Definition
A person appointed by the original agent to carry out the agent's duties — properly appointed sub-agents bind the principal; improperly appointed ones do not bind the principal but make the original agent liable.
A sub-agent under Section 191 ICA is a person employed by and acting under the control of the original agent in the business of the agency. The general rule of agency is 'delegatus non potest delegare' — a delegate cannot further delegate. An agent who has been given personal confidence cannot delegate that authority without the principal's consent. However, when an agent is permitted to appoint a sub-agent (expressly or by implication), the sub-agent is the agent of the principal for all purposes (Section 192). If appointed without authority, the sub-agent is the agent of the original agent alone — the original agent is responsible for the sub-agent's acts and the principal has no direct relationship with the sub-agent.
Statutory Definition
Section 190, Indian Contract Act, 1872: 'An agent must not employ another to perform acts which he has expressly or impliedly undertaken to perform personally; but, if the ordinary custom of trade is to sub-employ, or if it is the nature of the agency so to require, the agent may employ a sub-agent.' Section 191: 'A sub-agent is a person employed by, and acting under the control of, the original agent in the business of the agency.' Section 192: '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.'
Etymology & Origin
Latin prefix 'sub-' (under, beneath) + 'agent' (one who acts). A sub-agent is one who acts 'under' the principal agent — a second tier in the agency hierarchy.
Full Legal Analysis
Sub-Agent: The Delegate’s Delegate
The principle 'delegatus non potest delegare' — a delegate cannot further delegate — reflects a fundamental rule of agency: when a principal appoints an agent, they choose a specific person for the trust. The original agent cannot transfer that trust to another without authority. But where delegation is permitted by the principal’s authority or trade custom, the sub-agent is legally equivalent to the original agent for the principal’s purposes.
Proper vs. Improper Sub-Agency
(a) Proper appointment (Section 192): Where the original agent has express or implied authority to appoint a sub-agent (e.g., a solicitor appointing a junior to carry out a specific task; a large agent appointing local agents in territories where trade custom permits delegation). Effect: sub-agent represents the principal directly; principal is bound by sub-agent's acts; sub-agent owes duties to principal. (b) Improper appointment (Section 193): Where the original agent appoints a sub-agent without authority. Effect: principal is NOT bound by sub-agent's acts or representations; the original agent is solely responsible for the sub-agent's conduct; the principal has no direct legal relationship with the sub-agent.
Sub-Agent vs. Substituted Agent (Section 194)
Section 194 distinguishes sub-agent from substituted agent. Where an agent is authorised to name another agent for the principal, the person so named is a 'substituted agent' — they become the principal's agent directly, not the original agent's sub-agent. The original agent is not responsible for the substituted agent's acts — they have simply named the principal's new agent. Example: a solicitor instructed to appoint a local agent names one — that local agent is the substituted agent (principal's agent), not the solicitor's sub-agent.
“Agency is personal trust — the principal chose the agent. When the agent further delegates, the law must decide: was that delegation authorised? If yes, the chain of trust is intact; if no, the chain breaks at the point of unauthorised delegation, and the original agent bears personal responsibility.”
This Term in Indian Statutes
Indian Contract Act, 1872, 1872
"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 — under control of original agent in agency business
