2020 Georgia Code
Title 10 - Commerce and Trade
Chapter 6 - Agency
Article 3 - Rights and Liabilities of Principal to Third Persons
§ 10-6-52. Ratification Relates Back to Agent's Act; How Act Ratified; No Revocation of Ratification

A ratification by the principal shall relate back to the act ratified and shall take effect as if originally authorized. A ratification may be express or implied from the acts or silence of the principal. A ratification once made may not be revoked.

(Orig. Code 1863, § 2170; Code 1868, § 2166; Code 1873, § 2192; Code 1882, § 2192; Civil Code 1895, § 3019; Civil Code 1910, § 3591; Code 1933, § 4-303.)

- For annual survey of law of business associations, see 38 Mercer L. Rev. 57 (1986). For note, "The Great Escape: How One Plaintiff's Sidestep of a Mandatory Arbitration Clause Was Applied to a Class in Bickerstaff v. SunTrust Bank," see 68 Mercer L. Rev. 539 (2017).

ANALYSIS

• General Consideration
• Relation Back of Ratification
• Implied Ratification

General Consideration

"Ratification" defined.

- "Ratification" is the affirmance by a person of a prior act which did not bind the person but which was done or professedly done on the person's account, whereby the act, as to some or all persons, is given effect as if originally authorized by the person. Higgins v. D & F Elec. Co., 110 Ga. App. 790, 140 S.E.2d 99 (1964).

Principal may by ratification or by failure to repudiate acts of principal's alleged agent become bound. Klingbeil v. Renbaum, 146 Ga. App. 591, 246 S.E.2d 698 (1978).

Act of one holding oneself out as agent in consummating a sale for one's principal may be ratified by the principal, even if the agent was unauthorized in the first place to make the sale, and such ratification may be implied from the acts or silence of the principal. If a principal is informed by the principal's agent of what the agent has done, unless the principal repudiates the act promptly or within a reasonable time, a ratification will be presumed. Harris v. Underwood, 208 Ga. 247, 66 S.E.2d 332 (1951).

- Chief executive officer of a housing authority was properly terminated for cause because the chief executive officer materially harmed the housing authority's business when the chief executive officer ratified the housing authority's chief financial officer's violation of federal rules the housing authority was required to comply with, when the proceeds of the sale of an asset were diverted to an improper purpose as: (1) the chief executive officer certified that the proceeds would be used only for a proper purpose; (2) the chief executive officer was notified of the diversion; and (3) the chief executive officer did not object or inform the housing authority's board of directors or the federal government of the diversion or seek the permission of either body for the diversion. Jones v. Hous. Auth. of Fulton County, 315 Ga. App. 15, 726 S.E.2d 484 (2012).

- If the president of a corporation, merely by virtue of the president's office, has no power to bind the company by contract, the authority may be shown by ratification by the corporation of the contracts made by the corporation's president. Jack Fred Co. v. Lago, 96 Ga. App. 675, 101 S.E.2d 165 (1957).

- While as a general rule a party is not bound by the acts of an attorney who purports to represent the party, but without being employed so to do, and need not accept any benefits to the party as a result of such unauthorized appearance, the party may do so by ratifying the attorney's acts as in other cases of agency. Felker v. Johnson, 189 Ga. 797, 7 S.E.2d 668 (1940).

Class representative is a putative agent who keeps the case alive pending the decision on certification. Bickerstaff v. SunTrust Bank, 299 Ga. 459, 788 S.E.2d 787 (2016), cert. denied, 137 S. Ct. 571, 196 L. Ed. 2d 447 (U.S. 2016).

- If one is employed by a master to drive a motor vehicle, the master is not liable for the negligence of another procured by the employee without authority as a substitute driver unless the master subsequent to the act ratifies the employment of the substitute. Carter v. Bishop, 209 Ga. 919, 76 S.E.2d 784 (1953); Burke County Bd. of Educ. v. Raley, 104 Ga. App. 717, 123 S.E.2d 272 (1961) (ratification shown).

- When one purports to act as the agent of another, even by forgery, the principal for whom the agent purports to act may ratify the act. Southern Fed. Sav. & Loan Ass'n v. Firemen's Benevolent Ass'n, 72 Ga. App. 663, 34 S.E.2d 674 (1945).

