Intellectual Property Rights: Practice and Drafting by Adv Gautam Matani. Register Now!
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Key Takeaways

  • Bailment is the transfer of personal property to another person, known as the bailee, for safekeeping or temporary use, even without a formal contract. It involves legal obligations, and negligence resulting in property damage can lead to legal consequences.
  • In India, the Indian Contract Act of 1872 under Section 148 governs the establishment and enforcement of contracts, including bailment, by outlining rights, obligations, and the entire contract lifecycle. In Canada, bailor and bailee relationships are regulated by provincial legislation, with the Supreme Court defining bailment as the temporary possession of goods with an understanding of their return. In the United States, the Uniform Commercial Code (UCC) addresses bailment under Article 7, although individual states may have their own variations.
  • A bailor is responsible for transferring possession of personal property to a bailee for a specific purpose. The bailor has a duty to deliver the property in a safe and secure condition, disclose any known defects or risks, and provide instructions for its use. The bailee has a duty to exercise reasonable care and diligence in the care of the property while it is in their possession, and return the property to the bailor in the same condition as received. Both parties must take steps to reduce risks and safeguard interests during bailment.


The act of transferring personal property to another person for safekeeping, temporary control, or usage is known as bailment. Even if no contract has been executed, a bailment is a type of contractual arrangement.

 A bailment is the legally binding transfer of property or assets from a bailor to a bailee who must both plan to use and actually possess the subject matter of the bailment. Property harm or loss brought on by carelessness might cause legal issues. The law recognizes a bailment in a variety of circumstances, including those where the bailor and bailee stand to gain equally as well as when either party stands to gain exclusively. A bailment is established when the parties trade goods or services, such as when the bailor leaves his property with the bailee to be fixed and then agrees to pay for the repairs.

Meanwhile, the establishment and enforcement of contracts including the above bond in India are governed by the Indian Contract Act of 1872. In addition to establishing the rights and obligations of the contracting parties, it offers a thorough framework for the formation, execution, and termination of contracts. Essential topics covered by the Act include acceptance and offer, consideration, the capacity to enter into a contract, free consent, the legality of objects, and different sorts of contracts. 

Laws In Place 

The requirements of Sections 148 to 181 of the Indian Contract Act, 1872 govern the bond between a bailor and a bailee. The rights, obligations, and duties of bailors and bailees are addressed in these sections expressly. The relevant parts are detailed below in more detail:

Section 148 of the Indian Contract Act, 1972 defines the Contract of bailment and discusses the rights, obligations, and responsibilities placed on the bailor and bailee in order to protect their interests.

Various aspects of bailment are covered in Sections 150-154 to 181, including the rights of the finder of goods, the bailee's liability for unauthorized use of goods, the bailee's right to use the goods bailed, the bailee's responsibility in cases of wrongful detention of goods, and the termination of bailment.

In Canada, as provincial governments are in charge of regulating contracts, the legal ramifications of the connection between a bailor and a bailee are governed by provincial legislation. The Supreme Court of Canada defined "bailment" as when one person accepts delivery and temporarily takes possession of another's goods with the understanding that they will be returned to the owner or his designee. 

1)This definition came from the court's ruling in 

Seaspan International Ltd. vs The Kostis Prois [1974] SCR 920 at para 10] as- 

 ‘A bailment is unique in that it can exist without a written agreement and is believed to impose trust-like obligations on the bailee. Despite the fact that a bailment is not a trust when the bailee voluntarily accepts possession of items that belong to another ’

2) In the 2007 decision of Lynn v. Sylvestre, the court made it clear that a bailee's duty of care is not absolute and is instead based on the terms of the bailment agreement and the particular facts of the case. According to the court, the bailee was not responsible for the loss of the item because they had taken reasonable care of it.

In the United States, the legal aspects of the relationship between a bailor and a bailee are primarily governed by state laws, which can vary to some extent. However, there are certain common principles and legal frameworks that apply nationwide. Here are the key laws and principles governing bailor and bailee in the USA:

1. Uniform Commercial Code (UCC): The UCC, adopted in whole or in part by all 50 states, governs various aspects of commercial transactions, including bailment. Article 7 of the UCC specifically addresses the bailment of goods. However, it's important to note that some states may have made modifications or have their own statutes concerning bailment. For example -

Honeycutt Produce Co. v. Safeway Insurance Co. (2001): In this instance, there was a disagreement regarding the bailee's responsibility for damage to a fruit cargo. The court ruled that regardless of negligence, a bailee is liable for damage to goods that have been bonded out if it occurred while the goods were in the bailee's custody and control.

