Definition of Ratification
Ratification is the act of voluntarily adopting and giving sanction to an unauthorized act or defective proceeding. Under the New Civil Code, it embraces confirmation, acknowledgment, or recognition. It is a process that purges a voidable contract of its defect through the renunciation of the action of nullity by the person who can invoke the vice or defect. Ratification is also the act of curing the defect of a contract entered into in the name of another without authority or in excess of authority.
Kinds of Ratification
Ratification can be express or tacit (implied).
- Express Ratification: Done orally or in writing.
- Tacit (Implied) Ratification: Implied from conduct.
How Ratification Occurs
Implied or tacit ratification can occur through acts implying a waiver. Examples include:
- A minor who bought and sold land after reaching majority.
- Collecting the unpaid balance of a selling price.
- Using the proceeds by a person who had been previously intimidated.
- Voluntary performance of the obligation after knowledge of the nullity.
- Accepting benefits under a contract.
- Silence and inaction, if voluntary and knowing, can be interpreted as an act of ratification.
- Ratification by a guardian validates a contract entered into by an incapacitated person.
Effect of Ratification
Ratification cleanses the contract from all its defects from the moment it was constituted. It has a retroactive effect. Once ratified, a contract that was unenforceable due to lack of authority or non-compliance with the Statute of Frauds is cured and becomes valid. For voidable contracts, ratification extinguishes the action to annul and the contract becomes completely valid.