NAJAM, J.
Fidelity National Title Insurance Company (“Fidelity”) appeals from the trial court’s grant of summary judgment in the amount of $1.6 million in favor of Rhys and Sally Mussman (“the Mussmans”) on the Mussmans’ complaint alleging conversion of funds held in an escrow account by Intercounty Title Company (“ITC”). The question presented is whether ITC was acting as Fidelity’s agent when it provided closing and escrow services for the Mussmans. We hold that while ITC was Fidelity’s title insurance agent, ITC was not Fidelity’s agent for closing and escrow services, and, thus, that the trial court erred when it held that the Mussmans are entitled to judgment as a matter of law.
We reverse and remand with instructions.
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Fidelity contends that the trial court erred when it concluded that the Mussmans are entitled to judgment as a matter of law. In particular, Fidelity maintains that its agency agreement with ITC pertained only to the issuance of title insurance. Thus, Fidelity contends, ITC was not Fidelity’s agent for the closing or escrow services that led to the conversion of the Mussmans’ funds, and Fidelity is not liable to the Mussmans.
Whether ITC was acting for and on behalf of Fidelity when it provided closing and escrow services for the Mussmans turns on the scope of ITC’s authority as agent. The two main classifications of an agent’s authority are “actual authority” and “apparent authority.” Gallant Ins. Co. v. Isaac, 751 N.E.2d 672, 675 (Ind. 2001). Actual authority is created by written or spoken words or other conduct of the principal which, reasonably interpreted, causes the agent to believe that the principal desires him so to act on the principal’s account. Id. The focus of actual authority is the belief of the agent. Scott v. Randle, 697 N.E.2d 60, 66 (Ind. Ct. App. 1998), trans. denied. Actual authority may be express or implied and may be created by acquiescence. Id.
On the question of apparent authority, here there was no assurance, conduct or other communication by Fidelity that the Mussmans could have relied upon to believe there was an agency relationship between Fidelity and ITC. Such a manifestation by the principal is necessary to support a reasonable belief and inference of apparent authority. See Pepkowski v. Life of Indiana Ins. Co., 535 N.E.2d 1164, 1166-67 (Ind. 1989); see also Restatement (Third) of Agency § 2.03 (2006). The Mussmans concede that the designated evidence does not show that ITC had apparent authority to conduct escrow or closing services on Fidelity’s behalf.
But the Mussmans contend that ITC had actual authority as Fidelity’s agent to close the transaction. In particular, the Mussmans argue that it is implicit in the Agreement and the conduct of the parties that ITC acted on behalf of Fidelity in conducting escrow and closing services. They aver that “[b]ecause Fidelity chose not to deal directly with parties to real estate transactions occurring in Indiana, Fidelity could not have issued title insurance policies in Indiana without ITC . . . providing closing and escrow services.” Brief of Appellees at 24. Further, the Mussmans emphasize that Fidelity had and exercised the right to audit ITC’s closing records and escrow accounts. The Mussmans contend that such evidence proves that ITC had implied actual authority to conduct escrow and closing services as Fidelity’s agent.
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Here . . . , while the parties contemplated that ITC would provide closing and escrow services, the text of the Agreement expressly limits ITC’s agency to the issuance of title insurance commitments and policies and, further, provides that ITC was not to receive any funds “including escrow, settlement or closing funds” in Fidelity’s name. Appellant’s App. at 118. In Lawyers Title, there was no such contractual limitation on Central Title’s agency. Questions of agency are always fact-sensitive, and we find nothing in the circumstances of this particular transaction or any evidence of local practice that would obviate the plain meaning of the Agreement between Fidelity and ITC.
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Here, again, the Mussmans contend that the audit and indemnification provisions in the Agreement demonstrate the extent to which Fidelity controlled ITC, but we conclude that as in Northland and Proctor, Fidelity’s authority to audit ITC’s escrow accounts does not convert ITC’s limited agency to issue title insurance commitments and policies into a broader general agency in which Fidelity has vicarious liability as the principal. An audit occurs after the fact to verify that the transaction occurred as contemplated and to verify the risk assumed under the policy issued. Fidelity’s right to conduct audits does not mean that Fidelity controlled or directed how ITC conducted its closing and escrow services. And there is no suggestion that ITC did not retain “discretion on a day-to-day basis in the provision of [those] services[.]” See id.
We conclude that neither the indemnification provisions in the Agreement, nor ITC’s issuance of policies and collection and remittance of premiums confers a sufficient benefit upon Fidelity to establish a general agency relationship that does not otherwise exist. Thus, we agree with the court in Proctor that the primary purpose for general escrow account requirements, including reconciliation, access for audits, and indemnification, is to minimize the risk of loss under the title insurance policies, and even allegations of vicarious liability like the ones raised in this case. See Proctor, 579 F.Supp.2d at 739. And here, as with Southwest Title in Northland, there is no evidence that Fidelity conducted any business other than the issuance of title insurance, or that ITC had any more authority from Fidelity than to issue its policies, and the only benefit Fidelity received was the title insurance premium. See Northland, 552 S.W.2d at 428.
As we have already noted, the Mussmans contend that “Fidelity could not have issued title insurance policies in Indiana without ITC . . . providing closing and escrow services.” Brief of Appellees at 24. But there is nothing in the Agreement showing that Fidelity and ITC intended that ITC would conduct, or was required to conduct, closing and escrow services as Fidelity’s agent. ITC’s authority to issue title insurance commitments and policies underwritten by Fidelity was not tied to or contingent upon any particular closing or escrow arrangement. There is no designated evidence showing that Fidelity directed the manner in which ITC would conduct its closings, and there is no evidence that Fidelity chose ITC to conduct the parties’ closing here. Rather, it appears that the Mussmans and/or Floramo chose ITC. As the Settlement Statement reveals, the Mussmans and Floramo paid ITC a “Settlement or closing fee” for its services, and that fee was not shared with Fidelity. Appellant’s App. at 139. Significantly, ITC would not have violated any terms of the Agreement, and ITC could have issued the same Fidelity title policies, had the parties chosen a real estate firm, attorney, or financial institution to conduct the closing.
Even assuming, as the Mussmans contend, that the Agreement and the conduct of the parties imply actual authority, it is well settled that a determination of actual authority focuses on the belief of the agent. See Scott, 697 N.E.2d at 66. As the Mussmans acknowledged at oral argument, there is no designated evidence showing whether ITC believed that it had authority to conduct escrow or closing services on Fidelity’s behalf. Without any such evidence, the Mussmans cannot establish the existence of a question of fact on the issue of [implied] actual authority. See, e.g., Crawfordsville Square, L.L.C. v. Monroe Guar. Ins. Co., 906 N.E.2d 934, 941 (Ind. Ct. App. 2009) (holding appellant not entitled to summary judgment because no designated evidence showed genuine issue of material fact), trans. denied.
In sum, the parties agree that the designated evidence does not support a determination that ITC had apparent authority to conduct closing and escrow services as Fidelity’s agent. And the designated evidence does not support a determination that ITC had actual authority, either express or implied, to conduct closing and escrow services on Fidelity’s behalf. The trial court erred when it concluded that the Mussmans are entitled to judgment as a matter of law and denied Fidelity’s cross-motion for summary judgment. We hold that Fidelity is entitled to summary judgment on the Mussmans’ complaint and instruct the trial court to issue judgment for Fidelity accordingly.
Reversed and remanded with instructions.
VAIDIK, J., and BROWN, J., concur.