Legalese 2009 (Week 27)


ratification – the adoption by a person of an act done by his agent or attorney-in-fact but which act he did not previously authorize the agent or attorney-in-fact to perform.


ART. 1910. The principal must comply with all the obligations of which the agent may have contracted within the scope of his authority. As for any obligation wherein the agent has exceeded his power, the principal is not bound except when he ratifies it expressly or tacitly. (Civil Code)


The principal is bound to comply with all obligations contracted by his duly authorized agent. The principal is generally not bound if he did not authorize the agent to incur a specific obligation. One exception to this rule is when the principal subsequently ratifies the unauthorized contract, in which case the principal becomes bound to comply with the obligations contracted by the agent. Ratification may be made expressly or tacitly.   An example of a tacit ratification is the acceptance by the principal of the benefits of the contract entered into by his agent.


A, having possession of P’s horse but having no authority to sell,sold the horse to T.   A endorsed the check received from T and sent the check to P, who cashed the check on the assumption that it was payment of money owed by A from another transaction. Did P ratify the contract of sale entered into by A with T? (see Comments and Cases on Partnership, Agency and Trusts, p. 581 [2005]).