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Chapter X - Agency

Section 192

Section 192: Properly appointed sub-agents

Proper appointment of a sub-agent can bind the principal toward third persons while preserving distinct internal responsibilities.

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Need advice on Section 192?

This article is for general information. Refer to the Indian Contract Act, 1872 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.

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Statutory text

Bare law

Where a sub-agent is properly appointed, the principal is, so far as regards third persons, represented by the sub-agent, and is bound by and responsible for his acts, as if he were an agent originally appointed by the principal.

Agent’s responsibility for sub-agent.—The agent is responsible to the principal for the acts of the sub-agent.

Sub-agent’s responsibility.—The sub-agent is responsible for his acts to the agent, but not to the principal, except in cases of fraud or wilful wrong.

Rule and business relevance

The principal is represented by the properly appointed sub-agent in third-party dealings. The original agent remains responsible to the principal; the sub-agent is responsible to the original agent and not ordinarily to the principal, except for fraud or wilful wrong.

Limits and related provisions

Do not omit the proper-appointment condition or the fraud and wilful-wrong exception. The relationships are not identical.

Hypothetical business example

Hypothetical example: An authorised sub-agent conducts the entrusted sale. The principal’s external position and the original agent’s internal responsibility are considered separately.

Practical decision flow

Verify that the sub-agent was properly appointed.

Identify the third-party act and its agency scope.

Allocate responsibility between principal, original agent and sub-agent.

Check the applicable legal framework

This guide explains the central provision. Applicable State amendments, the agreement, transaction date and other governing laws can affect its application. Check the current legal framework before relying on it for a commercial decision.

Practical checklist

Do

  • Verify that the sub-agent was properly appointed.
  • Identify the third-party act and its agency scope.
  • Allocate responsibility between principal, original agent and sub-agent.

Avoid

  • Do not omit the proper-appointment condition or the fraud and wilful-wrong exception. The relationships are not identical.

Glossary

Proper appointment
Appointment made with the requisite agency authority.
Wilful wrong
An express exception to the sub-agent’s ordinary lack of direct responsibility to the principal.

Frequently asked questions

Does the original agent escape all responsibility?

No. The section makes the agent responsible to the principal for the sub-agent’s acts.

Can the sub-agent be directly responsible to the principal?

Yes, in the specified cases of fraud or wilful wrong.

Is the principal represented toward third persons?

Yes, where the sub-agent is properly appointed as stated.

Need help applying this provision to your situation?

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Last updated 10 October 2026