Report No. 68

Construction of powers of attorney

3.8. Sections 2 and 3, dealt with so far, are the important provisions. The general principles regarding the construction of a power of attorney arc well settled. The power must be strictly construed as giving only such authority as it confers expressly or by necessary implication. In particular,-(1) The operative part of the instrument is controlled by the recitals; (2) where an authority is given to do particular acts, followed by general words, the general words are restricted to what is necessary for the performance of the particular acts; (3) the general words do not confer general powers, but are limited to the purpose for which the authority is given, and are construed as enlarging the special powers only when necessary for that purpose; (4) a power-of-attorney is construed so as to include all powers necessary for its effective execution1.

Where an act purporting to be done under a power-of-attorney is challenged as being in excess of the authority conferred by the power, it is necessary to show that on a fair construction of the whole instrument the authority in question is to be found within four corners of the instrument, either in express terms or by necessary implication2

The general words used in the subsequent clauses of a power-of-attorney must be read with the special powers given in the carper clauses, and cannot be construed so as to enlarge the restricted powers therein mentioned.3-4

1. Auantha v, Rattnasabhabhale, (1968) 2 Mad. L.J. 574.

2. Bank of Bengal: v Ramanathan Chetty, 43 LA. 48, 55.

3. O.A.P.R.M.A.R. Ada:kappa Chettiar v. Thomas Cook & Son, A.I.R. 1933 P.C. 78.

4. Such Lam v. Prafiaa, I L.P.. (1966) Cut. 90, 93 (Misra,J.)