inducing belief that agent‟s unauthorized acts were authorized. 238. Effect, on agreement, of misrepresentation or fraud by agent. Section 239-266 (Repealed) SCHEDULE (Repealed)

Section 238 Indian Contract Act 1872

Section 238 of the Indian Contract Act 1872 is about Effect, on agreement, of misrepresentation or fraud by agent. It is under “Effect of agency on contracts with third persons” of CHAPTER X of the Act. CHAPTER X is titled AGENCY.

Effect, on agreement, of misrepresentation or fraud by agent

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.


Illustrations


(a) A, being B’s agent for the sale of goods, induces C to buy them by a misrepresentation, which he was not authorized by B to make. The contract is voidable, as between B and C, at the option of C.


(b) A, the captain of B’s ship, signs bills of lading without having received on board the goods mentioned therein. The bills of lading are void as between B and the pretended cosignor.


See also:

Section 237 Indian Contract Act 1872 (Liability of principal inducing belief that agent’s unauthorized acts were authorized)

Section 237 Indian Contract Act 1872 (Liability of pretended agent)

1. Short title. Extent. Commencement. Saving. 2. Interpretation-clause. 3. Communication, acceptance and revocation of proposals. 4. Communication when complete. 5. Revocation of proposals and acceptances 6. Revocation how made 7. Acceptance must be absolute. 8. Acceptance by performing conditions, or receiving consideration 9. Promises, express and implied. 10. What agreements are contracts. 11. Who are competent to contract. 12. What is a sound mind for the purposes of contracting. 13. “Consent” defined. 14. “Free consent” defined. 15. “Coercion” defined. 16. “Undue influence” defined. 17. “Fraud” defined. 18. “Misrepresentation” defined. 19. Voidability of agreements without free consent. 19A. Power to set aside contract induced by undue influence Agreement void where both parties are under mistake as to matter of fact 21. Effect of mistakes as to law. 22. Contract caused by mistake of one party as to matter of fact. 23. What considerations and objects are lawful, and what not 24. Agreement void, if considerations and objects unlawful in part 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. 26. Agreement in restraint of marriage, void. 27. Agreement in restraint of trade, void. Saving of agreement not to carry on business of which good-will is sold. 28. Agreements in restraint of legal proceeding void. Saving of contract to refer to arbitration dispute that may arise. Saving of contract to refer questions that have already arisen. Saving of a guarantee agreement of a bank or a financial institution. 29. Agreements void for uncertainty. 30. Agreements by way of wager, void. Exception in favour of certain prizes for horse-racing. Section 294A of the Indian Penal Code not affected. 31. “Contingent contract” defined 32. Enforcement of contracts contingent on an event happening 33. Enforcement of contracts contingent on an event not happening. 34. When event on which contract is contingent to be deemed impossible, if it is the future conduct of a living person. 35. When contracts become void which are contingent on happening of specified event within fixed time. When contracts may be enforced, which are contingent on specified event not happening within fixed time. 36. Agreement contingent on impossible events void. 37. Obligation of parties to contracts. 38. Effect of refusal to accept offer of performance. 39. Effect of refusal of party to perform promise wholly. 40. Person by whom promise is to be performed. 41. Effect of accepting performance from third person. 42. Devolution of joint liabilities. 43. Any one of joint promisors may be compelled to perform. Each promisor may compel contribution. Sharing of loss by default in contribution. 44. Effect of release of one joint promisor. 45. Devolution of joint rights. 46. Time for performance of promise, when no application is to be made and no time is specified. 47. Time and place for performance of promise, where time is specified and no application to be made. 48. Application for performance on certain day to be at proper time and place. 49. Place for performance of promise, where no application to be made and no place fixed for performance. 50. Performance in manner or at time prescribed or sanctioned by promise. 51. Promisor not bound to perform, unless reciprocal promisee ready and willing to perform. 52. Order of performance of reciprocal promises. 53. Liability of party preventing event on which the contract is to take effect. 54. Effect of default as to that promise which should be first performed, in contract consisting of reciprocal promises. 55. Effect of failure to perform at fixed time, in contract in which time is essential. Effect of such failure when time is not essential. Effect of acceptance of performance at time other than that agreed upon. 56. Agreement to do impossible act. Contract to do an act afterwards becoming impossible or unlawful. Compensation for loss through non-performance of act known to be impossible or unlawful. 57. Reciprocal promise to do things legal, and also other things illegal. 58. Alternative promise, one branch being illegal. 59. Application of payment where debt to be discharged is indicated. 60. Application of payment where debt to be discharged is not indicated. 61. Application of payment where neither party appropriates. 62. Effect of novation, rescission, and alteration of contract. 63. Promise may dispense with or remit performance of promise. 64. Consequences of rescission of voidable contract. 65. Obligation of person who has received advantage under void agreement, or contract that becomes void. 66. Mode of communicating or revoking rescission of voidable contract. 67. Effect of neglect of promisee to afford promisor reasonable facilities for performance. 68. Claim for necessaries supplied to person incapable of contracting, or on his account. 69. Reimbursement of person paying money due by another, in payment of which he is interested. 70. Obligation of person enjoying benefit of non-gratuitous act. 71. Responsibility of finder of goods. 72. Liability of person to whom money is paid, or thing delivered, by mistake or under coercion. 73. Compensation for loss or damage caused by breach of contract. Compensation for failure to discharge obligation resembling those created by contract. 74. Compensation for breach of contract where penalty stipulated for. 75. Party rightfully rescinding contract, entitled to compensation. Section 76-123 (Repealed) 124. “Contract of indemnity” defined. 125. Rights of indemnity-holder when sued. 126. “Contract of guarantee”, “surety”, “principal debtor” and “creditor”. 127. Consideration for guarantee. 128. Surety‟s liability. 