Sub-agent
Also called: Substituted agent, Delegation by agent
A person employed by, and acting under the control of, the original agent in the business of the agency (Section 191, Contract Act). He answers to the agent, not to the principal, save for fraud or wilful wrong.
Explained
Section 191 of the Indian Contract Act, 1872 defines a sub-agent as a person employed by, and acting under the control of, the original agent in the business of the agency. The starting point is Section 190, which reflects the maxim delegatus non potest delegare: an agent cannot lawfully employ another to perform acts which he has expressly or impliedly undertaken to perform personally, unless the ordinary custom of trade permits a sub-agent or the nature of the agency requires one.
Where a sub-agent is properly appointed, Section 192 makes the principal represented by him as regards third persons, and bound by and responsible for his acts as if he were an agent originally appointed by the principal. Internally, the agent is responsible to the principal for the acts of the sub-agent, and the sub-agent is responsible to the agent but not to the principal, except in cases of fraud or wilful wrong. Where the agent appoints a sub-agent without authority, Section 193 applies: the agent stands as principal to that person and is responsible for his acts both to the principal and to third persons, while the principal is neither represented by nor responsible for him.
A sub-agent must be distinguished from a substituted agent under Section 194. Where an agent with express or implied authority to name another person to act for the principal names such a person, that person is not a sub-agent but an agent of the principal for the part of the business entrusted to him, and privity exists between them. Under Section 195 the agent who names a substituted agent must use the discretion a man of ordinary prudence would use in his own case, and if he does so he is not responsible for that person's acts or negligence.
Examiners usually test the control test in Section 191, the fraud or wilful wrong exception to privity, the consequences of an unauthorised appointment, and the solicitor and auctioneer illustration to Section 194.
What the law says
A “sub-agent” is a person employed by, and acting under the control of, the original agent in the business of the agency.
Definition of sub-agent
An agent cannot lawfully employ another to perform acts which he has expressly or impliedly undertaken to perform personally, unless by the ordinary custom of trade a sub-agent may, or, from the nature of the agency, a sub-agent must, be employed.
When an agent cannot delegate
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 tothe principal, except in cases of fraud or wilful wrong.
Effect of a properly appointed sub-agent
Where an agent, without having authority to do so, has appointed a person to act as a sub-agent, the agent stands towards such person in the relation of a principal to an agent, and is responsible for his acts both to the principal and to third persons; the principal is not represented, by or responsible for the acts of the person so employed, nor is that person responsible to the principal.
Sub-agent appointed without authority
Where an agent, holding an express or implied authority to name another person to act for the principal in the business of the agency, has named another person accordingly, such person is not a sub-agent, but an agent of the principal for such part of the business of the agency as is entrusted to him.
Illustrations
(a)A directs B, his solicitor, to sell his estate by auction, and to employ an auctioneer for the purpose. B names C, an auctioneer, to conduct the sale. C is not a sub-agent, but is A’s agent for the conduct of the sale.
Substituted agent distinguished from sub-agent
In selecting such agent for his principal, an agent is bound to exercise the same amount of discretion as a man of ordinary prudence would exercise in his own case; and, if he does this, he is not responsible to the principal for the acts or negligence of the agent so selected.
Illustrations
(a)A instructs B, a merchant, to buy a ship for him. B employs a ship-surveyor of good reputation to choose a ship for A. The surveyor makes the choice negligently and the ship turns out to be unseaworthy and is lost. B is not, but the surveyor is, responsible to A.
Agent's duty in naming a substituted agent
Example
Illustration to Section 194: A directs B, his solicitor, to sell his estate by auction and to employ an auctioneer. B names C, an auctioneer, to conduct the sale. C is not a sub-agent but A's agent for the sale.
For the exam
- Section 191: a sub-agent works under the control of the original agent.
- Sub-agent answers to the principal only for fraud or wilful wrong (Section 192).
- Unauthorised sub-agent: principal not bound; agent liable to principal and third persons (Section 193).
- A substituted agent under Section 194 is the principal's own agent, not a sub-agent.
- Agent naming a substituted agent is safe if he used ordinary prudence (Section 195).
23 questions in the Law Maker question bank use this term. Practise Contract Law questions
Related terms
- AgentA person employed to do any act for another, or to represent another in dealings with third persons; the person represented is the principal. Section 182 of the Indian Contract Act, 1872.
- PrincipalThe person for whom an act is done by an agent, or who is represented by an agent in dealings with third persons. Section 182 of the Indian Contract Act, 1872.
- Delegatus non potest delegareA person to whom a power or duty has been delegated must exercise it himself and cannot pass it on to another, unless the authority conferring it permits sub-delegation.
- Qui facit per alium facit per seHe who does a thing through another does it himself. The act of an agent or servant, done within his authority, is treated as the act of the principal or master.
- ContractUnder Section 2(h) of the Contract Act, an agreement enforceable by law. Section 10 lists what makes an agreement a contract.
Further reading
Checked 6 November 2026. Statutory text is quoted from the Bare Acts library, taken from India Code. See the full glossary.