Agency by Estoppel

Agency by Estoppel
Agency by Estoppel
Full Overview Of Agency by Estoppel

At DLS Solicitors, we understand agency law’s complexities and significant role in commercial transactions and relationships. One of the key concepts within this domain is “agency by estoppel.” This overview provides a detailed examination of agency by estoppel, exploring its definition, legal principles, practical applications, and potential challenges. This guide will help you understand the intricacies of agency by estoppel and how it might apply to various legal scenarios.

What is Agency by Estoppel?

Agency by estoppel, also known as apparent authority, occurs when a principal’s actions or inactions lead a third party to believe that an agent has the authority to act on behalf of the principal, even if no actual authority was granted. This form of agency is based on the doctrine of estoppel, which prevents a principal from denying the agency relationship if their conduct has misled a third party into believing that such a relationship exists.

The legal foundation of agency by estoppel is rooted in common law principles, specifically the doctrine of estoppel. This doctrine ensures fairness and prevents individuals from benefiting from their misleading conduct. In the context of agency law, it holds that if a principal has represented, either by words or conduct, that another person has the authority to act on their behalf, the principal cannot later deny the agency relationship if a third party has relied on that representation to their detriment.

Main Elements of Agency by Estoppel

For agency by estoppel to be established, several key elements must be present:

  • Representation by the Principal: The principal must have made a representation, either through words or conduct, that the agent has the authority to act on their behalf.
  • Reliance by the Third Party: The third party must have relied on the representation, believing that the agent has the authority to act for the principal.
  • Detriment to the Third Party: The third party must have suffered a detriment or loss due to their reliance on the representation.

Practical Applications of Agency by Estoppel

Commercial Transactions

Agency by estoppel frequently arises in commercial transactions where one party’s conduct leads another party to believe that an agent has the authority to enter into a contract on behalf of the principal. For instance, if a company allows an employee to negotiate contracts consistently without explicitly granting them formal authority, the company may be able to deny the employee’s authority if a third party reasonably relied on their apparent authority.


In partnerships, agency by estoppel can occur when one partner acts on behalf of the partnership and is perceived as authorised by the other partners. If a third party relies on this perceived authority, the partnership may be bound by the partner’s actions, even if no actual authority exists.

Real Estate Transactions

In real estate transactions, agency by estoppel can arise when a property owner allows a third party to act as their agent in dealings with potential buyers or tenants. If the property owner’s conduct suggests that the agent has the authority to negotiate or conclude agreements, the property owner may be estopped from denying the agent’s authority.

Avoiding Unintended Agency by Estoppel

To avoid unintended agency by estoppel, principals should take the following precautions:

  • Clear Communication: Communicate any agent’s authority limits to the agent and third parties. This helps prevent misunderstandings and reliance on apparent authority.
  • Consistent Conduct: Ensure that your conduct does not suggest that an agent has more authority than they do. Avoid actions that could be interpreted as endorsing an agent’s authority.
  • Formal Documentation: Use written agreements to define an agent’s authority’s scope explicitly. This provides clear evidence of the agent’s authority and helps prevent disputes.

Establishing Agency by Estoppel

To establish agency by estoppel, the following steps can be helpful:

  • Evidence of Representation: Gather evidence of the principal’s representation that the agent had authority. This could include written communications, documented actions, or witness testimonies.
  • Proof of Reliance: Demonstrate that the third party relied on the representation, leading them to believe that the agent had the authority to act on behalf of the principal.
  • Showing Detriment: Provide evidence that the third party suffered a detriment or loss due to their reliance on the representation.

Potential Challenges and Solutions

Disputes Over Authority

Disputes over the extent of an agent’s authority are common in cases of agency by estoppel. Clear documentation and communication of the agent’s authority can help prevent and resolve such disputes. Without clear documentation, witness testimonies and circumstantial evidence may be used to establish the scope of the agent’s apparent authority.

Misleading Conduct

Principals must be cautious of their conduct to avoid unintentionally creating apparent authority. Regular training and clear policies for employees and agents can help ensure that their actions do not mislead third parties regarding their authority.

Legal Liability

In an agency by estoppel, principals can be held liable for agents’ actions even if no actual authority is granted. This underscores the importance of monitoring agents’ activities and taking corrective action if they exceed their authority.

Case Studies and Examples

Case Study 1: Commercial Contract

A case involving an agency by estoppel occurred when a company’s sales representative consistently negotiated contracts with customers. Although the representative did not have formal authority to finalise contracts, the company’s conduct suggested otherwise. When a customer relied on the representative’s apparent authority and entered into a contract, the company was estopped from denying the representative’s authority, and the contract was deemed binding.

Case Study 2: Real Estate Agent

In a real estate scenario, a property owner allows an individual to show their property to potential tenants and discuss lease terms. The owner’s conduct led a prospective tenant to believe the individual had the authority to finalise lease agreements. When the tenant signed a lease and later discovered that the individual lacked actual authority, the owner was estopped from denying the agency relationship, and the lease was upheld.