129. “Continuing guarantee”. 130. Revocation of continuing guarantee. 131. Revocation of continuing guarantee by surety‟s death. 132. Liability of two persons, primarily liable, not affected by arrangement between them that one shall be surety on other‟s default. 133. Discharge of surety by variance in terms of contract. 134. Discharge of surety by release or discharge of principal debtor. 135. Discharge of surety when creditor compounds with, gives time to, or agrees not to sue, principal debtor 136. Surety not discharged when agreement made with third person to give time to principal debtor. 137. Creditor‟s forbearance to sue does not discharge surety. 138. Release of one co-surety does not discharge others. 139. Discharge of surety of creditor‟s act or omission impairing surety‟s eventual remedy. 140. Rights of surety on payment or performance. 141. Surety‟s right to benefit of creditor‟s securities. 142. Guarantee obtained by misrepresentation invalid. 143. Guarantee obtained by concealment invalid. 144. Guarantee on contract that creditor shall not act on it until co-surety joins. 145. Implied promise to indemnify surety. 146. Co-sureties liable to contribute equally. 147. Liability of co-sureties bound in different sums. 148. “Bailment”, “bailor” and “bailee” defined. 149. Delivery to bailee how made. 150. Bailor‟s duty to disclose faults in goods bailed. 151. Care to be taken by bailee. 152. Bailee when not liable for loss, etc., of thing bailed. 153. Termination of bailment by bailee‟s act inconsistent with conditions. 154. Liability of bailee making unauthorized use of goods bailed. 155. Effect of mixture, with bailor‟s consent, of his goods with bailee‟s. 156. Effect of mixture, without bailor‟s consent, when the good can be separated. 157. Effect of mixture, without bailor‟s consent, when the goods cannot be separated. 158. Repayment, by bailor, of necessary expenses. 159. Restoration of goods lent gratuitously. 160. Return of goods bailed, on expiration of time or accomplishment of purpose. 161. Bailee‟s responsibility when goods are not duly returned. 162. Termination of gratuitous bailment by death. 163. Bailor entitled to increase or profit from goods bailed. 164. Bailor‟s responsibility to bailee. 165. Bailment by several joint owners. 166. Bailee not responsible on re-delivery to bailor without title. 167. Right of third person claiming goods bailed. 168. Right of finder of goods. May sue for specific reward offered. 169. When finder of thing commonly on sale may sell it. 170. Bailee‟s particular lien. 171. General lien of bankers, factors, wharfingers, attorneys and policy-brokers. 172. “Pledge”, “Pawnor” and “Pawnee” defined. 173. Pawnee‟s right of retainer. 174. Pawnee not to retain for debt or promise other than that for which goods pledged. Presumption in case of subsequent advances. 175. Pawnee’s right as to extraordinary expenses incurred. 176. Pawnee’s right where pawnor makes default. 177. Defaulting pawnor’s right to redeem. 178. Pledge by mercantile agent. 178A. Pledge by person in possession under voidable contract. 179. Pledge where pawnor has only a limited interest. 180. Suit by bailor or bailee against wrong-doer. 181. Apportionment of relief or compensation obtained by such suits. 182. “Agent” and “principal” defined. 183. Who may employ agent. 184. Who may be an agent. 185. Consideration not necessary. 186. Agent‟s authority may be expressed or implied. 187. Definitions of express and implied authority. 188. Extent of agent‟s authority. 189. Agent‟s authority in an emergency. 190. When agent cannot delegate. 191. “Sub-agent” defined. 192. Representation of principal by sub-agent properly appointed. Agent‟s responsibility for sub-agent. Sub-agent‟s responsibility. 193. Agent‟s responsibility for sub-agent appointed without authority. 194. Relation between principal and person duly appointed by agent to act in business of agency. 195. Agent‟s duty in naming such person. 196. Right of person as to acts done for him without his authority. Effect of ratification. 197. Ratification may be expressed or implied. 198. Knowledge requisite for valid ratification. 199. Effect of ratifying unauthorized act forming part of a transaction. 200. Ratification of unauthorized act cannot injure third person. 201. Termination of agency. 202. Termination of agency, where agent has an interest in subject-matter. 203. When principal may revoke agent‟s authority. 204. Revocation where authority has been partly exercised. 205. Compensation for revocation by principal, or renunciation by agent. 206. Notice of revocation or renunciation. 207. Revocation and renunciation may be expressed or implied. 208. When termination of agent‟s authority takes effect as to agent, and as to third persons. 209. Agent‟s duty on termination of agency by principal‟s death or insanity. 210. Termination of sub-agent‟s authority. 211. Agent‟s duty in conducting principal‟s business. 212. Skill and diligence required from agent. 213. Agent‟s accounts. 214. Agent‟s duty to communicate with principal. 215. Right of principal when agent deals, on his own account, in business of agency without principal‟s consent. 216. Principal‟s right to benefit gained by agent dealing on his own account in business of agency. 217. Agent‟s right of retainer out of sums received on principal‟s account. 218. Agent‟s duty to pay sums received for principal. 219. When agent‟s remuneration becomes due. 220. Agent not entitled to remuneration for business misconducted. 221. Agent’s lien on principal’s property. 222. Agent to be indemnified against consequences of lawful acts. 223. Agent to be indemnified against consequences of acts done in good faith. 224. Non-liability of employer of agent to do a criminal act. 225. Compensation to agent for injury caused by principal’s neglect. 226. Enforcement and consequences of agent‟s contracts. 227. Principal how far bound, when agent exceeds authority. 228. Principal not bound when excess of agent‟s authority is not separable. 229. Consequences of notice given to agent. 230. Agent cannot personally enforce, nor be bound by, contracts on behalf of principal. Presumption of contract to contrary. 231. Rights of parties to a contract made by agent not disclosed. 232. Performance of contract with agent supposed to be principal. 233. Right of person dealing with agent personally liable. 234. Consequence of inducing agent or principal to act on belief that principal or agent will be held exclusively liable. 235. Liability of pretended agent. 236. Person falsely contracting as agent, not entitled to performance. 237. Liability of principal inducing belief that agent‟s unauthorized acts were authorized. 238. Effect, on agreement, of misrepresentation or fraud by agent. Section 239-266 (Repealed) SCHEDULE (Repealed)

