Also known as: ratification doctrine · ratification · ratify · ratified · ratifying · ratification by conduct · affirmance
Written by attorneys · grounded in primary & secondary sources — see below
An affirmance of a prior act that was not originally authorized, by which the affirming party becomes bound as if the act had been authorized from the beginning.
Diego Duarte, a general partner in Dynamic Solutions LP, diverted a prime investment opportunity to his separate hedge fund without telling the limited partners. After full disclosure of the material facts, all limited partners voted to approve the diversion. The approval binds the partnership to the transaction as originally authorized.
Danielle Dixon, sole beneficiary of a trust managed by Delta Dynamics, learned that the trustee had sold trust property to itself at an undervalue. After receiving complete information about the transaction and her rights, Danielle signed a release approving the sale. The trustee faces no liability for the breach.
Select any source to read its text and confirm it supports the definition.
Dylan Duffy, then seventeen, signed a five-year recording contract with Davenport Pharmaceuticals. Upon turning eighteen, Dylan continued performing under the contract and accepted royalty payments for six months. The continued performance extinguishes Dylan's power to avoid the agreement.
Denise Donovan, age sixteen, transferred valuable artwork to her cousin Dustin Donovan. After reaching majority, Denise took no steps to reclaim the artwork for over a year despite knowing her rights. The delay constitutes ratification, making the gift irrevocable.
David Dawson, a promoter forming Dillon Energy, sold his own land to the new corporation at a markup without disclosing the profit to every contemplated initial investor. Once all original shareholders received full disclosure and voted to approve the purchase, the corporation could no longer rescind the transaction.
An employee of Dynamic Solutions signed a promissory note in the company's name without authority. After the holder took the note for value in good faith, the company's board voted to ratify the signature. The ratification makes the signature effective for all purposes under the UCC.
All partners must receive full disclosure of every material fact surrounding the transaction before their vote to ratify can be effective.
Ratification fails if the trustee induced it through improper conduct or if the beneficiary lacked knowledge of her rights or the material facts at the time of ratification.
A minor may disaffirm before reaching majority. After majority, either express words or failure to disaffirm within a reasonable time operates as ratification and extinguishes the power to avoid.
No particular form is required. Any manifestation of assent by the purported principal makes the signature effective for all Article 3 purposes.
…for it. Amendments suggested by the people's elected representatives can be submitted to the people or their selected agents for ratification. That method of change was good for our Fathers, and being somewhat old-fashioned I must add it is good enough for me. And so, I cannot rely on the Due Process Clause or the Ninth Amendment…