The Doctrine of Implied Ratification.pdf - Oklahoma Law...

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Oklahoma Law Review Oklahoma Law Review Volume 36 Number 4 1-1-1983 The Doctrine of Implied Ratification--Application and Limitations The Doctrine of Implied Ratification--Application and Limitations Elliot Axelrod Follow this and additional works at: Part of the Law Commons Recommended Citation Recommended Citation Elliot Axelrod, The Doctrine of Implied Ratification--Application and Limitations , 36 O KLA . L. R EV . 849 (1983), This Comment is brought to you for free and open access by University of Oklahoma College of Law Digital Commons. It has been accepted for inclusion in Oklahoma Law Review by an authorized editor of University of Oklahoma College of Law Digital Commons. For more information, please contact [email protected] .
The Doctrine of Implied Ratification- Application and Limitations ELLIOT AXELROD* The basic import of the doctrine of implied ratification is that a principal may be held liable for the unauthorized acts of his agent, not because of his subsequent willingness to be bound but rather because his conduct and actions are inconsistent with a disavowal of the agent's acts. Inasmuch as most transactions involve agents, it is vital for lawyers and potential litigants to fully understand this doctrine, particularly the situations in which courts will impose or limit its application.' Although the law of agency necessarily draws upon principles from other areas of law, 2 many of its concepts are unique. The doctrine of implied ratification presents perhaps the most original combination of nontraditional reasoning and rules in the law of agency.' This, com- © 1983 Elliot Axelrod * B.S., New York University; J.D., New York Law School. Associate Professor of Law, Baruch College, City University of New York. Member, New York State Bar.-Ed. 1. See W. SEAVEY, AGENCY (1964). Professor Seavey, one of the foremost writers on the law of agency, commented in the preface of his treatise that "the time given [to the study of agency in law schools] is far less than its intrinsic importance warrants, since practically all of the world's business involves agents and in most important transactions, an agent on each side." Id. at ix. 2. Agency theory draws primarily on the law of torts, contracts (including conveyances), sales and negotiable instruments, trusts and restitution. 3. See Twerski, The Independent Doctrine of Ratification v. The Restatement and Mr. Seavey, 42 TEMP. L.Q. 1 (1968) Professor Twerski states: An examination of the ratification doctrine has led this writer to conclude that it merits independent recognition as a viable agency concept. The failure to recognize its independent significance has unfortunately led to its misapprehension and misapplication and has caused needless confusion to generations of students who have sought to reconcile ratification with traditional common law rules.

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