Agency in Thailand, a agency contract or agency by law is a contract (power of attorney) where one person (the principal) grants authority for another person (the agent) to act on his behalf with a third party.
Section 797. Agency is a contract whereby a person, called the agent, has authority to act for another person, called the principal, and agrees so to act.
Agency may be express or implied.
Section 798. If a transaction is by law required to be made in writing, the appointment of an agent for such transaction must also be made in writing.
If the transaction is required to be evidenced by writing, the appointment of an agent for such transaction must also be evidenced by writing.
Section 799. The principal who employs an incapable person as an agent is bound by the act of that agent.
Section 800. The agent who has a special authority may do on behalf of his principal whatever is necessary for the due execution of the matters entrusted to him.
Section 801. The agent who has a general authority may do all acts of management on behalf of his principal.
He cannot do such acts as:
- Selling or mortgaging immovable property.
- Letting immovable property for more than three years.
- Making a gift.
- Making a compromise.
- Entering an action in Court.
- Submitting a dispute to arbitration.
Section 802. In case of an emergency, the agent is presumed to have an authority to do, in order to protect his principal from loss, all such acts as would be done by a person of ordinary prudence.
Section 803. The agent is not entitled to receive remuneration unless it is provided by the contract, or may be implied from the course of dealing between the parties or by usage.
Section 804. If several agents have been appointed in one contract by the same principal for the same matters, it is presumed that they cannot act separately.
Section 805. An agent may not without his principal's consent enter into a juristic act in the name of his principal with himself in his own name, or as agent of a third party, unless the juristic act consists exclusively in the performance of an obligation.
Section 806. An undisclosed principal may declare himself and assume any contract entered into on his behalf. But the principal who allows his agent to act as a principal cannot prejudice the rights of the third person against the agent acquired before notice of agency.
DUTIES AND LIABILITIES OF THE AGENT TO THE PRINCIPAL
Section 807. The agent must act according to the express or implied directions of the principal. In the absence of such directions, he must pursue the accustomed course of business in which he is employed.
The provisions of Section 659 concerning Deposit apply mutatis mutandis .
Section 808. The agent must act personally, unless he has authority to act by subagent.
Section 809. If required by principal, the agent must at all reasonable times give information as to the conditions of the matter entrusted to him. He must render an account after the agency has come to an end.
Section 810. The agent must hand over to the principal all the moneys and other properties which he receives in connection with the agency.
Section 811. If the agent has used for his own benefit money which ought to have handed over to the principal or to have used for the principal, he must pay interest thereon from the day when he used it for his own benefit.
Section 812. The agent is liable for any injury resulting from his negligence or non-execution of agency, or from an act done without or in excess of authority.
Section 813. The agent who appoints a subagent designated by the principal is liable only in case he knew his unfitness or untrustworthiness and omitted to inform the principal thereof or to revoke the subagency.
Section 814. The subagent is directly liable to the principal and vice versa.
DUTIES AND LIABILITIES OF THE PRINCIPAL TO THE AGENT
Section 815. The principal must, if so required, advance to the agent such sums as are necessary for the execution of the matters entrusted to him.
Section 816. If the agent in executing the matters entrusted to him has made advances or expenses which could reasonably be regarded as necessary, he may claim from the principal reimbursement with interest from the day when they were made.
If the agent in executing the matters entrusted to him has assumed an obligation which could reasonably be regarded as necessary, he may require the principal to perform in his place or if the time of its maturity has not yet arrived, to give proper security.
If the agent by reason of the execution of the matters entrusted to him has suffered damage without fault on his part he may claim compensation from the principal.
Section 817. In case remuneration is to be paid, it is payable, unless otherwise agreed, only after the agency has come to an end.
Section 818. The agent is not entitled to remuneration in respect of that part of his agency which he has misconducted.
Section 819. The agent is entitled to retain any property of the principal in his possession by reason of agency until he has been paid all that is due to him on account of agency.
LIABILITY OF PRINCIPAL AND AGENT TO THIRD PERSONS
Section 820. The principal is bound to third persons by the acts which the agent or the subagent has done within the scope of his authority by virtue of his agency.
Section 821. A person who holds out another person as his agent or knowingly allows another person to hold himself out as his agent, is liable to third persons in good faith in the same way as such person was his agent.
