A enters into a contract with B for buying B’s motor car as agent of C with- , out C’s authority B repudiates the contract before C comes to know of it. C subsequently ratifies the contract and sues to enforce it. Is there a binding contract?

Ratification is retrospective, that is, the agency is taken to have come into effect from the moment the agent first acted, and not from the date of the principal’s ratification. This rule was illustrated by the decision in Bolton Partners v Lambert, 1889 . L made an offer to M, the managing director of a company, who accepted the offer on the company’s behalf, although he had no authority to do so, L then gave notice to the company that he withdrew his offer. The company subsequently ratified M’s unauthorized acceptance. It was held that as the ratification dates back to the time of acceptance, the withdrawal of the offer was inoperative style, and so L was liable for the breach of contract.

The facts outlined above are similar to those stated in the above case. It is therefore submitted that C has properly ratified A’s unauthorized act. B is there-fore liable for breach of contract.

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