- Promise afterwards made by a planter to a merchant to pay for oats if the planter's overseer will approve the bill is not an unconditional act and therefore cannot amount to a ratification of the act of overseer in buying the oats. Render v. Jones Mercantile Co., 33 Ga. App. 394, 126 S.E. 159 (1925).

- Principal cannot ratify that which the principal had no power to authorize. Harrison v. McHenry, 9 Ga. 164, 52 Am. Dec. 435 (1850); Ozburn v. Woolworth, 106 Ga. 459, 32 S.E. 581 (1899).

- Act cannot be ratified unless done for and in behalf of the person adopting it and attempting to ratify it. Render v. Jones Mercantile Co., 33 Ga. App. 394, 126 S.E. 159 (1925).

Doctrine of ratification is not applicable against a person as to an act of one who did not assume to act in the person's name or under authority from that person. Smith v. Pope, 100 Ga. App. 369, 111 S.E.2d 155 (1959); Citizens & S. Realty Investors v. L.G. Balfour Co., 152 Ga. App. 852, 264 S.E.2d 304 (1980).

Ratification of the act of one who volunteers to act as agent is valid. D. Goode & Son v. Rawlins, 44 Ga. 593 (1872).

- Unauthorized act of an agent, done in the principal's behalf, cannot be ratified by the principal without actual knowledge of the act. Penn Mut. Life Ins. Co. v. Blount, 165 Ga. 193, 140 S.E. 496 (1927).

- Ratification of an unauthorized act of an agent, to be binding on the principal, must be made with full knowledge, on the part of the principal, of all material facts relating to the act in question. Ludden & Bates Southern Music House v. McDonald, 117 Ga. 60, 43 S.E. 425 (1903); American Harrow Co. v. Dolvin, 119 Ga. 186, 45 S.E. 983 (1903).

Knowledge of all the facts is essential to a ratification. Penn Mut. Life Ins. Co. v. Blount, 33 Ga. App. 642, 127 S.E. 892 (1925).

Before a principal can be bound by a ratification of the act of an agent, the principal must at the time of ratification have full knowledge of all the material facts by which the principal is to be bound. Weather Bros. Transf. Co. v. Jarrell, 72 Ga. App. 317, 33 S.E.2d 805 (1945).

Act of an insurance company in retaining the premiums without knowledge of the facts did not amount to a ratification of the unauthorized act of the agent in reinstating a lapsed policy. Independent Life & Accident Ins. Co. v. Pantone, 80 Ga. App. 426, 56 S.E.2d 153 (1949).

In order to allege a good cause of action as to ratification, it must be shown that the ratifying body, such as a city council, had full knowledge of all material facts in connection with the transaction in question. City of Atlanta v. Smith, 84 Ga. App. 815, 67 S.E.2d 480 (1951).

- Agency may be established by the subsequent ratification and adoption of the act by the principal, but there must be some evidence of the principal's knowledge of the material facts. Shirley v. Couch, 177 Ga. App. 436, 339 S.E.2d 648 (1986).

- Ratification involves knowledge of the facts on the part of the person ratifying at the time when the ratification is made. Dolvin v. American Harrow Co., 125 Ga. 699, 54 S.E. 706, 28 L.R.A. (n.s.) 785 (1906); Dolvin v. American Harrow Co., 131 Ga. 300, 62 S.E. 198 (1908).

- If agency is sought to be proved by ratification, it must appear that the principal had full knowledge of all material facts in connection with the transaction in question and such knowledge must have been acquired by the principal otherwise than by the mere knowledge of the agent, the ratification of whose acts is contended for. Kephart v. Gulf Ref. Co., 59 Ga. App. 432, 1 S.E.2d 221 (1939).

- If an instrument is not a contract under seal, no writing under seal is required to ratify the actions taken in behalf of the principal. Hence, the authority of the agent to execute such a contract is not required to be given in writing and under seal. Klingbeil v. Renbaum, 146 Ga. App. 591, 246 S.E.2d 698 (1978).

- Contract made by an agent for the agent's principal is binding on the latter, though a mistake has been made therein by the agent, if such contract is ratified and acted on by the principal. Southern Ry. v. White, 108 Ga. 201, 33 S.E. 952 (1899).

Ratification, whether soon or late, is the equivalent of an original command and cures any defect in the execution of the agent's power. Whitley v. James, 121 Ga. 521, 49 S.E. 600 (1904).

Ratification once made may not be revoked. Harris v. Underwood, 208 Ga. 247, 66 S.E.2d 332 (1951).

