PJC Business

PJC 101.16

C ONTRACTS

PJC 101.16 Instruction on Ratification A party’s conduct includes conduct of others that the party has ratified. Rati fication may be express or implied. Implied ratification occurs if a party, though he may have been unaware of unauthorized conduct taken on his behalf at the time it occurred, retains the benefits of the transaction involving the unauthorized conduct after he acquired full knowledge of the unauthorized conduct. Implied ratification results in the ratification of the entire transaction. COMMENT When to use. PJC 101.16 may be appropriate if a party seeks to avoid liability on the basis that the act of a purported agent was unauthorized or if a party seeks to hold another responsible for unauthorized but ratified conduct. Source of instruction. The instruction is derived from Land Title Co. v. F.M. Sti gler, Inc. , 609 S.W.2d 754, 756 (Tex. 1980) (ratification occurs if principal retains ben efits of transaction after full knowledge of unauthorized acts of person acting on principal’s behalf); s ee also Willis v. Donnelly , 199 S.W.3d 262, 273 (Tex. 2006). Timing of knowledge. A principal may ratify the conduct whether he has knowl edge of the transaction at the time he received the benefits or whether he gains such knowledge at a time after he receives the benefits. Land Title Co. , 609 S.W.2d at 756– 57. Not applicable to fraud. PJC 101.16 does not apply in situations involving ratifi cation of fraud.

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