Given the complexities and potential liabilities associated with an agency by estoppel, obtaining professional legal advice is crucial. At DLS Solicitors, we offer expert guidance and support in matters involving agency relationships and estoppel. Our experienced team can assist with the following:

  • Drafting Clear Agreements: Ensuring that agency agreements are clear and unambiguous, outlining the scope of an agent’s authority.
  • Dispute Resolution: Representing clients in disputes over agency relationships and authority, providing effective legal solutions.
  • Training and Compliance: Advising businesses on best practices for managing agency relationships and avoiding unintended estoppel situations.


Agency by estoppel is a significant concept in agency law, preventing principals from denying an agency relationship when their conduct has led third parties to reasonably believe that such a relationship exists. Understanding the principles and implications of agency by estoppel is essential for businesses and individuals involved in commercial transactions, partnerships, and real estate dealings.

At DLS Solicitors, we are committed to providing comprehensive legal support to our clients, ensuring their rights and interests are protected in matters involving agency relationships. Whether you are seeking to establish an agency relationship, avoid unintended estoppel, or resolve disputes over apparent authority, our dedicated team is here to help.

By providing this detailed overview, we aim to demystify the concept of agency by estoppel and offer practical insights into its application. At DLS Solicitors, we are here to support you through every step of the process, ensuring that you are well informed and confident in addressing any legal challenges related to agency relationships.

If you require further information or legal assistance regarding agency by estoppel or any other related matters, do not hesitate to contact us at DLS Solicitors. This comprehensive guide aims to provide a thorough understanding of agency by estoppel, its legal framework, and practical applications. At DLS Solicitors, we are dedicated to helping our clients navigate the complexities of agency law with confidence and expertise.

Agency by Estoppel FAQ'S

Agency by Estoppel, also known as apparent or ostensible agency, arises when a person (the principal) creates an impression through their actions or inactions that another person (the agent) has the authority to act on their behalf. Third parties who rely on this representation can hold the principal accountable for the agent’s actions.

Actual agency is created by an explicit agreement between the principal and the agent. Agency by Estoppel, on the other hand, occurs without an explicit agreement but is based on the principal’s conduct that leads a third party to believe that the agent is authorised to act on the principal’s behalf.

The key elements include:

  1. Representation: The principal must have made a representation, through words or conduct, that the agent has authority.
  2. Reliance: The third party must have relied on this representation.
  3. Change of Position: The third party must have suffered a detriment or changed their position based on the reliance on the representation.

Yes, silence or inaction can lead to agency by estoppel if the principal’s failure to correct a mistaken belief leads a third party to reasonably believe that the agent has the authority to act on the principal’s behalf.

An example would be if a company’s director allows an employee to negotiate contracts on behalf of the company, and the third parties dealing with the employee reasonably believe the employee has such authority. If the company benefits from these contracts and does not correct this belief, the company may be bound by the employee’s actions under Agency by Estoppel.

A principal can avoid the creation of an agency by estoppel by clearly communicating the limits of an agent’s authority to third parties, promptly correcting any mistaken beliefs about the agent’s authority, and taking steps to prevent any misleading conduct that could imply such authority.

Yes, a third party can use agency by estoppel as a defence if the principal tries to deny the agent’s authority after the third party has reasonably relied on the principal’s representation. The court may uphold the agent’s actions as binding on the principal.

Agency by Estoppel can apply to all types of agents, including employees, independent contractors, and other representatives, as long as the elements of representation, reliance, and change of position are present.

If agency by estoppel is established, the third party may seek to enforce the contract or agreement made by the agent on behalf of the principal. The principal may be held liable for fulfilling the obligations under the contract or compensating the third party for any losses incurred.

Agency by estoppel can be terminated if the principal takes clear and effective steps to communicate the termination of the agent’s authority to third parties. This includes notifying all relevant parties and ensuring that no further representations are made that could lead to a belief in the agent’s authority.


This site contains general legal information but does not constitute professional legal advice for your particular situation. Persuing this glossary does not create an attorney-client or legal adviser relationship. If you have specific questions, please consult a qualified attorney licensed in your jurisdiction.

This glossary post was last updated: 16th July 2024.

Cite Term

To help you cite our definitions in your bibliography, here is the proper citation layout for the three major formatting styles, with all of the relevant information filled in.

  • Page URL:
  • Modern Language Association (MLA):Agency by Estoppel. DLS Solicitors. July 23 2024
  • Chicago Manual of Style (CMS):Agency by Estoppel. DLS Solicitors. (accessed: July 23 2024).
  • American Psychological Association (APA):Agency by Estoppel. Retrieved July 23 2024, from website:
Avatar of DLS Solicitors
DLS Solicitors : Family Law Solicitors

Our team of professionals are based in Alderley Edge, Cheshire. We offer clear, specialist legal advice in all matters relating to Family Law, Wills, Trusts, Probate, Lasting Power of Attorney and Court of Protection.

All author posts