Burden of proving a ratification is on the party asserting ratification. Padgett v. Collins, 89 Ga. App. 769, 81 S.E.2d 309 (1954).

- Even if an owner received some benefit under a settlement agreement, the owner's alleged actions did not manifest an intent to ratify the agreement as it never proffered a deed consistent with the agreement. Furthermore, even if the court were able to conclude that the owner's actions constituted ratification for purposes of a motion to dismiss, the owner was not obligated to do anything under the agreement as the owner was not a named party or a signatory to the contract. Rohrig Invs., LP v. Knuckle P'ship, LLLP (In re Rohrig Invs., LP), 584 Bankr. 382 (Bankr. N.D. Ga. 2018).

- Whether or not a ratification has resulted is usually a question of fact to be determined by the jury. Gray, Bedell & Hughes v. Bass, 42 Ga. 270 (1871); Charles P. Burr & Co. v. William H. Howard & Sons, 58 Ga. 564 (1877); Mendel v. Converse & Co., 30 Ga. App. 549, 118 S.E. 586 (1923); Thompson v. Neely & Wilcox, 32 Ga. App. 131, 123 S.E. 171 (1924).

Whether or not the facts and circumstances of the particular case show a ratification of the acts of one alleged to have been acting for the defendant principal is ordinarily a question for the jury. Burke County Bd. of Educ. v. Raley, 104 Ga. App. 717, 123 S.E.2d 272 (1961).

Whether a ratification occurred is usually a question for a jury. Wielgorecki v. White, 133 Ga. App. 834, 212 S.E.2d 480 (1975).

While director of municipal recreation authority, who made the purchases in question, had neither actual nor implied authority to act for the city, a fact issue existed as to whether the city appropriated the goods purchased to the city's own use after abolishing the authority, as one who accepts possession of goods and permits the goods to be used for one's benefit cannot defeat an action for the purchase price by denying that the person who purchased the goods had authority to act as one's agent. Got-It Hdwe. & Gifts, Inc. v. City of Ashburn, 155 Ga. App. 214, 270 S.E.2d 380 (1980).

- If the question of ratification by the principal of unauthorized acts of the agent by the acceptance of the fruits of the agent's conduct arises, the plaintiff's pleading makes a case for submission to the jury. First Joint Stock Land Bank v. Pitts, 48 Ga. App. 805, 173 S.E. 732 (1934).

Cited in Moon Motor Car Co. v. Savannah Motor Car Co., 41 Ga. App. 231, 152 S.E. 611 (1930); Equitable Bldg. & Loan Ass'n v. Brady, 175 Ga. 43, 164 S.E. 674 (1932); Mathews v. Fort Valley Cotton Mills, 179 Ga. 580, 176 S.E. 505 (1934); Liberty Mut. Ins. Co. v. Neal, 55 Ga. App. 790, 191 S.E. 393 (1937); Flescher Knitting Mills v. Union Dry Goods Store, 58 Ga. App. 659, 199 S.E. 646 (1938); American Ins. Co. v. Hattaway, 194 Ga. 15, 20 S.E.2d 406 (1942); Meeks v. Taylor, 138 F.2d 458 (5th Cir. 1943); Meeks v. Adams La. Co., 49 F. Supp. 489 (S.D. Ga. 1943); Barron v. Chamblee, 199 Ga. 591, 34 S.E.2d 828 (1945); Puckett v. Reese, 203 Ga. 716, 48 S.E.2d 297 (1948); McDilda v. State, 85 Ga. App. 348, 69 S.E.2d 627 (1952); Owens v. White, 103 Ga. App. 459, 119 S.E.2d 581 (1961); Builders Homes of Ga., Inc. v. Wallace Pump & Supply Co., 128 Ga. App. 779, 197 S.E.2d 839 (1973); Wiley v. Georgia Power Co., 134 Ga. App. 187, 213 S.E.2d 550 (1975); Ferguson v. Bishop, 150 Ga. App. 469, 258 S.E.2d 143 (1979); Hilliard v. Canton Whsle. Co., 151 Ga. App. 184, 259 S.E.2d 182 (1979); Clyde Chester Realty Co. v. Stansell, 151 Ga. App. 357, 259 S.E.2d 639 (1979); Frady v. Irvin, 245 Ga. 307, 264 S.E.2d 866 (1980); Wallace v. Lessard, 248 Ga. 575, 285 S.E.2d 14 (1981); Lanier Ins. Agency, Inc. v. Citizens Bank, 168 Ga. App. 424, 309 S.E.2d 419 (1983); Dedousis v. First Nat'l Bank, 181 Ga. App. 425, 352 S.E.2d 577 (1986); Lipsey Motors v. Karp Motors, Inc., 194 Ga. App. 15, 389 S.E.2d 537 (1989); Gift Collection, Ltd. v. Small Bus. Admin., 738 F. Supp. 487 (N.D. Ga. 1989); Church of God, Inc. v. Shaw, 194 Ga. App. 694, 391 S.E.2d 666 (1990); Hendrix v. First Bank, 195 Ga. App. 510, 394 S.E.2d 134 (1990); Underground Festival, Inc. v. McAfee Eng'r Co., 214 Ga. App. 243, 447 S.E.2d 683 (1994); Medley v. Boomershine Pontiac-GMC Truck, Inc., 214 Ga. App. 795, 449 S.E.2d 128 (1994); Pioneer Concrete Pumping Serv., Inc. v. T & B Scottdale Contractors, 218 Ga. App. 596, 462 S.E.2d 627 (1995).