Section 237 Indian Contract Act 1872

Section 237 of the Indian Contract Act 1872 is about Liability of principal inducing belief that agent’s unauthorized acts were authorized. It is under “Effect of agency on contracts with third persons” of CHAPTER X of the Act. CHAPTER X is titled AGENCY.

 Liability of principal inducing belief that agent’s unauthorized acts 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 acts and obligations were within the scope of the agent’s authority.


Illustrations


(a) A consigns goods to B for sale, and gives him instructions not to sell under a fixed price. C, being ignorant of Bs instructions, enters into a contract with B to buy the goods at a price lower than the reserved price. A is bound by the contract.


(b) A entrusts B with negotiable instruments endorsed in blank. B sells them to C in violation of private orders from A. The sale is good.


See also:

Section 236 Indian Contract Act 1872 (Person falsely contracting as agent, not entitled to performance)

Section 236 Indian Contract Act 1872 (Liability of pretended agent)

1. Short title. Extent. Commencement. Saving. 2. Interpretation-clause. 3. Communication, acceptance and revocation of proposals. 4. Communication when complete. 5. Revocation of proposals and acceptances 6. Revocation how made 7. Acceptance must be absolute. 8. Acceptance by performing conditions, or receiving consideration 9. Promises, express and implied. 10. What agreements are contracts. 11. Who are competent to contract. 12. What is a sound mind for the purposes of contracting. 13. “Consent” defined. 14. “Free consent” defined. 15. “Coercion” defined. 16. “Undue influence” defined. 17. “Fraud” defined. 18. “Misrepresentation” defined. 19. Voidability of agreements without free consent. 19A. Power to set aside contract induced by undue influence Agreement void where both parties are under mistake as to matter of fact 21. Effect of mistakes as to law. 22. Contract caused by mistake of one party as to matter of fact. 23. What considerations and objects are lawful, and what not 24. Agreement void, if considerations and objects unlawful in part 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. 26. Agreement in restraint of marriage, void. 27. Agreement in restraint of trade, void. Saving of agreement not to carry on business of which good-will is sold. 28. Agreements in restraint of legal proceeding void. Saving of contract to refer to arbitration dispute that may arise. Saving of contract to refer questions that have already arisen. Saving of a guarantee agreement of a bank or a financial institution. 29. Agreements void for uncertainty. 30. Agreements by way of wager, void. Exception in favour of certain prizes for horse-racing. Section 294A of the Indian Penal Code not affected. 31. “Contingent contract” defined 32. Enforcement of contracts contingent on an event happening 33. Enforcement of contracts contingent on an event not happening. 34. When event on which contract is contingent to be deemed impossible, if it is the future conduct of a living person. 35. When contracts become void which are contingent on happening of specified event within fixed time. When contracts may be enforced, which are contingent on specified event not happening within fixed time. 36. Agreement contingent on impossible events void. 37. Obligation of parties to contracts. 38. Effect of refusal to accept offer of performance. 39. Effect of refusal of party to perform promise wholly. 40. Person by whom promise is to be performed. 41. Effect of accepting performance from third person. 42. Devolution of joint liabilities. 43. Any one of joint promisors may be compelled to perform. Each promisor may compel contribution. Sharing of loss by default in contribution. 44. Effect of release of one joint promisor. 45. Devolution of joint rights. 46. Time for performance of promise, when no application is to be made and no time is specified. 47. Time and place for performance of promise, where time is specified and no application to be made. 48. Application for performance on certain day to be at proper time and place. 49. Place for performance of promise, where no application to be made and no place fixed for performance. 50. Performance in manner or at time prescribed or sanctioned by promise. 51. Promisor not bound to perform, unless reciprocal promisee ready and willing to perform. 52. Order of performance of reciprocal promises. 53. Liability of party preventing event on which the contract is to take effect. 54. Effect of default as to that promise which should be first performed, in contract consisting of reciprocal promises. 55. Effect of failure to perform at fixed time, in contract in which time is essential. Effect of such failure when time is not essential. Effect of acceptance of performance at time other than that agreed upon. 56. Agreement to do impossible act. Contract to do an act afterwards becoming impossible or unlawful. Compensation for loss through non-performance of act known to be impossible or unlawful. 57. Reciprocal promise to do things legal, and also other things illegal. 58. Alternative promise, one branch being illegal. 59. Application of payment where debt to be discharged is indicated. 60. Application of payment where debt to be discharged is not indicated. 61. Application of payment where neither party appropriates. 62. Effect of novation, rescission, and alteration of contract. 63. Promise may dispense with or remit performance of promise. 64. Consequences of rescission of voidable contract. 65. Obligation of person who has received advantage under void agreement, or contract that becomes void. 66. Mode of communicating or revoking rescission of voidable contract. 67. Effect of neglect of promisee to afford promisor reasonable facilities for performance. 68. Claim for necessaries supplied to person incapable of contracting, or on his account. 69. Reimbursement of person paying money due by another, in payment of which he is interested. 70. Obligation of person enjoying benefit of non-gratuitous act. 71. Responsibility of finder of goods. 72. Liability of person to whom money is paid, or thing delivered, by mistake or under coercion. 73. Compensation for loss or damage caused by breach of contract. Compensation for failure to discharge obligation resembling those created by contract. 74. Compensation for breach of contract where penalty stipulated for. 75. Party rightfully rescinding contract, entitled to compensation. Section 76-123 (Repealed) 124. “Contract of indemnity” defined. 125. Rights of indemnity-holder when sued. 126. “Contract of guarantee”, “surety”, “principal debtor” and “creditor”. 127. Consideration for guarantee. 128. Surety‟s liability. 129. “Continuing guarantee”. 130. Revocation of continuing guarantee. 131. Revocation of continuing guarantee by surety‟s death. 132. Liability of two persons, primarily liable, not affected by arrangement between them that one shall be surety on other‟s default. 133. Discharge of surety by variance in terms of contract. 134. Discharge of surety by release or discharge of principal debtor. 135. Discharge of surety when creditor compounds with, gives time to, or agrees not to sue, principal debtor 136. Surety not discharged when agreement made with third person to give time to principal debtor. 137. Creditor‟s forbearance to sue does not discharge surety. 138. Release of one co-surety does not discharge others. 139. Discharge of surety of creditor‟s act or omission impairing surety‟s eventual remedy. 140. Rights of surety on payment or performance. 141. Surety‟s right to benefit of creditor‟s securities. 142. Guarantee obtained by misrepresentation invalid. 143. Guarantee obtained by concealment invalid. 144. Guarantee on contract that creditor shall not act on it until co-surety joins. 145. Implied promise to indemnify surety. 146. Co-sureties liable to contribute equally. 147. Liability of co-sureties bound in different sums. 148. “Bailment”, “bailor” and “bailee” defined. 149. Delivery to bailee how made. 150. Bailor‟s duty to disclose faults in goods bailed. 151. Care to be taken by bailee. 152. Bailee when not liable for loss, etc., of thing bailed. 153. Termination of bailment by bailee‟s act inconsistent with conditions. 154. Liability of bailee making unauthorized use of goods bailed. 155. Effect of mixture, with bailor‟s consent, of his goods with bailee‟s. 156. Effect of mixture, without bailor‟s consent, when the good can be separated. 157. Effect of mixture, without bailor‟s consent, when the goods cannot be separated. 158. Repayment, by bailor, of necessary expenses. 159. Restoration of goods lent gratuitously. 160. Return of goods bailed, on expiration of time or accomplishment of purpose. 161. Bailee‟s responsibility when goods are not duly returned. 162. Termination of gratuitous bailment by death. 163. Bailor entitled to increase or profit from goods bailed. 164. Bailor‟s responsibility to bailee. 165. Bailment by several joint owners. 166. Bailee not responsible on re-delivery to bailor without title. 167. Right of third person claiming goods bailed. 168. Right of finder of goods. May sue for specific reward offered. 169. When finder of thing commonly on sale may sell it. 170. Bailee‟s particular lien. 171. General lien of bankers, factors, wharfingers, attorneys and policy-brokers. 172. “Pledge”, “Pawnor” and “Pawnee” defined. 173. Pawnee‟s right of retainer. 174. Pawnee not to retain for debt or promise other than that for which goods pledged. Presumption in case of subsequent advances. 175. Pawnee’s right as to extraordinary expenses incurred. 176. Pawnee’s right where pawnor makes default. 177. Defaulting pawnor’s right to redeem. 178. Pledge by mercantile agent. 178A. Pledge by person in possession under voidable contract. 179. Pledge where pawnor has only a limited interest. 180. Suit by bailor or bailee against wrong-doer. 181. Apportionment of relief or compensation obtained by such suits. 182. “Agent” and “principal” defined. 183. Who may employ agent. 184. Who may be an agent. 185. Consideration not necessary. 186. Agent‟s authority may be expressed or implied. 187. Definitions of express and implied authority. 188. Extent of agent‟s authority. 189. Agent‟s authority in an emergency. 190. When agent cannot delegate. 191. “Sub-agent” defined. 192. Representation of principal by sub-agent properly appointed. Agent‟s responsibility for sub-agent. Sub-agent‟s responsibility. 193. Agent‟s responsibility for sub-agent appointed without authority. 194. Relation between principal and person duly appointed by agent to act in business of agency. 195. Agent‟s duty in naming such person. 196. Right of person as to acts done for him without his authority. Effect of ratification. 197. Ratification may be expressed or implied. 198. Knowledge requisite for valid ratification. 199. Effect of ratifying unauthorized act forming part of a transaction. 200. Ratification of unauthorized act cannot injure third person. 201. Termination of agency. 202. Termination of agency, where agent has an interest in subject-matter. 203. When principal may revoke agent‟s authority. 204. Revocation where authority has been partly exercised. 205. Compensation for revocation by principal, or renunciation by agent. 206. Notice of revocation or renunciation. 207. Revocation and renunciation may be expressed or implied. 208. When termination of agent‟s authority takes effect as to agent, and as to third persons. 209. Agent‟s duty on termination of agency by principal‟s death or insanity. 210. Termination of sub-agent‟s authority. 211. Agent‟s duty in conducting principal‟s business. 212. Skill and diligence required from agent. 213. Agent‟s accounts. 214. Agent‟s duty to communicate with principal. 215. Right of principal when agent deals, on his own account, in business of agency without principal‟s consent. 216. Principal‟s right to benefit gained by agent dealing on his own account in business of agency. 217. Agent‟s right of retainer out of sums received on principal‟s account. 218. Agent‟s duty to pay sums received for principal. 219. When agent‟s remuneration becomes due. 220. Agent not entitled to remuneration for business misconducted. 221. Agent’s lien on principal’s property. 222. Agent to be indemnified against consequences of lawful acts. 223. Agent to be indemnified against consequences of acts done in good faith. 224. Non-liability of employer of agent to do a criminal act. 225. Compensation to agent for injury caused by principal’s neglect. 226. Enforcement and consequences of agent‟s contracts. 227. Principal how far bound, when agent exceeds authority. 228. Principal not bound when excess of agent‟s authority is not separable. 229. Consequences of notice given to agent. 230. Agent cannot personally enforce, nor be bound by, contracts on behalf of principal. Presumption of contract to contrary. 231. Rights of parties to a contract made by agent not disclosed. 232. Performance of contract with agent supposed to be principal. 233. Right of person dealing with agent personally liable. 234. Consequence of inducing agent or principal to act on belief that principal or agent will be held exclusively liable. 235. Liability of pretended agent. 236. Person falsely contracting as agent, not entitled to performance. 237. Liability of principal inducing belief that agent‟s unauthorized acts were authorized. 238. Effect, on agreement, of misrepresentation or fraud by agent. Section 239-266 (Repealed) SCHEDULE (Repealed)

