Section 821 — Ostensible (apparent) agency
Statutory text (Thai original)
บุคคลผู้ใดเชิดบุคคลอีกคนหนึ่งออกแสดงเป็นตัวแทนของตนก็ดี รู้แล้วยอมให้บุคคลอีกคนหนึ่งเชิดตัวเขาเองออกแสดงเป็นตัวแทนของตนก็ดี ท่านว่าบุคคลผู้นั้นจะต้องรับผิดต่อบุคคลภายนอกผู้สุจริตเสมือนว่าบุคคลอีกคนหนึ่งนั้นเป็นตัวแทนของตน
Verbatim from the Royal Gazette / Office of the Council of State
คำแปลภาษาอังกฤษ
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.
This English translation is provided for reference only and has not yet been firm-verified — always rely on the Thai original.
Firm annotation
Section 821 is part of Book 3 (Specific Contracts) of the Thai Civil and Commercial Code. This entry is awaiting firm-authored commentary; the statutory text above is verbatim from the Office of the Council of State (OCS Krisdika) Thai source, with the English translation from the FAO/UN FAOLEX repository. Always rely on the Thai original for legal proceedings.
Why this matters in practice
For lawyers: to trigger Section 821 three conditions must be met — (1) a holding-out by the alleged principal, (2) a good-faith third party who relied on it, and (3) the third party's belief that they were dealing with the principal. For laypersons: if a company lets someone act as if they represent it, the company is bound even if no formal authority was granted.
Legislative history
Part of the original Civil and Commercial Code codification; no major subsequent amendment.
Supreme Court decisions interpreting this section
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Supreme Court Judgment No. 11188/2558 (2015) ★ Landmark
Apparent agency requires actual reliance by a good-faith third party who genuinely believed the agent was acting for the disclosed principal.
Apparent agency under Section 821 requires not only that the alleged principal hold out the agent, but also that the third party must in fact have been misled into believing they were dealing with the principal. If the third party knew the true situation, Section 821 does not apply.
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Supreme Court Judgment No. 5683/2552 (2009)
Repeated acquiescence in another person's acts as if they were the agent constitutes a holding-out that binds the alleged principal under Section 821.
Where the defendant allowed a co-defendant to conduct purchases of fertiliser in the defendant's name on five prior occasions without objection, the defendant was found to have held out the co-defendant as apparent agent; the defendant was therefore bound by the co-defendant's sixth purchase.
Curated decisions with case numbers verified against the Supreme Court database. English renderings are the firm's editorial translation for study.
Frequently asked questions
Can a company be bound by a person it never formally appointed as agent?
Yes, under Section 821. If the company's conduct led a good-faith third party reasonably to believe that the person was acting as the company's agent, the company is liable to that third party as if a formal agency existed. The third party must have actually relied on that belief.