Contracts are built on promises, and the next important question is who is responsible for fulfilling those promises? While the promisor (the person making the promise) is the main party expected to perform, there are certain exceptions where other people like agents, legal representatives, or even third parties can step in. Let’s look at who can legally perform a contract under Indian Contract Law.
The Promisor
Generally, the person who made the promise (the promisor) must perform it. Especially in cases where the contract is based on personal skills, taste, or trust like painting a portrait, working as a servant, or performing in an agency the promisor cannot delegate the duty. It must be done personally.
An Agent
In routine or impersonal contracts, such as selling goods or lending money, the law allows the promisor to appoint an agent to perform the contract on their behalf. As per Section 40(2) of the Indian Contract Act, these are not contracts that require personal involvement.
Legal Representatives
If the promisor dies before performing the contract, Section 37 of the Indian Contract Act says that the responsibility passes to their legal representatives. But this applies only if the nature of the contract is not personal, or unless the contract itself shows that personal performance was intended.
In U.P. State Sugar Corporation v. Mahalchand M. Kothari, the court held that when property is transferred, the transferee becomes responsible for the liabilities associated with the property even if a receiver managed it before the transfer.
You can also read the latest judgment of Kesavananda Bharati v. State of Kerala Case.
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A Third Person
Under Section 41, if the promisee (the one to whom the promise is made) voluntarily accepts performance from someone who is not the promisor, they lose the right to enforce the contract against the original promisor later. This was seen in Hirachand Punamchand v. Temple, where a debt was considered settled because the creditor accepted a smaller amount from the debtor’s father. The performance, even though done by a third party, was accepted in full and final settlement.
Joint Promisors
In cases where two or more people make a promise together (joint promisors), the promisee can choose to hold any one or more of them responsible for the entire contract. This is applicable when there’s no contrary agreement. In Mukund Das Raja Bhagwan Das v. State Bank of Hyderabad, it was held that any of the joint promisors can be asked to perform the whole promise.
Refusal to Perform a Promise
If one party refuses to perform their promise completely, or disables themselves from doing so, the other party the promisee has the right to end the contract. However, if the promisee, by conduct or words, agrees to continue despite the refusal, then the contract may still go on.
In M. Kamalakannan v. M. Manikannan, the plaintiff withheld part of the payment to ensure the defendant would fulfill his obligation to vacate the property. This led to a dispute about whether that partial non-payment broke the contract or not.
Conclusion
In contract law, performance can be done by different people depending on the nature of the contract. While personal contracts need to be performed by the promisor, impersonal ones can be handled by agents or legal representatives. Sometimes, even a third party's performance can discharge the contract, but only if the promisee accepts it. The law gives flexibility, but also makes sure that parties don’t misuse it by avoiding their responsibilities.
