## Facts

- Mount Carmel Investments Ltd and Peter Thurlow Ltd were involved in a dispute regarding a property transaction.
- The core issue was whether Peter Thurlow Ltd acted as agent for Mount Carmel Investments Ltd during the transaction.
- The Court of Appeal examined the extent of factual control Mount Carmel had over Peter Thurlow Ltd.
- Evidence considered included the level of supervision, the nature of instructions given, and the extent of Peter Thurlow Ltd's independence.

## Issues

1. Whether a sufficient level of factual control existed to establish an agency relationship between Mount Carmel Investments Ltd and Peter Thurlow Ltd.
2. Whether an agency relationship can be found in the absence of a formal agreement, based solely on the parties’ conduct.
3. Whether Mount Carmel made representations to third parties sufficient to give rise to apparent authority on the part of Peter Thurlow Ltd.
4. How courts should distinguish between actual and apparent authority in agency law disputes.

## Decision

- The Court held that the existence of an agency relationship depends on the level of factual control exercised, rather than formal or contractual terms.
- It concluded that Mount Carmel Investments Ltd did not exercise requisite factual control over Peter Thurlow Ltd.
- There was no evidence of actual authority, as the necessary explicit or implicit grant of authority was absent.
- The Court also found no basis for apparent authority, as Mount Carmel had not represented to third parties that Peter Thurlow Ltd was authorised to act on its behalf.
- As a result, no agency relationship was established.

## Legal Principles

- Agency relationships may exist even without a formal agreement if the principal exercises sufficient factual control over the agent.
- Actual authority requires an explicit or implicit grant of power from the principal to the agent.
- Apparent authority arises when the principal’s conduct leads third parties reasonably to believe the agent is authorised, even if actual authority is lacking.
- Courts will assess the real conduct and interactions between parties, not merely contractual wording, in determining agency.
- Transparent communication and clear documentation are essential to avoid disputes over authority in commercial transactions.

## Conclusion

The judgment in Mount Carmel Investments Ltd v Peter Thurlow Ltd [1988] 1 WLR 1078 confirms that the determination of agency relationships centres on factual control rather than formal agreements, and it highlights the significance of distinguishing between actual and apparent authority in complex commercial dealings.