Ratification relates back to the act ratified. Penn Mut. Life Ins. Co. v. Blount, 33 Ga. App. 642, 127 S.E. 892 (1925).

Ratification by a principal relates back to the act ratified and takes effect as if originally authorized. United States v. Ferguson, 409 F. Supp. 393 (S.D. Ga. 1975), aff'd, 529 F.2d 999 (5th Cir. 1976).

- As a general rule, ratification relates back to the act ratified, except when there is an intervening equity. Atlanta Buggy Co. v. Hess Spring & Axle Co., 124 Ga. 338, 52 S.E. 613, 4 L.R.A. (n.s.) 431 (1905); Bridwell v. Gate City Term. Co., 127 Ga. 520, 56 S.E. 624, 10 L.R.A. (n.s.) 909 (1907); Coursey v. Consolidated Naval Stores Co., 22 Ga. App. 538, 96 S.E. 397 (1918); Mendel v. Converse & Co., 30 Ga. App. 549, 118 S.E. 586 (1923).

- Ratification generally relates back to the act ratified, but when a mortgage is executed by a debtor to a creditor without the creditor's knowledge and not delivered to the latter but to the clerk for registration, and after it is recorded, the creditor accepts and thus ratifies it, judgment liens obtained after the delivery to the clerk but before the ratification by the creditor take precedence over the mortgage. Evans v. Coleman, 101 Ga. 152, 28 S.E. 645 (1897).

Ratification does not so relate back as to affect the rights of other parties which have intervened and accrued between the time of the unauthorized act and that of the ratification. Graham v. Williams, 114 Ga. 716, 40 S.E. 790 (1902).

Ratification does not affect antagonistic rights of others acquired between the unauthorized act and its ratification. Dalton Buggy Co. v. Wood, Son & Bro., 7 Ga. App. 477, 67 S.E. 121 (1910).

Principal cannot ratify the acts of an agent so as to affect the intervening rights of third parties. Padgett v. Collins, 89 Ga. App. 769, 81 S.E.2d 309 (1954).

Implied Ratification

Ratification need not be by word or writing.

- It is not essential that the principal should expressly ratify by word or writing; it may be done by implication or by the subsequent acts or conduct of the parties. Bush v. Fourcher, 3 Ga. App. 43, 59 S.E. 459 (1907).

Implication from acts or silence of the principal. Harris v. Underwood, 208 Ga. 247, 66 S.E.2d 332 (1951).

- Unauthorized contract made by an assumed agent, or by a real agent in excess of the agent's authority, becomes obligatory upon the principal if the latter receives the benefit of the contract. Merchants' Bank v. Central Bank, 1 Ga. 418, 44 Am. Dec. 665 (1846); Haney School Furn. Co. v. Hightower Baptist Inst., 113 Ga. 289, 38 S.E. 761 (1901); Coursey v. Consolidated Naval Stores, 22 Ga. App. 538, 96 S.E. 397 (1918); Hixon v. Hinkle, 156 Ga. 341, 118 S.E. 874 (1923); Swearingen v. Virginia-Carolina Chem. Co., 19 Ga. App. 658, 91 S.E. 1050 (1927).

If the principal obtained the benefits of the transaction in which the draft was given by the agent, the injured party may bring an action on the original transaction against the principal. Rowland v. Farmers Bank, 52 Ga. App. 50, 182 S.E. 81 (1935).

