Sections 189 and 190 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 189 gives an agent extra authority when an emergency arises: he may do what a person of ordinary prudence would do in his own case to protect the principal from loss. Section 190 deals with a different limit: an agent cannot lawfully hand over to someone else the acts he has undertaken to perform personally, unless trade custom or the nature of the agency requires it.
In an emergency an agent has authority to do all such acts for the purpose of protecting his principal from loss as would be done by a person of ordinary prudence, in his own case, under similar circumstances (s.189). 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 (s.190). The Act gives two illustrations under s.189 and none under s.190.
Section 189: authority in an emergency
The text: "An agent has authority, in an emergency, to do all such acts for the purpose of protecting his principal from loss as would be done by a person of ordinary prudence, in his own case, under similar circumstances."
Three conditions are packed into this sentence.
| Condition | Words in the section |
|---|---|
| There is an emergency | "in an emergency" |
| The purpose is protection | "for the purpose of protecting his principal from loss" |
| The standard is ordinary prudence | "as would be done by a person of ordinary prudence, in his own case, under similar circumstances" |
The standard is measured against the conduct of an ordinarily prudent person acting for himself. The agent does not get a general licence to do anything he likes in the principal's name; the acts must serve the purpose of protecting the principal from loss, and must be what an ordinarily prudent person would do in his own case in similar circumstances. The section does not define "emergency".
If you want your agents to know in advance what they may do when a situation turns urgent, a legal consultation can help you work out what those instructions should say.
The Act's own illustrations under section 189
(a) An agent for sale may have goods repaired if it be necessary.
(b) A consigns provisions to B at Calcutta, with directions to send them immediately to C, at Cuttack. B may sell the provisions at Calcutta, if they will not bear the journey to Cuttack without spoiling.
Illustration (b) is instructive because the principal gave a direction (send them to Cuttack), yet the agent may sell at Calcutta where the provisions would spoil on the journey. The aim is protecting the principal from loss. Illustration (a) is milder: repair of goods held for sale, if necessary.
Section 190: when an agent cannot delegate
The text: "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."
The rule has one general statement and two exceptions.
- General rule: where the agent has "expressly or impliedly undertaken to perform personally" an act, he cannot lawfully employ another to perform it.
- Exception 1: "by the ordinary custom of trade a sub-agent may ... be employed".
- Exception 2: "from the nature of the agency, a sub-agent must ... be employed".
Note the words "expressly or impliedly". The undertaking to act personally can arise from what was said, or can be inferred from the circumstances, as section 187 explains. Our article on section 187 covers how implication works.
No illustration is printed under section 190. The rules on a sub-agent properly appointed are in sections 191 to 195; see our article on sub-agents and substituted agents.
A modern example (ours, not the Act's)
Vimal Agencies is appointed by an orchard owner, Jaswant, to sell his apple crop in Delhi. A heat wave and a cold-storage failure mean that a consignment will rot within a day. Under section 189, Vimal Agencies may act as a person of ordinary prudence would in his own case to protect Jaswant from loss, for instance selling the consignment locally at the highest price then available rather than waiting for Jaswant's instructions. Whether the facts amount to an emergency is for the circumstances to show.
Now, on the delegation point: Jaswant hires a retired grader, Mr. Pillai, to personally inspect and certify the quality of each lot, because Jaswant trusts his eye. Mr. Pillai sends his nephew to do it instead. If the undertaking was to perform personally, section 190 says he cannot lawfully employ another, unless trade custom allows a sub-agent or the nature of the agency requires one.
What can the parties change?
Section 189 gives emergency authority by operation of the Act; a principal can give express instructions about what may be done in emergencies. The section is silent on whether a principal's express prohibition displaces the emergency authority, so a clear contract term is the safest course. Section 190 depends on what the agent has "expressly or impliedly undertaken". The parties can therefore say in the contract whether the agent may or may not bring in others, and that will shape the undertaking.
Practical points
- Principals: state in writing what an agent should do in a crisis and whom he must call.
- Agents: in an emergency, act as an ordinarily prudent person would for himself, record what you did and why, and tell the principal at once.
- Delegation: if you intend to use help, say so in the agency contract; otherwise assume you must act personally for matters undertaken personally.
- Check custom: the trade custom exception depends on the ordinary custom of the particular trade.
Need help drafting emergency and delegation clauses?
Many agency disputes arise because the contract was silent on urgent decisions and on bringing in helpers. Our legal consultation service can help you think through clear emergency-authority and delegation clauses for your agents. Other laws may also apply to your trade.
Key takeaways
- In an emergency, an agent may do all acts for the purpose of protecting the principal from loss that a person of ordinary prudence would do in his own case in similar circumstances (s.189).
- The Act's illustrations: repairing goods held for sale, and selling provisions at Calcutta that would spoil on the way to Cuttack.
- An agent cannot lawfully employ another to perform acts he has expressly or impliedly undertaken to perform personally (s.190).
- Exceptions: ordinary custom of trade (a sub-agent may be employed) and the nature of the agency (a sub-agent must be employed).
Read next
- Section 188: extent of agent's authority
- Sections 191 to 195: sub-agent and substituted agent and their responsibility
- Agency: sections 182 to 238
Disclaimer: Based on the text of the Indian Contract Act, 1872 as consulted on 1 October 2026. Many questions under this Act turn on case law and on the wording of the particular contract, which this article does not cover. It is general information, not legal advice; check the official text and take advice before acting.