UNIT – II Agency

Agency is a key concept in legal and business interactions that shapes how decisions are made. Grasping the basics of agency is essential for anyone involved in transactions, as it leads to better understanding and more informed choices. In this post, we will explore the definition, methods of creation, types of agents, rights and duties of agents, and details about the obligations between principals and third parties, the scope of an agent's authority, and the ways to terminate agency relationships.

UNIT – II 

Agency: Definition & Creation of Agency
• Kinds of Agents & Distinction between Agent and Servant
• Rights and Duties of Agent
• Relation of Principal with third parties
• Extent of Agents authority – Personal liability of Agent
• Termination of Agency.

Unit II: Law of Agency Summary

Topic	Key Points & Legal Essence
Definition	A relationship where one person (Agent) is authorized to act on behalf of another (Principal) to create legal relations with a third party.
Creation of Agency	Can be created by: Express Agreement (written/oral), Implied Agreement (conduct/necessity), Ratification (accepting an unauthorized act), or Estoppel.
Kinds of Agents	General Agent (all business of a certain kind), Special Agent (particular act), Universal Agent (unlimited authority), and Mercantile Agents (brokers, factors, auctioneers).
Agent vs. Servant	An Agent has the power to create contractual relations between the Principal and third parties. A Servant usually does not; they work under the direct control and supervision of the master.
Duties of Agent	To follow Principal's instructions, exercise reasonable skill/diligence, render accounts, communicate, and not to deal on their own account or make secret profits.
Rights of Agent	Right to Remuneration (commission), Right of Retainer (keeping money owed from sums received), Right of Lien (holding property until paid), and Right to Indemnity.
Authority Extent	Can be Actual (expressed or implied) or Apparent/Ostensible (authority the public assumes the agent has based on the Principal's conduct).
Personal Liability	Generally, an agent is not personally liable. Exceptions: Foreign principals, undisclosed principals, when the agent signs in their own name, or by trade custom.
Termination	By Act of Parties: Mutual agreement, revocation by Principal, or renunciation by Agent. By Operation of Law: Completion of business, expiry of time, death, insanity, or insolvency.

Definition & Creation of Agency

Agency describes a legal relationship where one party, the agent, has the authority to act for another, the principal. The actions taken by the agent can create legal obligations for the principal, provided they are within the agent’s authority.

Creating an agency relationship can happen in several ways:

1. By Agreement: The most common method involves a mutual written or oral agreement outlining the agent's duties and scope of authority. For example, a real estate agent typically enters into a contract with a homeowner that specifies the terms of their working relationship.
2. By Ratification: A principal can approve actions taken by an agent that were unauthorized. For instance, if an agent buys equipment for the business without prior consent but the principal later approves the purchase, the agent's action is ratified.
3. By Estoppel: If a principal's behavior leads a third party to believe that an agent has authority, the principal may be bound by the agent’s actions. For example, if a principal allows an agent to represent them at trade shows, they may be liable for the agent's sales even if the agent lacks formal authority.
4. By Necessity: In emergencies where the principal is unreachable, an agent can act in the principal's best interests, forming an agency relationship by necessity. An example might be a doctor who must make quick decisions regarding a patient’s care when the family cannot be contacted.

Understanding these ways of creating agency relationships helps clarify their legal importance.

Kinds of Agents & Distinction between Agent and Servant

Category	Type of Agent	Description & Scope
Extent of Authority	Universal Agent	Holds unlimited authority; can perform any act the principal can lawfully do (usually via General Power of Attorney).
	General Agent	Authorized to perform all acts related to a specific trade, business, or ongoing role (e.g., a Branch Manager).
	Special Agent	Appointed for a single, specific task or transaction. Authority ends once the task is complete (e.g., a Real Estate Agent).
Mercantile (Commercial)	Broker	A middleman who brings parties together to negotiate but does not have possession of the goods.
	Factor	Entrusted with the possession of goods; can sell them in their own name and has a lien on them for their commission.
	Commission Agent	Buys or sells goods in the market for the best price and receives a commission for the service.
	Del Credere Agent	A mercantile agent who, for an extra commission, guarantees that the third party will pay/perform their obligation.
	Auctioneer	Authorized to sell goods by public auction. Represents the seller initially, then both parties once the hammer falls.

Different types of agents operate in various contexts, including:

• General Agents: They have the authority to conduct a wide range of transactions, such as a corporate manager who handles daily operations for a business.
• Special Agents: Their authority is limited to specific tasks, like a travel agent booking a vacation package.
• Universal Agents: They can conduct nearly all matters on behalf of the principal, such as a power of attorney who manages a person's financial affairs.

While both agents and servants perform tasks for principals or employers, there are notable distinctions:

• Authority: Agents can enter into contracts on behalf of the principal, while servants typically carry out assigned tasks without that authority.
• Independence: Agents often work independently in their roles, while servants operate under direct supervision.

Distinction: Agent vs. Servant

While both work for a superior, the legal nature of their relationship differs significantly regarding control and representation.