If for some time an alleged agent of the defendant purchased agricultural products for the defendant, with drafts drawn upon the defendant, on which drafts the plaintiff bank advanced to the defendant's agent the cash, the defendant was bound by such acts of the agent and estopped to deny that such person was acting as an agent or set up that the defendant was not liable for the amount of the plaintiff's money advanced on such unpaid drafts for the purchase of the farm products for the defendant which the defendant received and retained. Rowland v. Farmers Bank, 52 Ga. App. 50, 182 S.E. 81 (1935).

Retaining possession of and using for any considerable period of time property received constitutes a ratification of an unauthorized contract for exchange. Southern Motors of Savannah, Inc. v. Krieger, 86 Ga. App. 574, 71 S.E.2d 884 (1952), overruled on other grounds, Brown v. Techdata Corp., 238 Ga. 622, 234 S.E.2d 787 (1977).

If the alleged acts of a finance company regarding an automobile sale contract included their acceptance of the benefits in the form of a note, conditional-sale contract, payments on the note, and the insurance premium, this indicated a ratification of the agreement made by the president of the automobile dealership that assigned the contract to the finance company that credit life insurance would be procured, and showed such part performance on the part of the conditional buyer as to estop the finance company from attacking the agreement as oral and in conflict with any written provisions. In this situation, there appeared to be no conflict present, but rather an explanation of any ambiguity and a showing as to what constituted the entire contract. Consumers Fin. Corp. v. Lamb, 217 Ga. 359, 122 S.E.2d 101 (1961).

If a corporation, knowing all of the facts, accepts and uses the proceeds of an unauthorized contract executed in the corporation's behalf without authority, the corporation may be bound because of ratification. Western Am. Life Ins. Co. v. Hicks, 135 Ga. App. 90, 217 S.E.2d 323, cert. dismissed, 235 Ga. 603, 221 S.E.2d 27 (1975).

In accepting the fruits of a contract for exchange of automobiles and using the new automobile for the principal's exclusive benefit for a period of almost six weeks of intensive driving, during which time the principal fails to notify the seller of the new car of any intention to disaffirm the contract on the principal's part, such acts of the principal constitute a ratification of the unauthorized act of exchange of the agent so as to render the principal liable for the payment of the purchase money. Southern Motors of Savannah, Inc. v. Krieger, 86 Ga. App. 574, 71 S.E.2d 884 (1952), overruled on other grounds, Brown v. Techdata Corp., 238 Ga. 622, 234 S.E.2d 787 (1977).

- Plaintiff had full knowledge of his former wife's unauthorized withdrawal of funds from his "money market account" at the time he entered into his divorce settlement agreement with her. Plaintiff and his ex-wife also agreed in their property settlement agreement that "all personal property in the [ex-wife's] possession and control or in [her] name was to be and become [her] sole and separate property, free and clear of any claims of [plaintiff] whatsoever." Consequently, since plaintiff knowingly received the benefit of his former wife's withdrawal, he could not later make a claim against the bank that her withdrawal was unauthorized. Hyer v. Citizens & S. Nat'l Bank, 188 Ga. App. 452, 373 S.E.2d 391 (1988).

- Ex-husband's action to quit title in certain property and to set aside a forged quitclaim deed transferring his interest in the property to the ex-wife was remanded for a jury to decide whether the ex-husband ratified the quitclaim deed in his divorce settlement agreement with his ex-wife because given the ambiguity in the settlement agreement arising from the phrase "liability on the property," a factual issue existed regarding the intention of the parties, which had to be determined in light of all the relevant evidence; to the extent that the ex-husband merely acknowledged that his ex-wife encumbered her share of the property, that acknowledgment would not evidence an election to treat the forged quitclaim deed as valid, and if the ex-husband believed that the property interest he was accepting from his ex-wife was encumbered, he could have wanted to clarify that he was not personally liable for the debt and to bargain for protection from any loss he could incur as the result of the debt. Brock v. Yale Mortg. Corp., 287 Ga. 849, 700 S.E.2d 583 (2010).

- Unauthorized act or transaction by an agent in excess of the agent's authority becomes binding and obligatory upon the principal if the latter, with knowledge of the facts, receives and retains the benefit thereof, since such acceptance of the benefit amounts to an implied ratification of such act, whether the principal intends thereby to ratify it or not. Kelley v. Carolina Life Ins. Co., 48 Ga. App. 106, 171 S.E. 847 (1933).

