I disagree that it was not ESPN's job to verify the ACC's bylaws. First, I'm willing to bet that the bylaws were incoporated by reference into the contract. Second, a contracting party with an agent of the principal has to act reasonably and that includes the duty to inquire from the principal about the extent of the agent's authority. See, All Seasons Condo. ***'n, Inc. v. Patrician Hotel, LLC, 274 So. 3d 438, 449–50 (Fla. 3d DCA 2019). “An agent's authority need not be conferred in express terms, but may be implied or apparent under justifying circumstances.” Am. Ladder & Scaffold Co. v. Miami Ventilated Awning Mfg. Co., 161 So.2d 699, 700 (Fla. 3d DCA 1964) (citing Thomkin Corp. v. Miller, 156 Fla. 388, 24 So.2d 48, 49 (Fla. 1945) ). An agency relationship based on apparent authority only exists if the following three elements are present: “1) a representation by the purported principal; 2) reliance on that representation by a third party; and 3) a change in position by the third party in reliance on the representation.” Ocana v. Ford Motor Co., 992 So.2d 319, 326 (Fla. 3d DCA 2008) (citing Mobil Oil Corp. v. Bransford, 648 So.2d 119, 121 (Fla. 1995) ). “Apparent authority does not arise from the subjective understanding of the person dealing with the purported agent, nor from appearances created by the purported agent himself.” Izquierdo v. Hialeah Hosp., Inc., 709 So.2d 187, 188 (Fla. 3d DCA 1998) (quoting Spence, Payne, Masington & Grossman, P.A. v. Philip M. Gerson, P.A., 483 So.2d 775, 777 (Fla. 3d DCA 1986) ). Instead, the words and actions of the principal must be the focus because apparent authority exists only where the principal creates the appearance of an agency relationship. SeeGuadagno v. Lifemark Hosps. of Fla., Inc., 972 So.2d 214, 218 (Fla. 3d DCA 2007); see alsoJackson Hewitt, Inc. v. Kaman, 100 So.3d 19, 31 (Fla. 2d DCA 2011) (“In considering a claim based on apparent authority, the inquiry properly focuses on the actions of or appearances created by the principal, not by the agent.”). However, any reliance by a third party on a purported agent's apparent authority must be reasonable. Regions Bank v. Maroone Chevrolet, L.L.C., 118 So.3d 251, 255 (Fla. 3d DCA 2013) (citing Izquierdo, 709 So.2d at 188); see alsoSterling Crest, Ltd. v. Blue Rock Partners Realty Group, LLC, 164 So.3d 1273, 1279 (Fla. 5th DCA 2015) (“Reliance *450 of a third party on the apparent authority of a principal's agent must be reasonable and rest in the actions of or appearances created by the principal, and not by agents who often ingeniously create an appearance of authority by their own acts.” (internal quotations and citations omitted) ).
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