Feature	Agent	Servant (Employee)
Representation	Represents the Principal in dealings with third parties.	Performs work internally; does not usually represent the master to third parties.
Control	Principal directs what is to be done, but the Agent chooses how to do it.	Master directs both what is to be done and the manner (how) in which it's done.
Contractual Power	Can enter into contracts on behalf of the Principal, binding them legally.	Generally has no power to enter into contracts that bind the Master.
Remuneration	Usually paid via Commission based on performance/results.	Usually paid Wages or Salary for their labor and time.
Number of Superiors	Can act for multiple principals simultaneously (e.g., a Broker).	Generally works for one master at a time.
Liability	Principal is liable for acts within the scope of authority.	Master is liable for acts done in the course of employment (Vicarious Liability).

Rights and Duties of Agent

Agents hold important rights and responsibilities that help maintain trust and effectiveness in the agency relationship.

Rights of the Agent

1. Right to Compensation: Agents deserve payment for their services as contained in the agency agreement. If no formal agreement exists, they can request reasonable compensation based on the value of their work.
2. Right to Indemnity: Agents can seek reimbursement for expenses incurred while acting for the principal, such as travel costs or materials purchased for a project.
3. Right to Reimbursement: Agents are entitled to be repaid for necessary expenses related to performing their duties, like buying office supplies for a company event.

Duties of the Agent

1. Duty of Loyalty: Agents must put the principal's interests first, avoiding conflicts of interest. For example, an agent shouldn't recommend a supplier from whom they receive a commission without disclosing this to the principal.
2. Duty of Care: Agents need to do their work with a reasonable standard of care. If an agent makes a careless mistake, such as miscalculating expenses, they may be held responsible for financial losses.
3. Duty to Account: Keeping detailed records is crucial. Agents should be able to provide clear accounts of all funds or properties they handle for the principal.
4. Duty to Obey Instructions: Agents must follow the lawful commands of the principal unless these instructions contradict the law.

Familiarity with these rights and duties is vital for both agents and principals, enabling smoother transactions and cooperation.

Relation of Principal with Third Parties

The agency relationship significantly influences how principals engage with third parties. When an agent acts within their authority, the principal is legally tied to the agent's decisions.

1. Binding Contracts: Any contracts executed by an agent on the principal's behalf are binding, as long as they fall within the agent's scope of authority. For example, if a marketing agent signs a contract with a new vendor, the principal is responsible for honoring it.
2. Disclosure of Agency: Agents must reveal the identity of the principal in transactions. If they fail to do this, they can be personally liable for any contractual obligations that arise, putting themselves at financial risk.
3. Liabilities: Principals may face liability for actions taken by their agents if these actions occur under the agent’s authority. However, if an agent acts outside this authority, they could be personally accountable.

Understanding these interactions helps clarify the legal framework binding all parties involved in the agency relationship.

Extent of Agent's Authority – Personal Liability of Agent

The boundaries of an agent's authority are crucial to understanding personal liability risks.

Types of Authority

1. Actual Authority: This encompasses express authority (clearly stated in the agreement) and implied authority (understood from the agent's role). For instance, a store manager has the actual authority to make purchasing decisions within a budget.
2. Apparent Authority: Occasionally, a principal's actions may mislead a third party into believing an agent has authority, even if it was not specifically granted. A well-known example is a store employee being seen as an agent simply because they work in the store.

Personal Liability

Agents may find themselves personally liable in certain situations:

• Exceeding Authority: If an agent acts outside their designated authority, they may be held responsible. For example, if a real estate agent signs a lease agreement without the owner's consent, they might have to cover any resulting losses.
• Non-Disclosure: When an agent does not disclose their role as an agent in a deal, they could take on liabilities for obligations assumed through that contract.

Being aware of the scope of an agent's authority is crucial for all parties to prevent potential legal issues.

Termination of Agency

The agency relationship can end under several conditions, which include:

1. By Agreement: If both parties agree to terminate their relationship, the agency comes to an end.
2. Completion of Purpose: Once the specific job or goal the agency was created for is achieved, the agency concludes. For example, if a special agent sells a property, the agency might automatically terminate after the sale.
3. Breach of Duty: If an agent does not fulfill their obligations, the principal may terminate the agency, such as when an agent fails to meet deadlines.
4. Expiration: Agencies formed for a set period will expire at the end of that duration, like a short-term project management contract.
5. Incapacity: Should either party become unable to perform their roles, the agency relationship can also terminate.
6. Operation of Law: Some legal changes, like a principal declaring bankruptcy, can result in automatic termination of the agency.

Being aware of these factors is vital for parties engaged in an agency relationship to avoid unexpected changes.

Wrapping Up the Insights on Agency

Agency is a crucial concept in various legal and commercial situations. By exploring definitions, creation methods, agent types, rights and duties, and how it affects relationships with third parties, you can see the significant role agency plays in daily transactions. Also, understanding the scope of authority and termination methods prepares individuals and organizations for navigating legal landscapes more effectively.

By grasping these principles, parties can engage more confidently, minimize disputes, and enhance their interactions in all dealings involving agency relationships. The knowledge shared here aims to empower both agents and principals to work effectively within their roles.