In 1872, according to Article 182 of the Contract Law of India, "an agent is a person hired to act on behalf of another agent on behalf of a third party and is called an agent Re
If someone acts for him or hires another to act on behalf of a third party, he who is hired like that is called an agent. In British legal theory, an agent is a connection between a principal and a third party. He is an intermediary with authority to establish a legal relationship between a principal and a third party.
Sec. Companies Act 2 (13) in 1956 states that "A director is a person who occupies the position of a director,
Therefore, a director is an individual legitimately appointed to the company's board of directors and is legally constituted to direct, supervise and supervise the company's activities and operations. The directors of the company stand from the perspective of the legal representative of the company and the general principles of the acts of the entity and the agent are the most important to the relationship between the company and its directors. (Somayazula v. Hope Prodhome & Co. (1963) 2 WR 112.)
The agency's test is whether or not that person claims to participate in the transaction on behalf of the principal. There is no need to sign a formal contract to establish an agency.
The director of the company is not necessarily an agent or a shareholder of the company but the true position of the director of the company is limited to the limit prescribed in the articles of association that may be agents of a company having an obligation to be responsible for the whole of the project . Directors or executive directors may not be employees of the company. He may be an agent of a company that manages the business. What he actually is doing depends on the facts and circumstances of each fact. Generally speaking, the board of directors and individual directors are not agents, corporations, or members of the company. Under current law, except for those explicitly reserved at the general meeting of shareholders, all authority of management is attributable to the Board of Directors and has the authority to appoint officers subject to the supervision and control of the Board of Directors. Members of the board of directors are similar to agents in acting on behalf of others and are trustees as they have obligation of loyalty and care. However, these obligations are borne by the company itself, not the shareholder. Individual directors, like that, are still less similar to agents than boards as the body. Even if I work as an official, I act as a member of a group that oversees company activities, not agents. However, he may be appointed as an agent for the incorporated body.
Director as an agent: The Madras High Court usually tells that the director acts as an agent as an agent, not an agent of the company, and acts as an agent as a contact person with another party to sign a contract I admit it. Such responsibility belongs to the company and agents are not personal. (Puddokottah Textiles Ltd. v. BR Adityan (1975) 88 Mad. LW 688, 790)
The court has the authority to grant interest under its equitable jurisdiction if misusing the amount managed by credentials such as the director of the company under the credentials. If the money used is a transaction of commercial nature, the court presumes it was beneficial and the court will properly compensate the claimed claims that it was done. (Wallersteiner v. Moir (1975) 1 all ER 849, 865)
The Supreme Court describes the office of the director at the time,
"A company officer is not an employee, but a company can not act with himself, but as long as the company has a delegate's relationship to the principal through the director, he is not an agent" (1973) A. Sc. 637, 640; Income Tax Chairperson Man Mohandas (1966) A.S c. 743; 59, ITR-699)
The managing director can have dual capabilities. He may be both a director and an employee. He has not only the personality of the director but also the personality of an employee or agent in accordance with employment conditions and company name association. The term "employee" is sufficiently easy to cover these relationships.
The agent has an obligation to exercise authority according to the legitimate instructions given to him, but it is not subject to direct management and supervision of the agent. The company's managing director in the case of acting under the direction of the Board of Directors is an employee.
The Managing Director has two functions and two abilities. As a managing director, he has a contract with the company, this contract is an employment contract. Specifically, it is a service contract, not a service contract.
The director of the company is not necessarily an agent of the company or its shareholders. Especially when he acts as an agent he must say so. In his written statement, if the director does not raise such a plea, he is deemed to have acted on his personal ability. Therefore, lawsuits against him are not prohibited by Articles 230 and 235 of the Contract Act. (Raja Ram Jaiswal vs. Ganesh Parshad, AIR 1959 all 29)
Managing director benefits oneself: Managing director appointed for ten years resigned from his post who refused to accept, he was still in office. Although it provides services in appearance, ordering with customers' suppliers and dealing with customers is a duty as a supervisor and sincereness and integrity so as not to personally benefit from a contract expressed as an outside director It violated. (Thomas Marshall Exports Ltd. v. Guinde (1978)) Masters are responsible for the tortious acts of slaves committed in the course of employment, regardless of the master from which they derive their benefits. The function of the agent is to establish a relationship for a third party and his principal. He acts at his own discretion and judgment, but acts within the limits of his authority.
Since a company is an artificial person and can only contract through an agency, the usual mode of signing is to use the word "proxy" before the signature of the agent. Personal responsibility is attached to him. The director is an agent of the company within the delegated authority. Here, when a director asserts a contract under the company name or asserts to detain an employee, it is not a director, not a director, but a director. The director shall not take personal responsibility unless it can assume personal responsibility.
The director shall not take personal responsibility under the contract legally and under the proper exercise of authority. The directors agreed with the suppliers to purchase goods for their company and to assign them to borrowers. Before the debt was issued, the company went into liquidation. Suppliers were not tied up so as not to take personal responsibility for the directors under the contract (Elkington & Co. v.. Hurter, (1982) 2 Ch 452).
In another case, as a majority shareholder of the director appointed a company accountant and he only acted as a company officer, as he was supposed to have taken the director, he was responsible for the accountant's expenses and litigation costs . This was due to litigation being done with a high technique (Schouls v. Canadian Meat Processing Corporation, 1980-1984) LRC (Comm 778).
Article 226 of the Indian Contract Act insists that an agent's contract or act is binding on the original between the principal and the third party. There is no problem if the contract is professionally made on behalf of the principal agent and is within the actual authority of the agent. Regarding contracts and acts that are not actually permitted, the principle may be bound by the principle of estoppel as long as it is within the expressive authority of the agent. In any case, we will not be bound by unauthorized acts or transactions to those who realize that the actual authority is excluded. Therefore, an act performed by an agent who exceeds the actual authority does not bind himself with respect to a person who has notified that the act is not permitted. An agent appointed by a lawyer believes in the expression he made and borrows money and that power gave him complete authority to borrow him and accidentally apply it. The agent made power that did not allow the loan, but the lender did not read it and moved forward depending on the expression of the agent. The lender was asserted that it noticed the power clause and that the principal was not bound by the loan. (Jacobs v. Morris (1902) 1 Ch 816). Article 238 of the Act dealing with the false indication by fraudulent representation or agreement on fraud carries out an entity bound by an act of an agent whose agent has the same effect as a fraud or false label. However, a false indication or fraud conducted by an agent will not affect the principal on matters not belonging to that authority.
While negotiating a contract of a company, directors should clarify to the other party that directors, not personally, will enter into a company. If he does not do this and other parties believe that he is contracting with a director or agent instead of a company, the contract they sign will be personal and he will do so for the performance of promises You will be responsible for your personal responsibility. (Bridges & Salmon Ltd. vs. Swan (owner), (1968) 1 Lloyds Rep 5)
Submitter: -
Steyer balun
Fourth year, BBALL.B
Symbiotic Law Department,
Pune
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