Gaines v. Kelly, 235 S.W.3d 179 (Tex. 2007). · Go Syfert
Gaines v. Kelly, 235 S.W.3d 179 (Tex. 2007). Cases Citing This Book View Copy Cite
397 citation events (397 in the last 25 years) across 13 distinct courts.
Strongest positive: Sunergon Oil, Gas & Mining Group, Inc. v. Arnulfo Montes Cuen (texapp, 2021-08-26)
Treatment trajectory · 2006 → 2026 · click a year to view as-of
2006 2016 2026
Top citers, strongest first. 50 distinct citers.
examined Cited as authority (verbatim quote) Sunergon Oil, Gas & Mining Group, Inc. v. Arnulfo Montes Cuen (3×) also: Cited as authority (rule), Cited "see"
Tex. App. · 2021 · signal: see · quote attribution · 1 verbatim quote · confidence high
an agent's authority to act on behalf of a principal depends on some communication by the principal either to the agent (actual or express authority) or to the third party (apparent or implied authority).
examined Cited as authority (verbatim quote) Business Product Supply v. Marlin Leasing Corporation (2×) also: Cited "see"
Tex. App. · 2013 · signal: see · quote attribution · 1 verbatim quote · confidence high
an agent's authority to act on behalf of a principal depends on some communication by the principal either to the agent (actual or express authority) or to the third party (apparent or implied authority).
discussed Cited as authority (verbatim quote) R & R Marine, Inc. v. Max Access, Inc. (2×) also: Cited as authority (rule)
Tex. App. · 2012 · signal: see · quote attribution · 1 verbatim quote · confidence high
declarations of the alleged agent, without more, are incompetent to establish either the existence of the alleged agency or the scope of the alleged agent's authority.
examined Cited as authority (verbatim quote) National Western Life Insurance Company v. Sheila Newman (4×) also: Cited "see"
Tex. App. · 2011 · signal: see · quote attribution · 3 verbatim quotes · confidence high
because an agent's authority is presumed to be co-extensive with the business entrusted to his care, it includes only those contracts and acts incidental to the management of the particular business with which he is entrusted.
discussed Cited as authority (verbatim quote) Mariana Teixeira Naves v. National Western Life Insurance Company
Tex. App. · 2009 · signal: see · quote attribution · 1 verbatim quote · confidence high
the relevant issue then is not merely the existence of an agency relationship, but rather the scope of that agency.
discussed Cited as authority (verbatim quote) Mariana Teixeira Naves v. National Western Life Insurance Company
Tex. App. · 2009 · signal: see · quote attribution · 1 verbatim quote · confidence high
the relevant issue then is not merely the existence of an agency relationship, but rather the scope of that agency.
examined Cited as authority (verbatim quote) Sanders v. Total Heat & Air, Inc. (5×) also: Cited as authority (rule), Cited "see"
Tex. App. · 2008 · signal: see · quote attribution · 1 verbatim quote · confidence high
declarations of the alleged agent, without more, are incompetent to establish either the existence of the alleged agency or the scope of the alleged agent's authority.
cited Cited as authority (rule) Jean Bowman v. Rawhide Welding Service, LLC
txctapp13 · 2026 · confidence medium
Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007).
cited Cited as authority (rule) AutoLotto, Inc. v. Paychex, Inc.
txctapp3 · 2026 · confidence medium
Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007).
discussed Cited as authority (rule) Spin Capital v. Jet Oilfield
5th Cir. · 2025 · confidence medium
Apparent authority arises “either from a principal knowingly permitting an agent to hold himself out as having authority or by a principal’s actions which lack such ordinary care as to clothe an agent with the indicia of authority, thus leading a reasonably prudent person to believe that the agent has the author- ity he purports to exercise.” Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007) (citation modified).
cited Cited as authority (rule) txnb 2025
Bankr. N.D. Tex. · 2025 · confidence medium
Patel v. Mustang Rental Servs. of Tex., Ltd. 719 S.W.3d 691 , 699 (Tex. App.— Houston [14th Dist.] 2025) (citing Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007)).
discussed Cited as authority (rule) Estate of Janice Keith Manley v. the State of Texas
Tex. App. · 2025 · confidence medium
Thus: “An agent’s authority to act on behalf of a principal depends on some communication by the principal either to the agent (actual or express authority) or to the third party (apparent or implied authority).” Gaines v. Kelly, 235 SW 3d 179, 182 (Tex. 2007).
discussed Cited as authority (rule) James Kirkham v. Taxact Inc (2×)
3rd Cir. · 2025 · confidence medium
Gaines v. Kelly, 235 S.W.3d 179, 183 (Tex. 2007).
examined Cited as authority (rule) Stewart & Stewarts Development, Inc. v. Reuben L. Wright (6×) also: Cited "see", Cited "see, e.g."
Tex. App. · 2025 · confidence medium
Co., 46 S.W.3d at 241 (stating party attacking legal sufficiency of adverse finding on issue on which party had burden of proof must demonstrate that evidence 7 Wright also argues that mere declarations of an alleged agent, standing alone, are “incompetent to establish either the existence of the alleged agency or the scope of the alleged agent’s authority.” Gaines v. Kelly, 235 S.W.3d 179, 184 (Tex. 2007).
