Ratification of Unauthorized Acts in Florida
FL ratification: express (explicit approval), implied (accepting benefits), or by silence (failure to object). Once ratified: principal bound, third party can enforce, agent relieved of liability. Before ratification: third party can withdraw, agent personally liable. Ratification is final, retroactive, and generally irrevocable. Exception: fraud, duress, or mistake may allow rescission.
Methods
- Express: explicit approval
- Implied: accepting benefits
- Silence: failure to object timely
Third-Party Effect
- Principal bound retroactively
- Agent relieved of liability
- Third party loses right to withdraw
Irrevocability
- Final and binding
- Cannot be undone by change of mind
- Exception: fraud, duress, mistake
Related Terms
- Ratification — Overview
Barnes Walker Business Law
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Reviewed by the attorneys at Barnes Walker, Goethe, Shea & Robinson, PLLC