Oliver Döser v Miguel Ángel Capriles López

Actual authority is determined objectively from the principal’s manifestations and does not extend to an agent’s dishonest conduct against the principal’s interests. Apparent authority requires a manifestation by the principal to the third party; entrusting property to an agent alone is insufficient. A purchaser relying on section 2(1) of the Factors Act 1889 must establish an ordinary-course disposition and good faith without notice. Missing vehicle registration documents are significant but not conclusive. Transaction irregularities and deliberate avoidance of inquiry may establish lack of good faith and notice.

Oliver Döser claimed ownership of a 1973 Porsche 911 that he had bought in 2019. He had authorised Richard Edwards to transport it to England for a potential sale. Edwards instead sold it to Miguel Ángel Capriles López, a vintage-car collector, for £516,750 and arranged its delivery to Lisbon. Capriles’s son-in-law, Mr Rosales, had negotiated the purchase on his behalf.

Döser sought a declaration that he remained the owner, delivery of the Porsche or damages. Capriles argued that Edwards had actual or apparent authority, that Döser had ratified the sale, or, alternatively, that Capriles acquired title under section 2 of the Factors Act 1889. The court had to determine whether Döser’s title had passed by any of those routes.

1. The claim succeeded. Döser had established that he owned the Porsche before the disputed transaction and remained its owner.
2. Actual authority is assessed objectively from the principal’s acts, communications and their context. It does not extend to an agent acting dishonestly to advance his own interests against the principal’s. The court found that Edwards lacked authority to sell at the agreed price or release the Porsche without payment. His concealment of the negotiations and transfer was contrary to Döser’s interests. The court applied the principle stated in Philipp v Barclays Bank UK Plc [2024] AC 346.
3. Apparent authority requires a manifestation by the principal to the third party. Döser had made no such representation. His entrusting the Porsche to Edwards and permitting inspection or preparation of an inspection report did not confer authority to dispose of it at a price Edwards chose.
4. Ratification required full knowledge of the material circumstances when the act was ratified. Döser and Höllbauer did not know of Capriles, the agreed price or the transfer of possession. The commission paid to Höllbauer therefore did not ratify the sale.
5. To establish the defence under section 2(1) of the Factors Act 1889, Capriles had to prove that the disposition was in the ordinary course of a mercantile agent’s business and that he acted in good faith without notice of Edwards’s lack of authority. Applying the approach in Oppenheimer v Attenborough & Sons [1908] 1 KB 221, the court found the transaction was not in the ordinary course. A second-hand vehicle sale without registration documents is normally outside the ordinary course, although their absence is not conclusive. The false account of the documents, unexplained payment entities, bank-compliance arrangements and unusual price negotiations reinforced that conclusion.
6. The court also found that Capriles had notice and had not acted in good faith. Mere negligence is insufficient by itself, but surrounding circumstances may evidence bad faith. Deliberately shutting one’s eyes to information that an honest person would investigate may defeat protection under the Act. The court relied on the principles in Summers v Havard [2011] EWCA Civ 764, Jones v Gordon (1877) 2 App Cas 616 and Re Gomersall (1875) 1 Ch D 137. The concerns about title, missing documents, shifting invoice identities and requests to circumvent bank compliance were clear warning signs.
7. The court proposed a declaration that Döser remained the owner. The parties were invited to agree the order’s terms and the appropriate value of repair work funded by Capriles.