cited Cited as authority (rule) Ketelhut v. Allen
Bankr. N.D. Tex. · 2025 · confidence medium
Tex. 2013) (citing Gaines, et al. v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007)).
cited Cited as authority (rule) TCB Elite Fleet, LLC, Chad Gatlin, and Tabitha Gatlin v. Jay Icet
Tex. App. · 2024 · confidence medium
Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007).
discussed Cited as authority (rule) TVO Cobblestone, LLC, Windy Cities Cobblestone, LLC, KLV Trust and Wayne Vandenburg v. ASI Capital, LLC
Tex. App. · 2023 · confidence medium
“Apparent authority is based on estoppel and arises either (1) from a principal knowingly permitting an agent to hold himself or herself out as having authority, or (2) by a principal’s actions that lack such ordinary care as to clothe an agent with the indicia of authority, thus leading a reasonably prudent person to believe that the agent has the authority he or she purports to exercise.” Amerigroup Tex., Inc. v. True View Surgery Ctr., L.P., 490 S.W.3d 562, 566 (Tex. App.—Houston [14th Dist.] 2016, no pet.) (citing Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007)).
cited Cited as authority (rule) Ben Sayani v. Smothermon Family Partners, Ltd. Lynn Family Holdings, Ltd. Ronald Otis Lynn, and Diana Smothermon
Tex. App. · 2023 · confidence medium
Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007).
discussed Cited as authority (rule) HOF Partners LLC v. Nautilus Insurance Company
Tex. App. · 2023 · confidence medium
“Actual and apparent authority are both created through conduct of the principal communicated either to the agent (actual authority) or to a third party (apparent authority).” Protect Env’t Services, Inc., 403 S.W.3d at 540 (citing Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007)).
discussed Cited as authority (rule) Lake Front Harbour Lights, LLC v. Alan Solis and Ivet Moore Solis
Tex. App. · 2023 · confidence medium
“An agent’s authority to act on behalf of a principal depends on some communication by the principal either to the agent (actual or express authority) or to the third party (apparent or implied authority).” Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007).
discussed Cited as authority (rule) Savoia-McHugh v. McCrary
S.D. Tex. · 2022 · confidence medium
“An agent’s authority to act on behalf of a principal depends on some communication by the principal either to the agent (actual or express authority) or to the third party (apparent or implied authority).” Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007). “[O]ne seeking to charge the principal through apparent authority of an agent must establish conduct by the principal that would lead a reasonably prudent person to believe that the agent has the authority that he purports to exercise.” Biggs v. U. S. Fire Ins.
discussed Cited as authority (rule) River Plantation Community Improvement Association v. River Plantation Properties LLC and Preisler Golf Properties LLC
Tex. App. · 2022 · confidence medium
Fourth, faced with evidence that RP Development and Mischer excluded the Reserves from the uniform 28 See Gaines v. Kelly, 235 S.W.3d 179, 183-84 (Tex. 2007) (explaining the declarations of the alleged agent, without more, are incompetent to establish the existence or scope of the agency relationship). 23 plan, the Association failed to respond with summary-judgment evidence precluding the trial court from granting summary judgment for Properties and Preisler on their claims asserting no reciprocal easement exists on the Augusta, Biloxi, and the former Charleston courses.
discussed Cited as authority (rule) Texas Private School Foundation, Inc. A/K/A Texas Private Schools Foundation, Inc. D/B/A Allen Academy v. Jerry A. Bullin, Individually, CJB Partners, Ltd., and Its General Partner, CJB Partners Management, LLC, and Bre Group, Ltd.
Tex. App. · 2021 · confidence medium
Apparent authority is based on estoppel and arises “either from a principal knowingly permitting an agent to hold [himself] out as having authority or by a principal’s actions which lack such ordinary care as to clothe an agent with the indicia of authority, thus leading a reasonably prudent person to believe that the agent has the authority [he] purports to exercise.” Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007) (quoting Baptist Mem.
discussed Cited as authority (rule) Giese v. Tetra Technologies, Inc.
S.D. Tex. · 2021 · confidence medium
“An agent's authority to act on behalf of a principal depends on some communication by the principal either to the agent (actual or express authority) or to the third party (apparent or implied authority).” Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007). “[O]ne seeking to charge the principal through apparent authority of an agent must establish conduct by the principal that would lead a reasonably prudent person to believe that the agent has the authority that he purports to exercise.” Biggs v. U. S. Fire Ins.
examined Cited as authority (rule) Texas Soccer Foundation v. Sting Soccer Foundation (3×) also: Cited "see"
Tex. App. · 2021 · confidence medium
