Ratification
Business Associations · Lesson 13
Ratification
這一課問的是：本人能否追認代理人之未授權行為，使其溯及生效？
ActorActObjectStandardConsequence
Core Terminology · 7 must-know
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ratification
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Principal's adoption of unauthorized act.
追認。
manifestation of assent
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Required for ratification.
同意之意思表示。
knowledge of material facts
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Principal must know material facts.
知悉重大事實。
retroactive
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Ratification relates back to the time of the act.
溯及力。
third-party withdrawal
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Third party may withdraw before ratification.
第三人撤回。
Rule Sentence · the workhorse
Ratification occurs when a principal, with full knowledge of material facts, manifests assent to an unauthorized act done on the principal's behalf; valid ratification retroactively binds the principal as if the act had been initially authorized.
Mini IRAC · build the Application
Issue. Has the corporation ratified an unauthorized contract its agent signed when the CEO, knowing of the contract, signed a letter to the vendor saying "Thank you for the partnership, we will perform"?
Rule. Ratification requires the principal to manifest assent to the unauthorized act with full knowledge of material facts.
Application (model). The CEO, knowing of the unauthorized contract, sent a letter expressly confirming intent to perform. Because ratification requires manifestation of assent with knowledge of material facts, the fact that the CEO knew of the contract and expressly confirmed it means ratification is established.
Pick the right element for each blank:
g1.
g2.
Conclusion. Therefore, the corporation has ratified the contract and is bound.
Practice Drill · tap to build the rule
Drop the chips here in correct order:
Tap chips to add → tap chips in the target to remove: