The Doctrine of Implied Ratification--Application and Limitations
![handle is hein.journals/oklrv36 and id is 851 raw text is: The Doctrine of Implied Ratification-
Application and Limitations
ELLIOT AXELROD*
The basic import of the doctrine of implied ratification is that a
principal may be held liable for the unauthorized acts of his agent, not
because of his subsequent willingness to be bound but rather because
his conduct and actions are inconsistent with a disavowal of the
agent's acts. Inasmuch as most transactions involve agents, it is vital
for lawyers and potential litigants to fully understand this doctrine,
particularly the situations in which courts will impose or limit its
application.'
Although the law of agency necessarily draws upon principles from
other areas of law,2 many of its concepts are unique. The doctrine of
implied ratification presents perhaps the most original combination of
nontraditional reasoning and rules in the law of agency.' This, com-
© 1983 Elliot Axelrod
* B.S., New York University; J.D., New York Law School. Associate Professor of Law,
Baruch College, City University of New York. Member, New York State Bar.-Ed.
1. See W. SEAVEY, AGENCY (1964). Professor Seavey, one of the foremost writers on the
law of agency, commented in the preface of his treatise that the time given [to the study of
agency in law schools] is far less than its intrinsic importance warrants, since practically all of
the world's business involves agents and in most important transactions, an agent on each side.
Id. at ix.
2. Agency theory draws primarily on the law of torts, contracts (including conveyances),
sales and negotiable instruments, trusts and restitution.
3. See Twerski, The Independent Doctrine of Ratification v. The Restatement and Mr.
Seavey, 42 TEMP. L.Q. 1 (1968) Professor Twerski states:
An examination of the ratification doctrine has led this writer to conclude that it
merits independent recognition as a viable agency concept. The failure to recognize
its independent significance has unfortunately led to its misapprehension and
misapplication and has caused needless confusion to generations of students who
have sought to reconcile ratification with traditional common law rules.
Id. at 4. See also RESTATEMENT (SECOND) OF AGENCY § 82 comment c (1957), which provides in
pertinent part:
[Ratification] does not conform to the rules of contracts, since it can be ac-
complished without consideration to or manifestation by the purported principal
and without fresh consent by the other party. Further, it operates as if the transac-
tion were complete at the time and place of the first event, rather than the last, as
in the normal case of offer and acceptance. It does not conform to the rules of
torts, since the ratifier may become responsible for a harm which was not caused
by him, his property or his agent. It cannot be justified on a theory of restitution,
since the ratifier may not have received a benefit, nor the third person a depriva-
tion. Nor is ratification dependent upon a doctrine of estoppel, since there may be
ratification although neither the agent nor the other party suffer a loss resulting
from a statement of affirmance or a failure to disavow.](ViewImageLocal?handle=hein.journals/oklrv36&div=47&collection=&method=preview&ext=.png&size=3)
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The Doctrine of Implied Ratification--Application and Limitations
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