“An agent’s authority to act on behalf of a principal depends on some communication by the principal either to the agent (actual or express authority) or to the third party (apparent or implied authority).” Southampton Ltd. v. Four Horsemen Auto Group, Inc., No. 05-14-01415-CV, 2016 WL 3964731 , at *4 (Tex. App.—Dallas July 20, 2016, no pet.) (mem. op.) (citing Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007)). –7– TSF contends that Watson and Stewart possessed neither actual nor apparent authority to make an agreement to sell the Buckingham Property.
discussed Cited as authority (rule) Skaria v. Abbott Laboratories
N.D. Tex. · 2021 · confidence medium
“Authority to act on the principal’s behalf and control are the two essential elements of agency.” Exxon Mobil Corp. v. Rincones, 520 S.W.3d 572, 589 (Tex. 2017) (citations - 31 - omitted).13 “An agent’s authority to act on behalf of a principal depends on some communication by the principal either to the agent (actual or express authority) or to the third party (apparent or implied authority).” Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007) (citation omitted).
discussed Cited as authority (rule) SED Holdings v. TM Prop Solutions (2×) also: Cited "see"
5th Cir. · 2021 · confidence medium
A principal may be liable under the doctrine of apparent authority if it “knowingly permit[s] an agent to hold himself out as having authority or . . . [takes] actions which lack such ordinary care as to clothe an agent with the indicia of authority, thus leading a reasonably prudent person to believe that the agent has the authority he purports to exercise.” Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007) (citation omitted) (cleaned up).
discussed Cited as authority (rule) SED Holdings v. TM Prop Solutions (2×) also: Cited "see"
5th Cir. · 2021 · confidence medium
A principal may be liable under the doctrine of apparent authority if it “knowingly permit[s] an agent to hold himself out as having authority or . . . [takes] actions which lack such ordinary care as to clothe an agent with the indicia of authority, thus leading a reasonably prudent person to believe that the agent has the authority he purports to exercise.” Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007) (citation omitted) (cleaned up).
cited Cited as authority (rule) San Antonio Federal Credit Union v. Mario R. Cantu
Tex. App. · 2021 · confidence medium
Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007).
cited Cited as authority (rule) Signad, Ltd. v. DW PR/ Marketing, Media & Public Relations, LLC D/B/A Wicked Publicity and BIJ Motors TX, LLC D/B/A Mercedes Benz of the Woodlands
Tex. App. · 2021 · confidence medium
Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007).
examined Cited as authority (rule) Fuji Electric Corp. of America and Fuji Electric Co., LTD. v. David Perez (3×) also: Cited "see"
Tex. App. · 2020 · confidence medium
Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007).
discussed Cited as authority (rule) Dixie Carpet Installations, Inc. v. Residences at Riverdale, LP and Residences at Riverdale GP, LLC
Tex. App. · 2020 · confidence medium
Apparent authority arises “either from a principal knowingly permitting an agent to hold [himself] out as having authority or by a principal’s actions which lack such ordinary care as to clothe an agent with the indicia of authority, thus leading a reasonably prudent person to believe that the agent has the authority [he] purports to exercise.” Gaines v. Kelly, 235 S.W.3d 179,183 (Tex. 2007).
discussed Cited as authority (rule) Jack Permison v. Carrie Morris & Dave Ward
Tex. App. · 2019 · confidence medium
But an “agent’s authority to act on behalf of a principal depends on some communication by the principal either to the agent (actual or express authority) or to the third party (apparent or implied authority).” Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007); see also Intermedics, Inc. v. Grady, 683 S.W.2d 842, 847 (Tex. App.— Houston [1st Dist.] 1984, writ ref’d n.r.e.).
discussed Cited as authority (rule) Janna Russell v. David Russell
5th Cir. · 2019 · confidence medium
Debt payments made to a creditor’s agent do not bind the creditor unless the agent is authorized to collect the payment on behalf of the creditor. 3 Whether that authority exists “depends on some communication by the principal either to the agent (actual or express authority) or to the third party (apparent or implied authority).” Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007).
discussed Cited as authority (rule) FC Festivals, LLC v. Quality Event Flooring Systems, LLC
Tex. App. · 2019 · confidence medium
Servs. v. Bottle Rock Power Corp., 108 S.W.3d 538, 550 (Tex. App.—Houston [14th Dist.] 2003, no pet.) (explaining that “apparent authority is created by written or spoken words or conduct by the principal to a third party”). 14 Ames v. Great S. Bank, 672 S.W.2d 447, 450 (Tex. 1984). 15 Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007). 14 demonstrate that an issue of material fact exists at this stage of the proceedings on its claim that Festivals cloaked DeWaard with the apparent authority to rent the floors that are the subject of its breach of contract claims. 16 We conclude the forum …
cited Cited as authority (rule) Parke Bancorp Inc. v. 659 Chestnut LLC
Del. · 2019 · confidence medium
Ch. 2014) (quoting Restatement (Third) of Agency § 2.03). 44 235 S.W.3d 179, 181 (Tex. 2007); see also Limestone Realty Co. v. Town & Country Fine Furniture & Carpeting, Inc., 256 A.2d 676 (Del.