Section 236 Indian Contract Act 1872

Section 236 of the Indian Contract Act 1872 is about Person falsely contracting as agent, not entitled to performance. It is under “Effect of agency on contracts with third persons” of CHAPTER X of the Act. CHAPTER X is titled AGENCY.

Person falsely contracting as agent, not entitled to performance

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.


See also:

Section 235 Indian Contract Act 1872 (Liability of pretended agent)

Section 235 Indian Contract Act 1872 (Liability of pretended agent)

1. Short title. Extent. Commencement. Saving. 2. Interpretation-clause. 3. Communication, acceptance and revocation of proposals. 4. Communication when complete. 5. Revocation of proposals and acceptances 6. Revocation how made 7. Acceptance must be absolute. 8. Acceptance by performing conditions, or receiving consideration 9. Promises, express and implied. 10. What agreements are contracts. 11. Who are competent to contract. 12. What is a sound mind for the purposes of contracting. 13. “Consent” defined. 14. “Free consent” defined. 15. “Coercion” defined. 16. “Undue influence” defined. 17. “Fraud” defined. 18. “Misrepresentation” defined. 19. Voidability of agreements without free consent. 19A. Power to set aside contract induced by undue influence Agreement void where both parties are under mistake as to matter of fact 21. Effect of mistakes as to law. 22. Contract caused by mistake of one party as to matter of fact. 23. What considerations and objects are lawful, and what not 24. Agreement void, if considerations and objects unlawful in part 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. 26. Agreement in restraint of marriage, void. 27. Agreement in restraint of trade, void. Saving of agreement not to carry on business of which good-will is sold. 28. Agreements in restraint of legal proceeding void. Saving of contract to refer to arbitration dispute that may arise. Saving of contract to refer questions that have already arisen. Saving of a guarantee agreement of a bank or a financial institution. 29. Agreements void for uncertainty. 30. Agreements by way of wager, void. Exception in favour of certain prizes for horse-racing. Section 294A of the Indian Penal Code not affected. 31. “Contingent contract” defined 32. Enforcement of contracts contingent on an event happening 33. Enforcement of contracts contingent on an event not happening. 34. When event on which contract is contingent to be deemed impossible, if it is the future conduct of a living person. 35. When contracts become void which are contingent on happening of specified event within fixed time. When contracts may be enforced, which are contingent on specified event not happening within fixed time. 36. Agreement contingent on impossible events void. 37. Obligation of parties to contracts. 38. Effect of refusal to accept offer of performance. 39. Effect of refusal of party to perform promise wholly. 40. Person by whom promise is to be performed. 41. Effect of accepting performance from third person. 42. Devolution of joint liabilities. 43. Any one of joint promisors may be compelled to perform. Each promisor may compel contribution. Sharing of loss by default in contribution. 44. Effect of release of one joint promisor. 45. Devolution of joint rights. 46. Time for performance of promise, when no application is to be made and no time is specified. 47. Time and place for performance of promise, where time is specified and no application to be made. 48. Application for performance on certain day to be at proper time and place. 49. Place for performance of promise, where no application to be made and no place fixed for performance. 50. Performance in manner or at time prescribed or sanctioned by promise. 51. Promisor not bound to perform, unless reciprocal promisee ready and willing to perform. 52. Order of performance of reciprocal promises. 53. Liability of party preventing event on which the contract is to take effect. 54. Effect of default as to that promise which should be first performed, in contract consisting of reciprocal promises. 55. Effect of failure to perform at fixed time, in contract in which time is essential. Effect of such failure when time is not essential. Effect of acceptance of performance at time other than that agreed upon. 56. Agreement to do impossible act. Contract to do an act afterwards becoming impossible or unlawful. Compensation for loss through non-performance of act known to be impossible or unlawful. 57. Reciprocal promise to do things legal, and also other things illegal. 58. Alternative promise, one branch being illegal. 59. Application of payment where debt to be discharged is indicated. 60. Application of payment where debt to be discharged is not indicated. 61. Application of payment where neither party appropriates. 62. Effect of novation, rescission, and alteration of contract. 63. Promise may dispense with or remit performance of promise. 64. Consequences of rescission of voidable contract. 65. Obligation of person who has received advantage under void agreement, or contract that becomes void. 66. Mode of communicating or revoking rescission of voidable contract. 67. Effect of neglect of promisee to afford promisor reasonable facilities for performance. 68. Claim for necessaries supplied to person incapable of contracting, or on his account. 69. Reimbursement of person paying money due by another, in payment of which he is interested. 70. Obligation of person enjoying benefit of non-gratuitous act. 71. Responsibility of finder of goods. 72. Liability of person to whom money is paid, or thing delivered, by mistake or under coercion. 73. Compensation for loss or damage caused by breach of contract. Compensation for failure to discharge obligation resembling those created by contract. 74. Compensation for breach of contract where penalty stipulated for. 75. Party rightfully rescinding contract, entitled to compensation. Section 76-123 (Repealed) 124. “Contract of indemnity” defined. 125. Rights of indemnity-holder when sued. 126. “Contract of guarantee”, “surety”, “principal debtor” and “creditor”. 127. Consideration for guarantee. 128. Surety‟s liability. 129. “Continuing guarantee”. 130. Revocation of continuing guarantee. 131. Revocation of continuing guarantee by surety‟s death. 132. Liability of two persons, primarily liable, not affected by arrangement between them that one shall be surety on other‟s default. 133. Discharge of surety by variance in terms of contract. 134. Discharge of surety by release or discharge of principal debtor. 135. Discharge of surety when creditor compounds with, gives time to, or agrees not to sue, principal debtor 136. Surety not discharged when agreement made with third person to give time to principal debtor. 