Section 822. If an agent does an act in excess of his authority, but the third person has reasonable grounds, arising from the act of the principal, to believe that it was within his authority, the provisions of the foregoing section apply correspondingly.
Section 823. If an agent does an act without authority or beyond the scope of his authority, such act does not bind the principal unless he ratifies it.
If the principal does not ratify, the agent is personally liable to third persons, unless he proves that such third persons knew he was acting without authority or beyond the scope of the authority.
Section 824. An agent who makes a contract on behalf of a principal who is, and has his domicile, in a foreign country is personally liable on the contract although the name of the principal has been disclosed, unless the terms of the contract are inconsistent with his liability.
Section 825. A principal is not bound by a contract entered into by his agent with a third person, if the contract was entered into by the agent in consideration of any property or other advantage privately given or promised to him by such third person, unless the principal has given his consent.
EXTINCTION OF AGENCY
Section 826. Agency is extinguished by the principal revoking or by the agent renouncing the agency.
It is also extinguished when either party dies or becomes incapacitated or bankrupt, unless the contrary appears from the terms of the agreement or the nature of the business.
Section 827. The principal may revoke the authority and the agent may renounce the agency at any time.
Exept in case of unavoidable necessity, the party who revokes or renounces the agency at a time which is inconvenient to the other party is liable to such party for any injury resulting therefrom.
Section 828. When agency is extinguished by the death of the principal or by the principal becoming incapacitated or bankrupt, the agent must take all reasonable steps to protect the interest entrusted to him until the heirs or representatives of the principal can protect such interest.
Section 829. When agency is extinguished by the death of the agent or the agent becoming incapacitated or bankrupt, the heir or the person having lawful charge of the agent's estate must notify the principal and take steps to protect the interest of the principal as may be reasonable under the circumstances until the principal can protect such interest.
Section 830. The causes for extinction of agency, whether arising from the principal or agent, cannot be set up against the other party, until they have been notified to the other party or the latter has knowledge of them.
Section 831. The extinction of agency cannot be set up against a third person acting in good faith, unless the third person is ignorant of the fact through his own negligence.
Section 832. On extinction of agency, the principal is entitled to demand the surrender of any written authority given to the agent.
Section 833. A commission agent is a person who, in the course of his business undertakes to buy sell property or undertakes any other commercial transaction in his own name on account of the principal.
Section 834. Unless otherwise agreed, a commission agent is entitled to a usual rate of remuneration on every transaction concluded by him.
Section 835. The provisions of this Code concerning Agency apply to Commission Agency in so far as they are not contrary to the provisions of this Chapter.
Section 836. An incapacitated person cannot act as commission agent unless duly authorized to that effect.
Section 837. The commission agent, by a sale or purchase or any other transaction made on account of the principal, acquires rights against the other party to such transaction and becomes bound to him.
Section 838. If the other party to the transaction does not perform his obligation, the commission agent is not himself liable to the principal for the performance unless it is provided by the contract, or may be implied from the course of dealing between the principal an agent, or by local usage.
The commission agent who undertakes to guarantee the execution of a contract upon the terms mentioned in the foregoing paragraph is a del credere agent and is entitled to a special remuneration.
Section 839. When a commission agent has made a sale for a lower price or a purchase for a higher price than that designated by the principal, if the agent takes upon himself the difference, such sale or purchase takes effect against the principal.
Section 840. When a commission agent has made a sale for a higher price or purchase for a lower price than that designated by the principal, he cannot take the benefit on such transaction and must account it to the principal.
Section 841. The commission agent shall report his activities to the principal, and upon execution of the commission, shall inform the principal without delay.
Section 842. Where a property has been entrusted to a commission agent the provisions of this Code concerning Deposit apply mutatis mutandis.
In case of unavoidable necessity the commission agent may dispose of the property in a manner provided in Section 631 concerning Carriage.
Section 843. A commission agent who has been ordered to sell or buy a property which has an exchange quotation may himself be the buyer or seller, unless he is expressly forbidden by the contract. In such a case the price to be paid is determined by the quotation of such property on the exchange at the time when the commission agent gives notice of his being the buyer or seller.
On receiving such notice the principal is deemed to have accepted the transaction, unless he refuses it at once.
A commission agent may even in such case charge remuneration.
Section 844. Between the principal and the commission agent, a transaction concluded by the latter shall have the same effect as if it had been concluded directly in the name of the principal.