An agent acts on behalf of a principal; acts of an agent within actual or apparent authority bind the principal as if the principal acted directly.
Explanation
Application examples
Scenario
Rajesh appoints Vikram as his purchasing agent for a textile business, giving him written authority to purchase cotton up to ₹5 lakhs per transaction. Vikram purchases cotton worth ₹8 lakhs from Hari without Rajesh's knowledge. Hari sues Rajesh for the price of cotton.
Analysis
The critical question is whether Vikram acted within authority. Vikram's actual authority was limited to ₹5 lakhs per transaction. By purchasing ₹8 lakhs worth, Vikram exceeded actual authority. However, if Hari (the third party) had no knowledge of this limit and Rajesh held Vikram out as having general purchasing authority, Vikram may have acted within apparent authority. Apparent authority depends on what a reasonable third party would believe based on Rajesh's representations or conduct, not on secret restrictions known only to Rajesh.
Outcome
If Hari reasonably believed Vikram had authority to purchase goods without limits (based on how Rajesh represented him), then Vikram acted within apparent authority and Rajesh is bound for the full ₹8 lakhs. If Hari knew of the limit or should have inquired given Vikram's position, then Vikram exceeded all authority and Rajesh is not bound by the contract, though Rajesh may have a claim against Vikram for breach of the agency agreement.
Scenario
Priya owns a jewellery shop and tells her assistant Neha: 'You may sell jewellery to customers who come to the shop.' One day, a customer Meena comes to the shop, but Neha (without Priya's knowledge) agrees to make custom jewellery and deliver it in six months, binding herself and Priya in writing. Meena pays half the price upfront.
Analysis
Neha's actual authority was limited to selling existing jewellery in the shop. Custom jewellery manufacturing is outside that scope. However, to determine if Neha acted within apparent authority, one must ask: would a reasonable customer entering a jewellery shop believe that the shop assistant has authority to accept custom orders? The answer is likely yes—it is within the ordinary scope of a jewellery shop's business. Meena's reliance on this apparent authority is reasonable; she dealt with Neha as an agent of the shop.
Outcome
Priya is bound by the custom jewellery contract even though Neha acted beyond actual authority, because Neha acted within apparent authority. Priya must perform the custom order or compensate Meena. However, Priya has a remedy against Neha for breach of agency duties (exceeding actual authority).
Scenario
Amit, a property dealer, tells a client: 'My agent Suresh will show you properties and negotiate prices on my behalf.' Amit gives Suresh no written authority. Suresh shows a property and verbally agrees to sell it for ₹50 lakhs, which is below Amit's asking price of ₹60 lakhs. The buyer produces a signed agreement bearing Suresh's signature on behalf of Amit.
Analysis
The question is whether Suresh had authority to conclude a sale at a lower price. Suresh had no express written authority; Amit's representation ('negotiate on my behalf') suggests apparent authority to negotiate, not necessarily to conclude final sales at reduced prices. However, a reasonable buyer might infer that a property dealer's negotiating agent has authority to agree to prices within reason. The critical issue is whether the price reduction (50 lakhs vs. 60 lakhs asked) was so substantial that a reasonable third party would question the agent's authority. A ₹10 lakh reduction is material but not implausibly beyond negotiating authority.
Outcome
If a reasonable buyer would believe that a property negotiator has authority to conclude sales at negotiated prices, Suresh acted within apparent authority and Amit is bound by the ₹50 lakh sale. If the price reduction was so substantial that a reasonable buyer should have verified final authority, Amit may not be bound. The outcome turns on the reasonableness of the buyer's belief about the agent's ordinary scope of power.
How CLAT tests this
- TWIST: Examiners present actual authority as limited (in writing), then ask if a third party is bound when the agent acts beyond that limit but within apparent authority. The trap is focusing only on the written limit; the correct approach recognises that apparent authority is independent of actual authority and binds the principal to a third party unaware of secret limits.
- TWIST: The question reverses roles by asking whether the agent (not the principal) can sue the third party. Candidates incorrectly assume the agent stands in the principal's shoes for all purposes. In fact, when a principal is undisclosed, the agent may have rights to sue, but when a principal is disclosed, the agent typically cannot sue because the third party understood they were dealing with the principal, not the agent.
- TWIST: A fact pattern describes someone in possession of goods or authority to display goods, and asks whether they have authority to sell. Candidates confuse possession or apparent ownership with agency authority. Possession of goods does not confer apparent authority to contract unless the principal's conduct led the third party to believe the possessor had selling power.
- TWIST: The question states the principal privately limited an agent's authority, the agent acted within what appeared to be their authority, and asks whether the principal is bound. Candidates focus on the secret limit and conclude the principal is not bound. The correct answer is that secret limits do not protect the principal from apparent authority; the principal is bound unless the third party had actual knowledge of the limit.
- TWIST: A scenario involves criminal conduct by the agent (e.g., theft, fraud) and asks if the principal is criminally liable. Candidates incorrectly apply the agency rule from contract law (principal is bound by agent's acts). In criminal law, liability requires the principal's own mens rea and mens rea of the agent does not automatically transfer; the agency principle does not apply to criminal liability.