137. Creditor‟s forbearance to sue does not discharge surety. 138. Release of one co-surety does not discharge others. 139. Discharge of surety of creditor‟s act or omission impairing surety‟s eventual remedy. 140. Rights of surety on payment or performance. 141. Surety‟s right to benefit of creditor‟s securities. 142. Guarantee obtained by misrepresentation invalid. 143. Guarantee obtained by concealment invalid. 144. Guarantee on contract that creditor shall not act on it until co-surety joins. 145. Implied promise to indemnify surety. 146. Co-sureties liable to contribute equally. 147. Liability of co-sureties bound in different sums. 148. “Bailment”, “bailor” and “bailee” defined. 149. Delivery to bailee how made. 150. Bailor‟s duty to disclose faults in goods bailed. 151. Care to be taken by bailee. 152. Bailee when not liable for loss, etc., of thing bailed. 153. Termination of bailment by bailee‟s act inconsistent with conditions. 154. Liability of bailee making unauthorized use of goods bailed. 155. Effect of mixture, with bailor‟s consent, of his goods with bailee‟s. 156. Effect of mixture, without bailor‟s consent, when the good can be separated. 157. Effect of mixture, without bailor‟s consent, when the goods cannot be separated. 158. Repayment, by bailor, of necessary expenses. 159. Restoration of goods lent gratuitously. 160. Return of goods bailed, on expiration of time or accomplishment of purpose. 161. Bailee‟s responsibility when goods are not duly returned. 162. Termination of gratuitous bailment by death. 163. Bailor entitled to increase or profit from goods bailed. 164. Bailor‟s responsibility to bailee. 165. Bailment by several joint owners. 166. Bailee not responsible on re-delivery to bailor without title. 167. Right of third person claiming goods bailed. 168. Right of finder of goods. May sue for specific reward offered. 169. When finder of thing commonly on sale may sell it. 170. Bailee‟s particular lien. 171. General lien of bankers, factors, wharfingers, attorneys and policy-brokers. 172. “Pledge”, “Pawnor” and “Pawnee” defined. 173. Pawnee‟s right of retainer. 174. Pawnee not to retain for debt or promise other than that for which goods pledged. Presumption in case of subsequent advances. 175. Pawnee’s right as to extraordinary expenses incurred. 176. Pawnee’s right where pawnor makes default. 177. Defaulting pawnor’s right to redeem. 178. Pledge by mercantile agent. 178A. Pledge by person in possession under voidable contract. 179. Pledge where pawnor has only a limited interest. 180. Suit by bailor or bailee against wrong-doer. 181. Apportionment of relief or compensation obtained by such suits. 182. “Agent” and “principal” defined. 183. Who may employ agent. 184. Who may be an agent. 185. Consideration not necessary. 186. Agent‟s authority may be expressed or implied. 187. Definitions of express and implied authority. 188. Extent of agent‟s authority. 189. Agent‟s authority in an emergency. 190. When agent cannot delegate. 191. “Sub-agent” defined. 192. Representation of principal by sub-agent properly appointed. Agent‟s responsibility for sub-agent. Sub-agent‟s responsibility. 193. Agent‟s responsibility for sub-agent appointed without authority. 194. Relation between principal and person duly appointed by agent to act in business of agency. 195. Agent‟s duty in naming such person. 196. Right of person as to acts done for him without his authority. Effect of ratification. 197. Ratification may be expressed or implied. 198. Knowledge requisite for valid ratification. 199. Effect of ratifying unauthorized act forming part of a transaction. 200. Ratification of unauthorized act cannot injure third person. 201. Termination of agency. 202. Termination of agency, where agent has an interest in subject-matter. 203. When principal may revoke agent‟s authority. 204. Revocation where authority has been partly exercised. 205. Compensation for revocation by principal, or renunciation by agent. 206. Notice of revocation or renunciation. 207. Revocation and renunciation may be expressed or implied. 208. When termination of agent‟s authority takes effect as to agent, and as to third persons. 209. Agent‟s duty on termination of agency by principal‟s death or insanity. 210. Termination of sub-agent‟s authority. 211. Agent‟s duty in conducting principal‟s business. 212. Skill and diligence required from agent. 213. Agent‟s accounts. 214. Agent‟s duty to communicate with principal. 215. Right of principal when agent deals, on his own account, in business of agency without principal‟s consent. 216. Principal‟s right to benefit gained by agent dealing on his own account in business of agency. 217. Agent‟s right of retainer out of sums received on principal‟s account. 218. Agent‟s duty to pay sums received for principal. 219. When agent‟s remuneration becomes due. 220. Agent not entitled to remuneration for business misconducted. 221. Agent’s lien on principal’s property. 222. Agent to be indemnified against consequences of lawful acts. 223. Agent to be indemnified against consequences of acts done in good faith. 224. Non-liability of employer of agent to do a criminal act. 225. Compensation to agent for injury caused by principal’s neglect. 226. Enforcement and consequences of agent‟s contracts. 227. Principal how far bound, when agent exceeds authority. 228. Principal not bound when excess of agent‟s authority is not separable. 229. Consequences of notice given to agent. 230. Agent cannot personally enforce, nor be bound by, contracts on behalf of principal. Presumption of contract to contrary. 231. Rights of parties to a contract made by agent not disclosed. 232. Performance of contract with agent supposed to be principal. 233. Right of person dealing with agent personally liable. 234. Consequence of inducing agent or principal to act on belief that principal or agent will be held exclusively liable. 235. Liability of pretended agent. 236. Person falsely contracting as agent, not entitled to performance. 237. Liability of principal inducing belief that agent‟s unauthorized acts were authorized. 238. Effect, on agreement, of misrepresentation or fraud by agent. Section 239-266 (Repealed) SCHEDULE (Repealed)

Section 235 Indian Contract Act 1872

Section 235 of the Indian Contract Act 1872 is about Liability of pretended agent. It is under “Effect of agency on contracts with third persons” of CHAPTER X of the Act. CHAPTER X is titled AGENCY.

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.


See also:

Section 234 Indian Contract Act 1872 (Consequence of inducing agent or principal to act on belief that principal or agent will be held exclusively liable)

Section 234 Indian Contract Act 1872 (Consequence of inducing agent or principal …)