2. Elements of Bailment: 

  • The most important details of a bailment are the delivery of possession, acceptance of responsibility, intent, control and possession, duty of care, return or disposal, and intent to create a bailment relationship. 
  • The bailor must deliver the property to the bailee, and the bailee must accept the responsibility of taking care of the property. The intent to create a bailment relationship is usually implied from the circumstances or can be explicitly stated in a contract or agreement. 
  • The bailee must exercise control over the property while the bailor gives up control during the period of bailment. The bailee has a duty to take reasonable care of the property while it is in their possession. 
  • The bailee is obligated to return the property to the bailor at the end of the bailment period or according to the agreed-upon terms.

Rights and duties of Bailor and Bailee

The Indian Contract Act outlines the rights and duties of a bailor as:

1)The bailor has the right to demand the return of the goods from the bailee once the purpose of the bailment is accomplished or the agreed-upon period expires. 

2)The bailor is entitled to receive compensation from the bailee for any harm caused to the goods during the bailment period unless the harm is due to unavoidable circumstances. 

3)The bailor can terminate the bailment before the agreed-upon period in certain situations. The bailor must disclose any known defects in the goods that may affect their use or safety to the bailee.

Ex- Mr. Y has the right to end the bailment arrangement earlier than the predetermined time period if Mr. X misuses the car or does not utilize it as agreed, for as by utilizing it for racing events when it was solely intended for personal use.

4)The bailor is responsible for reimbursing the bailee for any necessary expenses incurred in the preservation or improvement of the goods.

Ex- Mr. A is required to reimburse Mr. B for any costs Mr. B incurred to service or repair Mr. B's vehicle in order to maintain or improve it.

 5)The bailor has the right to claim compensation for any resulting loss or damage if the bailee uses the goods in a manner not authorized by the bailor.

For the bailee:

1) The bailee has the right to possess and use the goods according to the terms of the bailment, claim expenses, exercise reasonable care and caution in handling and preserving the goods, and not make any unauthorized use of the goods beyond the terms of the bailment agreement. 

Ex- The right to possess and use a vehicle is granted to a bailee who borrows a vehicle from a friend for the duration of the bailment. Likewise, a bailee has a responsibility to use reasonable care when handling and using a laptop they have rented from a provider. It must be safeguarded against theft, damage, and unauthorized access.

2)The bailee is also obligated to return the goods to the bailor or according to the bailor's instructions once the purpose of the bailment is fulfilled or the agreed-upon period expires.

3) If the goods have generated any profits, the bailee is required to return those profits to the bailor.

Understanding the rights and duties of a bailor and bailee is essential for legal protection, clear terms of agreement, liability determination, risk management, and building strong business relationships. This ensures that both parties are aware of their responsibilities and can exercise their rights appropriately, leading to smoother transactions and reduced potential for conflicts.

Possible Limitations

Bailments can be beneficial in many situations, but there are some potential drawbacks and challenges associated with the roles of a bailor and bailee.

 These include the risk of loss or damage to the goods during the bailment period, disputes over responsibility, and lack of control. For example-

In the case of 

Arvindbhai Rambhai Patel v. Ramdev Food Products Pvt. Ltd. (2014) 3 GLR 1767:

The Gujarat High Court ruled that it is the bailee's responsibility to prove that he used due caution and was not negligent if his failure to exercise reasonable care for the bailed items results in their loss or damage.

 Loss or damage to the goods can lead to financial loss for the bailor and potential liability for the bailee. Disputes over responsibility can lead to disputes and potential legal action. Lack of control can result in a lack of direct oversight and control over the condition and use of the goods, raising concerns about their proper handling and care, like in the instance of

Agrawal Transport Co. v. Indian Oil Corporation AIR (2011) SC 1946:

In this case, the Supreme Court emphasized that the bailee has a responsibility to treat the commodities with reasonable care and is liable for any loss or damage caused by their negligence. The court further ruled that the bailee could not rid himself of responsibility by claiming to be the bailor's agent or contractor.

 Inadequate insurance coverage might result in financial loss for the bailor and make it impossible to make bailee compensation. A breach of agreement may also result in disputes and legal repercussions.

 While the bailee may abuse the products or fail to take due care, the bailor may neglect to report any defects in the items. Conflicts and legal implications may result from these violations and managing the logistics and administrative aspects of a bailment can be complex, especially in cases involving valuable or specialized goods.

Both the bailor and the bailee must be aware of these potential downsides and take the necessary steps to reduce risks and safeguard their interests. This may involve creating a precise and thorough bailment agreement, acquiring adequate insurance, and keeping lines of communication open during the bailment time.


To conclude, important legal issues and a number of laws and principles apply to the relationship between a bailor and a bailee. The opportunity to temporarily entrust a property to a dependable bailee, enabling specialized services, storage, or transportation, is the key benefit from the standpoint of a bailor. A bailor, however, also runs the risk of the property being lost, damaged, or taken without permission. A bailee, on the other hand, gets the benefit of using or managing the property for a defined purpose and frequently is paid in exchange. However, bailees are required by law to handle the property with due care, assuring its security and handling. Liability may ensue from not fulfilling these commitments, which may include monetary losses and reputational harm.

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