By retaining money paid after knowledge that its source was the principal's credit, through an unauthorized assumption of authority by an agent, the principal ratifies the act irrespective of any intent to do so. United States v. Ferguson, 409 F. Supp. 393 (S.D. Ga. 1975), aff'd, 529 F.2d 999 (5th Cir. 1976).

- It is only when an act is done for and in behalf of another that it can be ratified by the latter's acceptance of the benefits accruing to the latter thereunder, and then only with knowledge of the facts. Morgan v. Georgia Paving & Constr. Co., 40 Ga. App. 335, 149 S.E. 426 (1929).

Ratification cannot be implied if the act assertedly ratified was not done in behalf of and for the benefit of the party assertedly ratifying the act. Regional Pacesetters, Inc. v. Halpern Enters., Inc., 165 Ga. App. 777, 300 S.E.2d 180 (1983).

- Given that there was no evidence that a parent had knowledge at any time of an arbitration agreement signed by the parent's adult child on the parent's behalf when the parent entered a nursing home, the parent's later grant to the child of a power of attorney did not ratify the child's earlier action of signing the arbitration agreement. McKean v. GGNSC Atlanta, LLC, 329 Ga. App. 507, 765 S.E.2d 681 (2014).

In a dispute between a warehouse and a staffing agency over the warehouse's failure to pay for temporary employees, genuine issues existed as to whether the warehouse knew of or ratified the employee's allegedly unauthorized act of executing an agreement on its behalf, making summary judgment error. Division Six Sports, Inc. v. Hire Dynamics, LLC, 348 Ga. App. 347, 822 S.E.2d 841 (2019).

- If one in the presence of the principal, sells goods of the latter, as the principal's agent, without objection, the tacit consent of the principal will be presumed and will bind the principal. N. Owsley & Son v. Woolhopter, 14 Ga. 124 (1853); Crockett v. Chattahoochee Brick Co., 95 Ga. 540, 21 S.E. 42 (1894).

Ratification will be inferred if the agent has notified the principal of the agent's act and the principal has not repudiated it. Unless the principal repudiates the act promptly or within a reasonable time, a ratification will be presumed. Whitley v. James, 121 Ga. 521, 49 S.E. 600 (1904); Brooke & Co. v. Cunningham Bros., 19 Ga. App. 21, 90 S.E. 1037 (1916); Pilcher & Dillon v. Smith, 31 Ga. App. 606, 121 S.E. 701 (1924); Thompson v. Neely & Wilcox, 32 Ga. App. 131, 123 S.E. 171 (1924); Harris v. Underwood, 208 Ga. 247, 66 S.E.2d 332 (1951).

An unauthorized transaction by an agent may be validated by the principal's acquiescence therein for an unreasonable time, after knowledge of such act. Nations v. Russell, 68 Ga. App. 329, 22 S.E.2d 756 (1942).

If an agent without authority enters into a contract on behalf of a principal, the principal, upon discovery of the circumstances, has a choice either to ratify or disaffirm the contract made in the principal's behalf, but the principal must act promptly and within a reasonable time. Once the choice has been made to ratify, the contract may no longer be disaffirmed. Southern Motors of Savannah, Inc. v. Krieger, 86 Ga. App. 574, 71 S.E.2d 884 (1952), overruled on other grounds, Brown v. Techdata Corp., 238 Ga. 622, 234 S.E.2d 787 (1977).

If a master (principal) has knowledge that the master's servant (agent) pursues a given course of conduct and the master takes no steps to prevent such conduct, the master is liable for the consequences. Allen & Bean, Inc. v. American Bankers Ins. Co., 153 Ga. App. 617, 266 S.E.2d 295 (1980).

- If, after knowledge of what the agent has done, the principal makes no objection for an unreasonable time, a ratification results by operation of law. Generally, the question of what is an unreasonable period of time is one for the jury. Klingbeil v. Renbaum, 146 Ga. App. 591, 246 S.E.2d 698 (1978).

Ratification of an agent's act is presumed from slight circumstances, and is as effective as if the act was originally authorized, and is not revocable. Napier v. Pool, 39 Ga. App. 187, 146 S.E. 783, cert. denied, 39 Ga. App. 843 (1929).