discussed Cited as authority (rule) ETC Texas Pipeline, Ltd. Oasis Pipe Line Company WesTex Energy, LLC And Energy Transfer, LP F/K/A Energy Transfer Partners v. Addison Exploration & Development, LLC
Tex. App. · 2019 · confidence medium
“An agent’s authority to act on behalf of a principal depends on some communication by the principal either to the agent (actual or express authority) or to the third party (apparent or implied authority).” Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007).
cited Cited as authority (rule) Impact Floors of Texas, L.P. and IFT, Inc. v. at Your Disposal, Inc.
Tex. App. · 2019 · confidence medium
Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007).
cited Cited as authority (rule) Gail Friend and Gail Friend, P.C. v. Acadia Holding Corporation, Acadia Life Limited, Carey Sunderlage, and Linda Sunderlage
Tex. App. · 2017 · confidence medium
Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007).
discussed Cited as authority (rule) Westview Drive Investments, LLC and Jack Yetiv v. Landmark American Insurance Co., and King-Phillips Insurance Agency, Inc. AKA Insurtrust Insurance
Tex. App. · 2017 · confidence medium
They also showed that none of the emails were from Landmark (or even from McGehee); thus, neither Young’s statements nor the inferences Quinlan drew from those statements were relevant to the issue of King-Phillips’s apparent agency to bind Landmark, because when determining whether apparent authority exists, “only the conduct of the principal is relevant.” See Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007).
discussed Cited as authority (rule) the Port of Houston Authority of Harris County, Texas v. Zachry Construction Corporation
Tex. App. · 2016 · confidence medium
The distinguishing factor between actual and apparent authority is to whom such authority is communicated: “An agent’s authority to act on behalf of a principal depends on some communication by the principal either to the agent (actual or express authority) or to the third party (apparent or implied authority).” Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007).
discussed Cited as authority (rule) Maida Development, LLC v. Tarantino Properties, Inc., Anthony Joseph Tarantino, and Robert Matthew Pohl
Tex. App. · 2016 · confidence medium
“An agent’s authority to act on behalf of a principal depends on some communication by the principal either to the agent (actual or express authority) or to the third party (apparent or implied authority).” Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007). 8 The critical element of agency is the principal’s right to control the agent’s actions.
discussed Cited as authority (rule) Southampton Ltd. and Southwest Reinsurance, Inc. v. Four Horsemen Auto Group, Inc., Chisholm Trail Auto Group, LLC, Chisholm Trail Auto Group II, LLC , Chisholm Trail Real Estate, LLC (2×) also: Cited "see"
Tex. App. · 2016 · confidence medium
Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007).
discussed Cited as authority (rule) in Re Esperanza Hughes
Tex. App. · 2016 · confidence medium
“An agent’s authority to act on behalf of a principal depends on some communication by the principal either to the agent (actual or express authority) or to the third party (apparent or implied authority).” Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007).
discussed Cited as authority (rule) Metropolitan Insurance & Annuity Co. v. Peachtree Settlement Funding, LLC
Tex. App. · 2016 · confidence medium
“An agent’s authority to act on behalf of a principal depends on some communication by the principal either to the agent (actual or express authority) or to the third party (apparent or implied authority).” Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex.2007).
discussed Cited as authority (rule) Joseph Elmer Baca v. Pedro Sanchez Jr. Individually and D/B/A Point 2 Point Towing (2×) also: Cited "see"
Tex. App. · 2016 · confidence medium
Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007) (citing NationsBank, N.A. v. Dilling, 922 S.W.2d 950, 953 (Tex. 1996) (per curiam)).
discussed Cited as authority (rule) Amerigroup Texas, Inc. v. True View Surgery Center, L.P. (2×) also: Cited "see"
Tex. App. · 2016 · signal: cf. · confidence medium
Cf. Gaines, 235 S.W.3d at 179 (evidence that the agent had authority to deliver and explain loan paperwork was not evidence that the scope of the agent’s apparent authority included the ability to commit the lender to the loan).
discussed Cited as authority (rule) Alfonso Wilburn and Deloris Ann Wilburn v. Valliance Bank and Coleman & Patterson LLC (2×) also: Cited "see"
Tex. App. · 2015 · confidence medium
Gaines v. Kelly, 235 S.W.3d 179, 182 (Tex. 2007); Sanders, 248 S.W.3d at 913 .
Russell GAINES and Southwest Guaranty Mortgage Corp., Petitioners,
v.
Roger KELLY, Respondent
05-1092.
Texas Supreme Court.
Aug 24, 2007.
235 S.W.3d 179
Janiece Longoria, Joseph Robert Larsen and Keith Robert Lorenze, Ogden, Gibson, White, Broocks & Longoria, L.L.P., Houston, TX, for Petitioners., Michael J. Rogers, Jeffrey S. Davis, Michael J. Rogers, P.C., Cleburne, TX, and Tom P. Briggs, Berry, Briggs, Brown & Berkley, Dallas, TX, for Respondent., Richard P. Corrigan, San Antonio, TX, for Other.
Medina.
Cited by 148 opinions  |  Published
Justice MEDINA

