What Is Ratification?
Ratification is the legal act of approving and adopting a prior act that was unauthorized when it was performed, giving that act the same force as if it had been authorized from the start. The doctrine matters most in three settings: agency, where a principal accepts the act of someone who exceeded or never had authority; contract law, where a party confirms an agreement that was voidable and chooses to be bound by it; and real estate and business transactions, where an owner or company adopts a sale, lease, or corporate act that an agent or officer entered without proper authority.
Once ratified, the approval "relates back" to the moment of the original act, treating it as valid from that earlier date rather than only from the date of approval. Ratification can be express — a clear written or spoken statement of approval — or implied from conduct, such as accepting the benefits of an unauthorized contract while knowing the relevant facts.
What Florida Requires to Ratify an Act
- Full knowledge of the material facts. A party cannot ratify what it does not understand; approval given without knowing the key facts is not binding.
- Intent to ratify, shown either expressly or through conduct consistent only with approval.
- Legal capacity to have authorized the act in the first place.
- All or nothing. A party must ratify the entire transaction or reject it entirely — it cannot accept the favorable parts and disclaim the rest.
Limits on Ratification
Some acts cannot be cured by ratification. A party cannot ratify an illegal act, nor an act that has already been validly rescinded or withdrawn before approval. Ratification must also occur within a reasonable time; unreasonable delay — especially where another party's rights would be prejudiced — can defeat it. In the agency setting, the principal must have existed and been capable of authorizing the act at the time it occurred.
Related Terms
- Principal — The party who can ratify an agent's unauthorized act
- Agent — One whose unauthorized act may be ratified by the principal
- Voidable Contract — A contract that ratification can make fully binding
- Novation — Substituting a new agreement, distinct from ratifying an existing one
- Power of Attorney — A grant of authority that can avoid the need to ratify later
Barnes Walker Business Law
Barnes Walker's attorneys advise Florida businesses, principals, and property owners on ratification questions — including whether an unauthorized contract, lease, or corporate act is binding, and how to ratify or repudiate it cleanly. Request a legal inquiry for assistance.
Reviewed by the attorneys at Barnes Walker, Goethe, Shea & Robinson, PLLC