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Agency • Liability of Principal for Agent's Contracts
AG#014
Legal Definition
Ratification occurs when a principal (1) has knowledge of all material facts regarding the contract, and (2) accepts its benefits. Ratification cannot alter the terms of the contract, only accept it after it was entered into by the agent.
Plain English Explanation
"Ratification" is the action of giving formal consent to an agreement, thereby making it valid and enforceable. In this context, ratification occurs when an employee makes an agreement with a third party that they had no authority or power to make, but because it is beneficial to the employer, they give it their stamp of approval and decide to be bound by it.
Hypothetical
Hypo 1: Sam owns a large investment firm. Bob is a janitor at Sam's firm. One day, while Bob was at a bar, he overheard a conversation between two potential clients. Realizing the opportunity, and despite the risk, Bob introduces himself as an associate at Sam's investment firm and represents himself as someone who can bring them on as a client. After talking, they come to an agreement. The next day, Bob tells Sam at his office what he did. Sam is at first upset that Bob would do such a thing, but then realizes how much money Bob's actions would make the company. Sam reviews the terms of the agreement, and chooses to accept them. Result: Though Sam had every right to fire Bob and refuse to be bound by the agreement he made by misrepresenting himself to the new clients, Sam's decision to ratify and accept the agreement essentially gives it a stamp of approval and officially creates a contract between Sam's firm and the new clients, even though Bob was never in a position to create such an agreement.
Related Concepts
How can actual express authority be revoked?
When does an agent have actual express authority to enter into an agreement?
When does an agent have actual implied authority to enter into an agreement?
When does an agent have apparent authority to enter into an agreement?
When is an agent liable to a third party for an agreement they entered into on behalf of their principal?
When is a principal liable for contracts created by their agent?