delivered the opinion of the Court.

In this appeal from a no-evidence summary judgment, we must determine whether representations, allegedly made[*181] by a mortgage broker that a loan would be funded, may be attributed to a lender for purposes of a borrower’s fraud claim against that lender. The court of appeals, with one justice dissenting, concluded that there was evidence that the mortgage broker had apparent authority to speak for the lender on this subject and, accordingly, reversed the trial court’s summary judgment in the lender’s favor. 181 S.W.3d 394. We, however, agree with the trial court’s summary judgment because there is no evidence that the mortgage broker had apparent authority either to negotiate the terms of the loan or otherwise commit the lender. Accordingly, we reverse the court of appeals’ judgment and render judgment that the borrower take nothing.

I

In December 1998, Roger Kelly signed an Advisory Fee Agreement with Robert Thompson, acting on behalf of Commercial Realty Advisors, Inc., to assist him in obtaining financing for a 31-acre tract in Burleson, Texas. In his agreement with Thompson and Commercial Realty, Kelly stated that he needed to obtain “mortgage financing for the purpose of refinancing and developing” the property. Although Kelly did not own the property, he held a lease and an option to purchase, the result of previous litigation involving the property-

Thompson approached Russell Gaines, an officer of Southwest Guaranty Mortgage Corp., about a loan for Kelly, providing Gaines with preliminary information about the proposed transaction. Gaines in turn provided Thompson with a loan application that Thompson delivered to Kelly’s attorneys. Kelly completed the application and returned it to Thompson, who delivered it to Gaines. A few days later, Thompson agreed to do the appraisal on the property at Gaines’ request and withdrew as Kelly’s mortgage broker, notifying Kelly of this in writing on December 11, 1998.

Kelly’s attorneys, however, continued to press Gaines for a loan commitment because of the imminent expiration of Kelly’s option on the property. According to Gaines, Kelly’s attorneys represented, among other things, that Kelly had an ownership interest in the property, that Kelly needed the loan for refinancing, and that the property had already been platted and several lots pre-sold. On December 23, Southwest Guaranty issued a thirty-day loan commitment, identifying Kelly and his father-in-law as borrowers, conditioned upon receipt of several items, including a title report.