While ratification of an unauthorized act of an agent is not to be presumed, the acts of a principal are to be liberally construed in favor of an adoption of the acts of the agent, and when the unauthorized act of the agent is done in the execution of power conferred, but in excess or misuse thereof, a presumption of ratification readily arises from slight acts of confirmation, or from mere silence or acquiescence, or when the principal receives and holds the fruits of the agent's act. Kelley v. Carolina Life Ins. Co., 48 Ga. App. 106, 171 S.E. 847 (1933); Nations v. Russell, 68 Ga. App. 329, 22 S.E.2d 756 (1942).

Acts and conduct of the principal are construed liberally in favor of the agent. Slight circumstances and small matters will sometimes suffice to raise the presumption of ratification. Burke County Bd. of Educ. v. Raley, 104 Ga. App. 717, 123 S.E.2d 272 (1961).

- Mere retention of an employee after knowledge of the employee's wrongful act is not sufficient alone to amount to ratification by the employer of the act. Chrysler Corp. v. Wilson Plumbing Co., 132 Ga. App. 435, 208 S.E.2d 321 (1974).

- In a breach of contract suit involving an employment contract, the trial court properly entered a judgment in favor of the former employee after a bench trial as there was sufficient evidence to support the conclusion that even though the person who signed the employment contract was not authorized to execute the employment contract on behalf of the employer, the employer ratified the agreement by failing to never object to the agreement. In addition, the employer paid the former employee at least two times directly. A & S Group, Inc. v. Murray, 291 Ga. App. 331, 661 S.E.2d 701 (2008).

Principal was liable for breach of a written contract between the principal and a construction company because realty company employees who made additional work requests had authority to bind the principal, and the record supported a finding that the vice president, acting within actual authority, ratified, and authorized the actions of those employees who were acting as agents for the vice president. Circle Y Constr., Inc. v. WRH Realty Servs., F.3d (11th Cir. May 24, 2011)(Unpublished).

- Principal already entitled to possession of property is not bound by an unauthorized agreement by which the principal is put in possession thereof, nor by retaining possession will the principal be charged with a ratification. Baldwin Fertilizer Co. v. Thompson & McAlister, 106 Ga. 480, 32 S.E. 591 (1899).

- Corporation clearly assented to a contract to sell the corporation's real property when the corporation properly executed a fourth amendment to the contract, although the original contract and amendments had not been properly signed. Del Lago Ventures, Inc. v. QuikTrip Corp., 330 Ga. App. 138, 764 S.E.2d 595 (2014).

RESEARCH REFERENCES

Am. Jur. 2d.

- 3 Am. Jur. 2d, Agency, § 167 et seq.

- 2A C.J.S., Agency, §§ 52, 66 et seq., 97.

- Doctrine of ratification invoked to charge one person with responsibility for the negligence of another not authorized to act for him, 85 A.L.R. 915.

Profession at time of act or contract to be acting for another as a necessary condition of its ratification by latter, 124 A.L.R. 893.

What amounts to ratification by owner of unauthorized employment by broker or agent of subagent to procure a sale or purchase of property, 136 A.L.R. 1418.

What amounts to ratification by principal or master of libel or slander by agent or servant, 139 A.L.R. 1066.

Variance between allegation and proof as regards identity of servant or agent for whose acts defendant is sought to be held responsible, 139 A.L.R. 1152.

Principal's liability for false arrest or imprisonment caused by agent or employee, 92 A.L.R.2d 15; 93 A.L.R.3d 826.

Liability of insurance agent, for exposure of insurer to liability, because of failure to cancel or reduce risk, 35 A.L.R.3d 792.

Liability of insurance agent, for exposure of insurer to liability, because of failure to fully disclose or assess risk or to report issuance of policy, 35 A.L.R.3d 821.

Liability of insurance agent, for exposure of insurer to liability, because of issuance of policy beyond authority or contrary to instructions, 35 A.L.R.3d 907.

Discharge of debtor who makes payment by delivering checks payable to creditor to latter's agent, where agent forges creditor's signature and absconds with proceeds, 49 A.L.R.3d 843.

Insured's ratification, after loss, of policy procured without his authority, knowledge, or consent, 52 A.L.R.3d 235.

Spouse's acceptance or retention of benefits of other spouse's fraudulent act as ratification of transaction, 82 A.L.R.3d 625.

Principal's liability for punitive damages because of false arrest or imprisonment, or malicious prosecution, by agent or employee, 93 A.L.R.3d 826.