1. Short title. Extent. Commencement. Saving. 2. Interpretation-clause. 3. Communication, acceptance and revocation of proposals. 4. Communication when complete. 5. Revocation of proposals and acceptances 6. Revocation how made 7. Acceptance must be absolute. 8. Acceptance by performing conditions, or receiving consideration 9. Promises, express and implied. 10. What agreements are contracts. 11. Who are competent to contract. 12. What is a sound mind for the purposes of contracting. 13. “Consent” defined. 14. “Free consent” defined. 15. “Coercion” defined. 16. “Undue influence” defined. 17. “Fraud” defined. 18. “Misrepresentation” defined. 19. Voidability of agreements without free consent. 19A. Power to set aside contract induced by undue influence Agreement void where both parties are under mistake as to matter of fact 21. Effect of mistakes as to law. 22. Contract caused by mistake of one party as to matter of fact. 23. What considerations and objects are lawful, and what not 24. Agreement void, if considerations and objects unlawful in part 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. 26. Agreement in restraint of marriage, void. 27. Agreement in restraint of trade, void. Saving of agreement not to carry on business of which good-will is sold. 28. Agreements in restraint of legal proceeding void. Saving of contract to refer to arbitration dispute that may arise. Saving of contract to refer questions that have already arisen. Saving of a guarantee agreement of a bank or a financial institution. 29. Agreements void for uncertainty. 30. Agreements by way of wager, void. Exception in favour of certain prizes for horse-racing. Section 294A of the Indian Penal Code not affected. 31. “Contingent contract” defined 32. Enforcement of contracts contingent on an event happening 33. Enforcement of contracts contingent on an event not happening. 34. When event on which contract is contingent to be deemed impossible, if it is the future conduct of a living person. 35. When contracts become void which are contingent on happening of specified event within fixed time. When contracts may be enforced, which are contingent on specified event not happening within fixed time. 36. Agreement contingent on impossible events void. 37. Obligation of parties to contracts. 38. Effect of refusal to accept offer of performance. 39. Effect of refusal of party to perform promise wholly. 40. Person by whom promise is to be performed. 41. Effect of accepting performance from third person. 42. Devolution of joint liabilities. 43. Any one of joint promisors may be compelled to perform. Each promisor may compel contribution. Sharing of loss by default in contribution. 44. Effect of release of one joint promisor. 45. Devolution of joint rights. 46. Time for performance of promise, when no application is to be made and no time is specified. 47. Time and place for performance of promise, where time is specified and no application to be made. 48. Application for performance on certain day to be at proper time and place. 49. Place for performance of promise, where no application to be made and no place fixed for performance. 50. Performance in manner or at time prescribed or sanctioned by promise. 51. Promisor not bound to perform, unless reciprocal promisee ready and willing to perform. 52. Order of performance of reciprocal promises. 53. Liability of party preventing event on which the contract is to take effect. 54. Effect of default as to that promise which should be first performed, in contract consisting of reciprocal promises. 55. Effect of failure to perform at fixed time, in contract in which time is essential. Effect of such failure when time is not essential. Effect of acceptance of performance at time other than that agreed upon. 56. Agreement to do impossible act. Contract to do an act afterwards becoming impossible or unlawful. Compensation for loss through non-performance of act known to be impossible or unlawful. 57. Reciprocal promise to do things legal, and also other things illegal. 58. Alternative promise, one branch being illegal. 59. Application of payment where debt to be discharged is indicated. 60. Application of payment where debt to be discharged is not indicated. 61. Application of payment where neither party appropriates. 62. Effect of novation, rescission, and alteration of contract. 63. Promise may dispense with or remit performance of promise. 64. Consequences of rescission of voidable contract. 65. Obligation of person who has received advantage under void agreement, or contract that becomes void. 66. Mode of communicating or revoking rescission of voidable contract. 67. Effect of neglect of promisee to afford promisor reasonable facilities for performance. 68. Claim for necessaries supplied to person incapable of contracting, or on his account. 69. Reimbursement of person paying money due by another, in payment of which he is interested. 70. Obligation of person enjoying benefit of non-gratuitous act. 71. Responsibility of finder of goods. 72. Liability of person to whom money is paid, or thing delivered, by mistake or under coercion. 73. Compensation for loss or damage caused by breach of contract. Compensation for failure to discharge obligation resembling those created by contract. 74. Compensation for breach of contract where penalty stipulated for. 75. Party rightfully rescinding contract, entitled to compensation. Section 76-123 (Repealed) 124. “Contract of indemnity” defined. 125. Rights of indemnity-holder when sued. 126. “Contract of guarantee”, “surety”, “principal debtor” and “creditor”. 127. Consideration for guarantee. 128. Surety‟s liability. 129. “Continuing guarantee”. 130. Revocation of continuing guarantee. 131. Revocation of continuing guarantee by surety‟s death. 132. Liability of two persons, primarily liable, not affected by arrangement between them that one shall be surety on other‟s default. 133. Discharge of surety by variance in terms of contract. 134. Discharge of surety by release or discharge of principal debtor. 135. Discharge of surety when creditor compounds with, gives time to, or agrees not to sue, principal debtor 136. Surety not discharged when agreement made with third person to give time to principal debtor. 137. Creditor‟s forbearance to sue does not discharge surety. 138. Release of one co-surety does not discharge others. 139. Discharge of surety of creditor‟s act or omission impairing surety‟s eventual remedy. 140. Rights of surety on payment or performance. 141. Surety‟s right to benefit of creditor‟s securities. 142. Guarantee obtained by misrepresentation invalid. 143. Guarantee obtained by concealment invalid. 144. Guarantee on contract that creditor shall not act on it until co-surety joins. 145. Implied promise to indemnify surety. 146. Co-sureties liable to contribute equally. 147. Liability of co-sureties bound in different sums. 148. “Bailment”, “bailor” and “bailee” defined. 149. Delivery to bailee how made. 150. Bailor‟s duty to disclose faults in goods bailed. 151. Care to be taken by bailee. 152. Bailee when not liable for loss, etc., of thing bailed. 153. Termination of bailment by bailee‟s act inconsistent with conditions. 154. Liability of bailee making unauthorized use of goods bailed. 155. Effect of mixture, with bailor‟s consent, of his goods with bailee‟s. 156. Effect of mixture, without bailor‟s consent, when the good can be separated. 157. Effect of mixture, without bailor‟s consent, when the goods cannot be separated. 158. Repayment, by bailor, of necessary expenses. 159. Restoration of goods lent gratuitously. 160. Return of goods bailed, on expiration of time or accomplishment of purpose. 161. Bailee‟s responsibility when goods are not duly returned. 162. Termination of gratuitous bailment by death. 163. Bailor entitled to increase or profit from goods bailed. 164. Bailor‟s responsibility to bailee. 165. Bailment by several joint owners. 166. Bailee not responsible on re-delivery to bailor without title. 167. Right of third person claiming goods bailed. 168. Right of finder of goods. May sue for specific reward offered. 169. When finder of thing commonly on sale may sell it. 170. Bailee‟s particular lien. 171. General lien of bankers, factors, wharfingers, attorneys and policy-brokers. 172. “Pledge”, “Pawnor” and “Pawnee” defined. 173. Pawnee‟s right of retainer. 174. Pawnee not to retain for debt or promise other than that for which goods pledged. Presumption in case of subsequent advances. 175. Pawnee’s right as to extraordinary expenses incurred. 176. Pawnee’s right where pawnor makes default. 177. Defaulting pawnor’s right to redeem. 178. Pledge by mercantile agent. 178A. Pledge by person in possession under voidable contract. 179. Pledge where pawnor has only a limited interest. 180. Suit by bailor or bailee against wrong-doer. 181. Apportionment of relief or compensation obtained by such suits. 182. “Agent” and “principal” defined. 183. Who may employ agent. 184. Who may be an agent. 185. Consideration not necessary. 186. Agent‟s authority may be expressed or implied. 187. Definitions of express and implied authority. 188. Extent of agent‟s authority. 189. Agent‟s authority in an emergency. 190. When agent cannot delegate. 191. “Sub-agent” defined. 192. Representation of principal by sub-agent properly appointed. Agent‟s responsibility for sub-agent. Sub-agent‟s responsibility. 193. Agent‟s responsibility for sub-agent appointed without authority. 194. Relation between principal and person duly appointed by agent to act in business of agency. 195. Agent‟s duty in naming such person. 196. Right of person as to acts done for him without his authority. Effect of ratification. 197. Ratification may be expressed or implied. 198. Knowledge requisite for valid ratification. 199. Effect of ratifying unauthorized act forming part of a transaction. 200. Ratification of unauthorized act cannot injure third person. 201. Termination of agency. 202. Termination of agency, where agent has an interest in subject-matter. 203. When principal may revoke agent‟s authority. 204. Revocation where authority has been partly exercised. 205. Compensation for revocation by principal, or renunciation by agent. 206. Notice of revocation or renunciation. 207. Revocation and renunciation may be expressed or implied. 208. When termination of agent‟s authority takes effect as to agent, and as to third persons. 209. Agent‟s duty on termination of agency by principal‟s death or insanity. 210. Termination of sub-agent‟s authority. 211. Agent‟s duty in conducting principal‟s business. 212. Skill and diligence required from agent. 213. Agent‟s accounts. 214. Agent‟s duty to communicate with principal. 215. Right of principal when agent deals, on his own account, in business of agency without principal‟s consent. 216. Principal‟s right to benefit gained by agent dealing on his own account in business of agency. 217. Agent‟s right of retainer out of sums received on principal‟s account. 218. Agent‟s duty to pay sums received for principal. 219. When agent‟s remuneration becomes due. 220. Agent not entitled to remuneration for business misconducted. 221. Agent’s lien on principal’s property. 222. Agent to be indemnified against consequences of lawful acts. 223. Agent to be indemnified against consequences of acts done in good faith. 224. Non-liability of employer of agent to do a criminal act. 225. Compensation to agent for injury caused by principal’s neglect. 226. Enforcement and consequences of agent‟s contracts. 227. Principal how far bound, when agent exceeds authority. 228. Principal not bound when excess of agent‟s authority is not separable. 229. Consequences of notice given to agent. 230. Agent cannot personally enforce, nor be bound by, contracts on behalf of principal. Presumption of contract to contrary. 231. Rights of parties to a contract made by agent not disclosed. 232. Performance of contract with agent supposed to be principal. 233. Right of person dealing with agent personally liable. 234. Consequence of inducing agent or principal to act on belief that principal or agent will be held exclusively liable. 235. Liability of pretended agent. 236. Person falsely contracting as agent, not entitled to performance. 237. Liability of principal inducing belief that agent‟s unauthorized acts were authorized. 238. Effect, on agreement, of misrepresentation or fraud by agent. Section 239-266 (Repealed) SCHEDULE (Repealed)