When the subsequent title report indicated that Kelly did not have an ownership interest in the 31-acre tract, Gaines asked for additional documentation concerning Kelly’s ownership and the pre-sold lots. Kelly’s attorneys, however, insisted that Southwest Guaranty fund the loan, and, when Gaines declined, Kelly promptly filed suit.

Kelly named Gaines and Southwest Guaranty (hereafter “Gaines”) and Thompson and Commercial Realty (hereafter “Thompson”) as defendants, alleging breach of contract, fraud, and negligence. He claimed that Games’ failure to fund the loan caused him financial loss because he had no time to seek alternative financing, but instead was forced to reduce his interest in the property by taking on additional partners. After the suit had been pending for three years, Gaines and Thompson filed separate no-evidence motions for summary judgment. Kelly thereafter amended his pleadings, and Gaines filed a second no-evidence motion, at which time the trial court granted Gaines’ and Thompson’s respective motions and rendered judgment for them. Kelly appealed.

[*182] The court of appeals affirmed the summary judgment [1] for Gaines in part, agreeing that there was no evidence of negligence or breach of contract, and reversed it in part, disagreeing that there was no evidence of fraud. 181 S.W.3d at 408, 412. In his fraud claim, Kelly alleged that Thompson told him during the application process that the loan was a “done deal” and that he relied on this false statement to his financial detriment. Id. at 412. The court of appeals concluded that the summary judgment was erroneous as to fraud because there was some evidence that Thompson was Gaines’ agent and some dispute about whether Thompson’s “done deal” comment could be attributed to Gaines. Id.

In analyzing Gaines’ potential responsibility for this comment, the court of appeals framed the issue as whether there was evidence that Thompson was acting as Gaines’ agent “for purposes of negotiating the loan.” Id. at 408. The court then concluded that Thompson’s agency remained in dispute and could not be determined by summary judgment because the summary-judgment evidence indicated that Thompson had authority to act “as an intermediary to process [the] loan paperwork with Kelly and to explain to Kelly [the] requirements for securing the loan.” Id. at 409. The court’s analysis, however, omits the connection between this evidence and the agency issue previously framed; that is to say, the court fails to explain why evidence that Gaines used Thompson to deliver and explain the loan paperwork is also evidence of Thompson’s apparent authority to negotiate the loan or commit Gaines to the transaction.

II

An agent’s authority to act on behalf of a principal depends on some communication by the principal either to the agent (actual or express authority) or to the third party (apparent or implied authority). Hester Int’l Corp. v. Fed. Republic of Nig., 879 F.2d 170, 181 (5th Cir. 1989). The summary-judgment evidence clearly substantiates Thompson’s authority to deliver and explain the loan documents to Kelly. But the relevant question is whether Thompson’s actual authority to deliver documents and facilitate the loan included the authority to negotiate terms and commit the lender. There is no summary-judgment evidence that Thompson had actual authority to negotiate, and thus the question is whether he had apparent or implied authority to do this.

Apparent authority, we have said, is based on estoppel, arising “either from a principal knowingly permitting an agent to hold [himself] out as having authority or by a principal’s actions which lack such ordinary care as to clothe an agent with the indicia of authority, thus leading a reasonably prudent person to believe that the agent has the authority [he] purports to exercise.” Baptist Mem. Hosp. Sys. v. Sampson, 969 S.W.2d 945, 948 (Tex.1998). We have further noted that the principal’s full knowledge of all material facts is essential to establish a claim of apparent authority based on es-toppel. Rourke v. Garza, 530 S.W.2d 794, 803 (Tex.1975) (citing Hallmark v. United Fid. Life Ins. Co., 155 Tex. 291, 286 S.W.2d 133 (1956)). Moreover, when making that determination, only the conduct of the principal is relevant. NationsBank, N.A. v. Dilling, 922 S.W.2d 950, 953 (Tex.1996) (per curiam). Finally, the standard[*183] is that of a reasonably prudent person, using diligence and discretion to ascertain the agent’s authority. Chastain v. Cooper & Reed, 152 Tex. 322, 257 S.W.2d 422, 427 (1958). Thus, to determine an agent’s apparent authority we examine the conduct of the principal and the reasonableness of the third party’s assumptions about authority.

