Background
Oliver Döser bought a 1973 Porsche 911 2.7 RS Touring in 2019 for €482,000. In 2022, with Döser’s consent, the car was transported from Germany to England in connection with a proposed three-car sale arranged through Richard Edwards. Döser understood that the Porsche would be sold as part of a £2.2 million transaction, with £850,000 allocated to it.
Without informing Döser, Edwards negotiated with representatives of Miguel Ángel Capriles López and arranged for the Porsche to be invoiced at £516,750. Capriles paid that amount to an entity associated with “Max Kay,” and the car was delivered to Lisbon. Döser received none of the proceeds and later reported the Porsche stolen. He sought a declaration that he remained its owner, delivery of the car or, alternatively, damages.
The Court’s Holding
The High Court held that Döser had established his original title and that Edwards lacked actual authority to sell the Porsche to Capriles for £516,750 or to release it on receipt of that sum. The proposed sale authorised by Döser involved a materially higher agreed price, while Edwards concealed the Capriles negotiations, the payment and the transfer. Edwards’s dishonest conduct against Döser’s interests also fell outside any authority conferred on him. Apparent authority failed because Döser made no representation to Capriles or his representatives that Edwards could dispose of the car on those terms. Ratification also failed because Döser lacked knowledge of the material circumstances of the transaction.
Capriles could not obtain good title under section 2(1) of the Factors Act 1889. The transaction was not conducted in the ordinary course of a mercantile agent’s business, given the missing registration documents, contradictory accounts of ownership, shifting invoice issuers and payment recipients, unusual price negotiations and attempts to circumvent bank-compliance scrutiny. The court also found that Capriles had notice of Edwards’s lack of authority, or suspected it and wilfully shut his eyes to available means of inquiry. It therefore declared that Döser remained the Porsche’s owner.
Key Takeaways
- Entrusting a vehicle to an intermediary for inspection or a proposed sale does not, without a representation by the owner, give that intermediary apparent authority to sell it on materially different terms.
- Ratification of an unauthorised sale requires full knowledge of its material circumstances; awareness of a commission payment connected with a proposed multi-car transaction was insufficient.
- A buyer relying on section 2 of the Factors Act must prove both an ordinary-course disposition and good faith without notice; missing title documents, unexplained payment entities and ignored warning signs can defeat that protection.
Why It Matters
The judgment underscores the title risk in high-value classic-car transactions conducted through informal intermediaries. Buyers cannot rely merely on possession, access to inspection or assurances from the intermediary when the seller’s identity, authority, documentation and payment arrangements remain unclear.
Although Döser sought damages rather than delivery as his primary remedy, the judgment resolved ownership only and invited the parties to agree the value of repair work funded by Capriles and the terms of the resulting order.