Section 234 Indian Contract Act 1872

Section 234 of the Indian Contract Act 1872 is about Consequence of inducing agent or principal to act on belief that principal or agent will be held exclusively liable. It is under “Effect of agency on contracts with third persons” of CHAPTER X of the Act. CHAPTER X is titled AGENCY.

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 respectively.


See also:

Section 233 Indian Contract Act 1872 (Right of person dealing with agent personally liable)

Section 233 Indian Contract Act 1872 (Right of person dealing with agent personally liable)

1. Short title. Extent. Commencement. Saving. 2. Interpretation-clause. 3. Communication, acceptance and revocation of proposals. 4. Communication when complete. 5. Revocation of proposals and acceptances 6. Revocation how made 7. Acceptance must be absolute. 8. Acceptance by performing conditions, or receiving consideration 9. Promises, express and implied. 10. What agreements are contracts. 11. Who are competent to contract. 12. What is a sound mind for the purposes of contracting. 13. “Consent” defined. 14. “Free consent” defined. 15. “Coercion” defined. 16. “Undue influence” defined. 17. “Fraud” defined. 18. “Misrepresentation” defined. 19. Voidability of agreements without free consent. 19A. Power to set aside contract induced by undue influence Agreement void where both parties are under mistake as to matter of fact 21. Effect of mistakes as to law. 22. Contract caused by mistake of one party as to matter of fact. 23. What considerations and objects are lawful, and what not 24. Agreement void, if considerations and objects unlawful in part 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. 26. Agreement in restraint of marriage, void. 27. Agreement in restraint of trade, void. Saving of agreement not to carry on business of which good-will is sold. 28. Agreements in restraint of legal proceeding void. Saving of contract to refer to arbitration dispute that may arise. Saving of contract to refer questions that have already arisen. Saving of a guarantee agreement of a bank or a financial institution. 29. Agreements void for uncertainty. 30. Agreements by way of wager, void. Exception in favour of certain prizes for horse-racing. Section 294A of the Indian Penal Code not affected. 31. “Contingent contract” defined 32. Enforcement of contracts contingent on an event happening 33. Enforcement of contracts contingent on an event not happening. 34. When event on which contract is contingent to be deemed impossible, if it is the future conduct of a living person. 35. When contracts become void which are contingent on happening of specified event within fixed time. When contracts may be enforced, which are contingent on specified event not happening within fixed time. 36. Agreement contingent on impossible events void. 37. Obligation of parties to contracts. 38. Effect of refusal to accept offer of performance. 39. Effect of refusal of party to perform promise wholly. 40. Person by whom promise is to be performed. 41. Effect of accepting performance from third person. 42. Devolution of joint liabilities. 43. Any one of joint promisors may be compelled to perform. Each promisor may compel contribution. Sharing of loss by default in contribution. 44. Effect of release of one joint promisor. 45. Devolution of joint rights. 46. Time for performance of promise, when no application is to be made and no time is specified. 47. Time and place for performance of promise, where time is specified and no application to be made. 48. Application for performance on certain day to be at proper time and place. 49. Place for performance of promise, where no application to be made and no place fixed for performance. 50. Performance in manner or at time prescribed or sanctioned by promise. 51. Promisor not bound to perform, unless reciprocal promisee ready and willing to perform. 52. Order of performance of reciprocal promises. 53. Liability of party preventing event on which the contract is to take effect. 54. Effect of default as to that promise which should be first performed, in contract consisting of reciprocal promises. 55. Effect of failure to perform at fixed time, in contract in which time is essential. Effect of such failure when time is not essential. Effect of acceptance of performance at time other than that agreed upon. 56. Agreement to do impossible act. Contract to do an act afterwards becoming impossible or unlawful. Compensation for loss through non-performance of act known to be impossible or unlawful. 57. Reciprocal promise to do things legal, and also other things illegal. 58. Alternative promise, one branch being illegal. 59. Application of payment where debt to be discharged is indicated. 60. Application of payment where debt to be discharged is not indicated. 61. Application of payment where neither party appropriates. 62. Effect of novation, rescission, and alteration of contract. 63. Promise may dispense with or remit performance of promise. 64. Consequences of rescission of voidable contract. 65. Obligation of person who has received advantage under void agreement, or contract that becomes void. 66. Mode of communicating or revoking rescission of voidable contract. 67. Effect of neglect of promisee to afford promisor reasonable facilities for performance. 68. Claim for necessaries supplied to person incapable of contracting, or on his account. 69. Reimbursement of person paying money due by another, in payment of which he is interested. 70. Obligation of person enjoying benefit of non-gratuitous act. 71. Responsibility of finder of goods. 72. Liability of person to whom money is paid, or thing delivered, by mistake or under coercion. 73. Compensation for loss or damage caused by breach of contract. Compensation for failure to discharge obligation resembling those created by contract. 74. Compensation for breach of contract where penalty stipulated for. 75. Party rightfully rescinding contract, entitled to compensation. Section 76-123 (Repealed) 124. “Contract of indemnity” defined. 125. Rights of indemnity-holder when sued. 126. “Contract of guarantee”, “surety”, “principal debtor” and “creditor”. 127. Consideration for guarantee. 128. Surety‟s liability. 129. “Continuing guarantee”. 130. Revocation of continuing guarantee. 131. Revocation of continuing guarantee by surety‟s death. 132. Liability of two persons, primarily liable, not affected by arrangement between them that one shall be surety on other‟s default. 133. Discharge of surety by variance in terms of contract. 134. Discharge of surety by release or discharge of principal debtor. 135. Discharge of surety when creditor compounds with, gives time to, or agrees not to sue, principal debtor 136. Surety not discharged when agreement made with third person to give time to principal debtor. 