Kelly submits that he reasonably believed that Thompson possessed apparent authority in this case similar to that of the agent in Walker Insurance Services v. Bottle Rock Power Corp., 108 S.W.3d 538 (Tex.App.-Houston [14th Dist.] 2003, no pet.), a special-appearance appeal that turned on the apparent-authority issue. Walker sued Bottle Rock, a California power company, for an incentive fee that was to be paid if a decommissioning and reclamation bond was acquired under specific time constraints. Id. at 545. At issue was whether the alleged agent, Arlie Be-ane, had apparent authority to negotiate or contract with Walker on behalf of the power company. Id. at 549. The court of appeals concluded that he did have the authority, noting that most of the negotiations were conducted through Beane, that he was actively involved in securing the bond, and that his efforts were “accepted and ratified” by Bottle Rock. Id. at 551-52. Moreover, Wilson testified that “one of Bottle Rock’s directors confirmed his understanding of Beane’s authority to act and negotiate on its behalf.” Id. at 551. On this evidence, the court of appeals concluded that Beane was no mere middleman but rather Bottle Rock’s “point man” for obtaining the bond on its behalf. Id. Kelly likewise suggests that Thompson was no mere middleman in his dealings with Gaines, but the evidence is otherwise.

Initially signing as Kelly’s mortgage broker, Thompson located Southwest Guaranty as a possible lender, brought the parties together, and facilitated the paperwork for the loan. There is no summary-judgment evidence, however, that Thompson had any role in the negotiations. Instead, the evidence indicates that Thompson acted merely as a middleman after negotiations had been completed. See, e.g., Rauscher Pierce Refsnes, Inc. v. Great Sw. Sav., F.A., 923 S.W.2d 112, 116 (Tex.App.-Houston [ 14th Dist.] 1996, no writ) (where a broker acts as a “matchmaker” that brings parties together for the purpose of negotiating, he is not an agent of either party); Chien v. Chen, 759 S.W.2d 484, 495 n. 7 (Tex.App.-Austin 1988, no writ) (where a broker deals with both parties at arm’s length, he is a “middleman” and not an agent of either party).

In further contrast to Walker Insurance Services, the summary-judgment evidence in this case consists almost entirely of acts or statements attributed to the alleged agent, Thompson, rather than to the putative principal, Gaines. See 181 S.W.3d at 408-09. [2] Declarations of the[*184] alleged agent, without more, are incompetent to establish either the existence of the alleged agency or the scope of the alleged agent’s authority. Sw. Title his. Co. v. Northland Bldg. Corp., 552 S.W.2d 425, 428 (Tex.1977). Instead, “apparent authority must be based on the acts of the principal” and “is limited to the scope of responsibility that is apparently authorized.” First Valley Bank of Los Fresnos v. Martin, 144 S.W.3d 466, 471 (Tex.2004).

Limiting our review to the acts of the principal, we note the following relevant summary-judgment evidence. First, Gaines testified that he gave loan documents to Thompson for delivery to Kelly because Thompson said that he “would be the best bird dog to get it done.” Gaines also testified that Thompson solicited the loan on behalf of Southwest Guaranty. There were also blank loan forms on Southwest Guaranty letterhead in Thompson’s office. Finally, Gaines did not deny that Thompson was Southwest Guaranty’s agent when Kelly’s attorney told him that he had returned the documents to “your agent, Robert Thompson.”

Games’ testimony clearly indicates that Gaines used Thompson as an intermediary to deliver loan documents and facilitate the transaction. But evidence that Thompson brought the parties together, delivered the paperwork, and assisted in its completion is not evidence that Gaines authorized or acquiesced in Thompson’s representation that the loan was “a done deal.” Nor is the existence of blank Southwest Guaranty loan forms in Thompson’s office evidence that Thompson had authority to commit funds. The summary-judgment record does not explain the purpose of these forms or demonstrate that Gaines was aware of them; even if we assume Thompson was authorized to fill in the loan forms, that is no evidence he was authorized to sign them on Southwest Guaranty’s behalf (thus rendering them “a done deal”). Finally, Gaines’ failure to affirmatively deny any agency relationship when Kelly’s attorney told him that he had returned the documents to “your agent, Robert Thompson” is consistent with Thompson’s authority to receive the documents on Gaines’ behalf, but it is not conduct by which a person might reasonably infer that Thompson also possessed the authority to negotiate the terms of those documents. See Chastain, 257 S.W.2d at 427 (applying reasonably prudent person standard).

