Contractual Ratification and Agency

“Agency” generally refers to one person, an agent, acting on behalf of another, a principal. Ratification is when one approves a contract or transaction after the fact, even though it may have been void or voidable at the time it was originally contemplated or executed.

Ratification in the context of agency is the express/implied adoption or confirmation by one person to act on behalf of another who at the time to act lacked authority. Epps v. Epps, 438 S.W.3d 422, 424-45 (Mo. Ct. App. 2014).

To prove an agency relationship and the authority of the agent, courts look to the facts, circumstances, words, acts and conduct of the agent. Thus, a court — combining these principles — could find that a principal acquiesced or accepted a contract or transaction through the conduct of an agent.

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