137. Creditor‟s forbearance to sue does not discharge surety. 138. Release of one co-surety does not discharge others. 139. Discharge of surety of creditor‟s act or omission impairing surety‟s eventual remedy. 140. Rights of surety on payment or performance. 141. Surety‟s right to benefit of creditor‟s securities. 142. Guarantee obtained by misrepresentation invalid. 143. Guarantee obtained by concealment invalid. 144. Guarantee on contract that creditor shall not act on it until co-surety joins. 145. Implied promise to indemnify surety. 146. Co-sureties liable to contribute equally. 147. Liability of co-sureties bound in different sums. 148. “Bailment”, “bailor” and “bailee” defined. 149. Delivery to bailee how made. 150. Bailor‟s duty to disclose faults in goods bailed. 151. Care to be taken by bailee. 152. Bailee when not liable for loss, etc., of thing bailed. 153. Termination of bailment by bailee‟s act inconsistent with conditions. 154. Liability of bailee making unauthorized use of goods bailed. 155. Effect of mixture, with bailor‟s consent, of his goods with bailee‟s. 156. Effect of mixture, without bailor‟s consent, when the good can be separated. 157. Effect of mixture, without bailor‟s consent, when the goods cannot be separated. 158. Repayment, by bailor, of necessary expenses. 159. Restoration of goods lent gratuitously. 160. Return of goods bailed, on expiration of time or accomplishment of purpose. 161. Bailee‟s responsibility when goods are not duly returned. 162. Termination of gratuitous bailment by death. 163. Bailor entitled to increase or profit from goods bailed. 164. Bailor‟s responsibility to bailee. 165. Bailment by several joint owners. 166. Bailee not responsible on re-delivery to bailor without title. 167. Right of third person claiming goods bailed. 168. Right of finder of goods. May sue for specific reward offered. 169. When finder of thing commonly on sale may sell it. 170. Bailee‟s particular lien. 171. General lien of bankers, factors, wharfingers, attorneys and policy-brokers. 172. “Pledge”, “Pawnor” and “Pawnee” defined. 173. Pawnee‟s right of retainer. 174. Pawnee not to retain for debt or promise other than that for which goods pledged. Presumption in case of subsequent advances. 175. Pawnee’s right as to extraordinary expenses incurred. 176. Pawnee’s right where pawnor makes default. 177. Defaulting pawnor’s right to redeem. 178. Pledge by mercantile agent. 178A. Pledge by person in possession under voidable contract. 179. Pledge where pawnor has only a limited interest. 180. Suit by bailor or bailee against wrong-doer. 181. Apportionment of relief or compensation obtained by such suits. 182. “Agent” and “principal” defined. 183. Who may employ agent. 184. Who may be an agent. 185. Consideration not necessary. 186. Agent‟s authority may be expressed or implied. 187. Definitions of express and implied authority. 188. Extent of agent‟s authority. 189. Agent‟s authority in an emergency. 190. When agent cannot delegate. 191. “Sub-agent” defined. 192. Representation of principal by sub-agent properly appointed. Agent‟s responsibility for sub-agent. Sub-agent‟s responsibility. 193. Agent‟s responsibility for sub-agent appointed without authority. 194. Relation between principal and person duly appointed by agent to act in business of agency. 195. Agent‟s duty in naming such person. 196. Right of person as to acts done for him without his authority. Effect of ratification. 197. Ratification may be expressed or implied. 198. Knowledge requisite for valid ratification. 199. Effect of ratifying unauthorized act forming part of a transaction. 200. Ratification of unauthorized act cannot injure third person. 201. Termination of agency. 202. Termination of agency, where agent has an interest in subject-matter. 203. When principal may revoke agent‟s authority. 204. Revocation where authority has been partly exercised. 205. Compensation for revocation by principal, or renunciation by agent. 206. Notice of revocation or renunciation. 207. Revocation and renunciation may be expressed or implied. 208. When termination of agent‟s authority takes effect as to agent, and as to third persons. 209. Agent‟s duty on termination of agency by principal‟s death or insanity. 210. Termination of sub-agent‟s authority. 211. Agent‟s duty in conducting principal‟s business. 212. Skill and diligence required from agent. 213. Agent‟s accounts. 214. Agent‟s duty to communicate with principal. 215. Right of principal when agent deals, on his own account, in business of agency without principal‟s consent. 216. Principal‟s right to benefit gained by agent dealing on his own account in business of agency. 217. Agent‟s right of retainer out of sums received on principal‟s account. 218. Agent‟s duty to pay sums received for principal. 219. When agent‟s remuneration becomes due. 220. Agent not entitled to remuneration for business misconducted. 221. Agent’s lien on principal’s property. 222. Agent to be indemnified against consequences of lawful acts. 223. Agent to be indemnified against consequences of acts done in good faith. 224. Non-liability of employer of agent to do a criminal act. 225. Compensation to agent for injury caused by principal’s neglect. 226. Enforcement and consequences of agent‟s contracts. 227. Principal how far bound, when agent exceeds authority. 228. Principal not bound when excess of agent‟s authority is not separable. 229. Consequences of notice given to agent. 230. Agent cannot personally enforce, nor be bound by, contracts on behalf of principal. Presumption of contract to contrary. 231. Rights of parties to a contract made by agent not disclosed. 232. Performance of contract with agent supposed to be principal. 233. Right of person dealing with agent personally liable. 234. Consequence of inducing agent or principal to act on belief that principal or agent will be held exclusively liable. 235. Liability of pretended agent. 236. Person falsely contracting as agent, not entitled to performance. 237. Liability of principal inducing belief that agent‟s unauthorized acts were authorized. 238. Effect, on agreement, of misrepresentation or fraud by agent. Section 239-266 (Repealed) SCHEDULE (Repealed)

Section 233 Indian Contract Act 1872

Section 233 of the Indian Contract Act 1872 is about Right of person dealing with agent personally liable. It is under “Effect of agency on contracts with third persons” of CHAPTER X of the Act. CHAPTER X is titled AGENCY.

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.


Illustration

A enters into a contract with B to sell him 100 bales of cotton, and afterwards discovers that B was acting as agent for C. A may sue either B or C, or both, for the price of the cotton.


See also:

Section 232 Indian Contract Act 1872 (Performance of contract with agent supposed to be principal)