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ratification

English · Contract and commercial

Meaning. Later approval by a person of an act done on his behalf without his authority, making it binding as if authorised.

Under ss.196 to 200 of the Indian Contract Act, 1872, where acts are done by one person on behalf of another without his knowledge or authority, the other may ratify or disown them. Ratification relates back: the act is treated as if it had been authorised from the start. It may be express or implied by conduct (s.197).

Conditions: the agent must have acted on behalf of the principal; the principal must have existed and been competent when the act was done; ratification must be with full knowledge of the facts (s.198); the whole transaction must be ratified, not part (s.199); and ratification cannot injure a third person's rights (s.200). A void act, or an act the principal could not lawfully have done, cannot be ratified. In treaty law, ratification means a State's final consent to be bound after signature.

Example

The company accepted the goods knowing the manager had ordered them without authority, which was implied ratification under s.197.

In Indian law

  • Sections 196–200, Indian Contract Act, 1872
  • Kelner v. Baxter (English, 1866): a company cannot ratify a contract made before its incorporation

See also

agency · contract · treaty

Read more in the study notes

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