The relevant issue then is not merely the existence of an agency relationship, but rather the scope of that agency. Kelly does not complain that Thompson lost the[*185] papers or failed to deliver them in a timely manner, matters that were clearly entrusted to him. Rather, Kelly complains that Thompson, acting for Gaines, fraudulently misled him into believing that the loan was “a done deal.” Thus, the relevant issue is whether Thompson’s agency included the authority to alter the express requirements of the commitment letter and commit Gaines and Southwest Guaranty to the loan.

Because an agent’s authority is presumed to be co-extensive with the business entrusted to his care, it includes only those contracts and acts incidental to the management of the particular business with which he is entrusted. [3] The summary-judgment evidence here fails to raise a fact issue about whether Thompson’s agency included the apparent authority to commit the funds or obligate Gaines to terms other than those agreed to in the parties’ contract, and thus Thompson’s alleged assurance that the loan would close cannot be imputed to Gaines or Southwest Guaranty. Accordingly, the court of appeals erred in reversing the trial court’s summary judgment and in remanding the fraud claim for trial.

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We reverse the court of appeals’ judgment and render judgment that Kelly take nothing.

1

. The court of appeals also affirmed the summary judgment for Thompson that Kelly has not appealed. 181 S.W.3d at 413-15.

2

. The court of appeals quoted as relevant the following from Kelly’s affidavit:

• Thompson “represented to me that he was working for Russell Gaines. Further, the loan application and associated paperwork for the loan was submitted by Mr. Thompson on Southwest Guaranty Mortgage Corporation letterhead”;
• "Thompson called me and advised me that Russell Gaines required a $3,000.00 'good faith’ deposit”;
• Thompson advised Bullard that the initial paperwork would need to be changed to reflect that the nature of the transaction was a refinance rather than a purchase;
• Thompson advised Bullard that Gaines and Southwest Guaranty needed an appraisal done on the property; and
• Thompson advised Kelly that Gaines would have to approve the appraiser chosen.
181 S.W.3d at 408-09.
And the following from the affidavit of Bul-lard, who was one of Kelly’s attorneys:
[*184] • he "personally relayed to Mr. Thompson all facts surrounding Mr. Kelly’s interest in [the] property”;
• "Thompson forwarded to [him], for completion by Mr. Kelly, loan paperwork and associated documents under the letterhead of S.G.M., which stood for Southwest Guaranty Mortgage Corporation”;
• he assisted Kelly in completing the paperwork "and returned all documents to Robert Thompson for forwarding on to Russell Gaines and Southwest Guaranty”;
• “at all times during the loan application process, Robert Thompson represented to me that he was working for Russell Gaines, and all of the application paperwork was submitted on Southwest Guaranty Mortgage Corporation letterhead”;
• Thompson advised him that the initial paperwork would need to be changed to reflect that the nature of the transaction was a refinance rather than a purchase;
• Thompson advised him that Gaines and Southwest Guaranty needed an appraisal done on the property;
• Gaines advised him that he did not have all the necessary paperwork, to which Bullard replied that he had forwarded the paperwork to Gaines's agent Thompson;
• Gaines did not deny that Thompson was his agent; and
• Bullard is "personally familiar with the fact that all loan paperwork was sent directly to Russell Gaines."

Id. at 409.

3

. See First Valley Bank of Los Fresnos, 144 S.W.3d at 471 (“apparent authority is limited to the scope of responsibility that is apparently authorized”); Texas Midland R.R. v. Monroe, 110 Tex. 97, 216 S.W. 388, 388 (Tex. 1919) (noting general rule that principal will not be charged with liability to a third person for the acts of the agent outside the scope of his delegated authority); see also Wheaton Van Lines v. Mason, 925 S.W.2d 722, 732 (Tex.App.-Fort Worth 1996, writ denied); Hartford Cas. Ins. Co. v. Walker County Agency, Inc., 808 S.W.2d 681, 687 (Tex.App.-Corpus Christi 1991, no writ); Hedley Feedlot, Inc. v. Weatherly Trust, 855 S.W.2d 826, 837 (Tex.App.-Amarillo 1993, writ denied); Longoria v. Atlantic Gulf Enterprises, Inc., 572 S.W.2d 71, 78 (Tex.Civ.App.-Corpus Christi 1978, writ ref’d n.r.e.).