ratify

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Ratify means to approve or enact a legally binding act that would not otherwise be binding in the absence of such approval.

In the constitutional context, nations may ratify an amendment to an existing or adoption of a new constitution. In the United States, Article VII of the Constitution provides that “[t]he ratification of the conventions of nine states, shall be sufficient for the establishment of this Constitution between the states so ratifying the same.” Indeed, on June 21, 1788, New Hampshire was the ninth state to vote to ratify the Constitution, making it effective. The federal and state governments can also amend the Constitution, and Article V lays out how the federal and state governments can ratify amendments to the Constitution. The first amendments to the Constitution were the Bill of Rights, ratified in 1791. The concept of ratifying constitutions and constitutional amendments is not limited to the federal government, however. For example, in 1879, the state of California ratified a new Constitution to replace the original Constitution of 1849.

In the corporate governance context, ratification refers to the post facto approval of a director’s or officer’s actions that fell outside their authority by the group with the power to void such actions. For example, the California Corporations Code § 310 allows the board of directors to ratify the entering of a potentially conflicted transaction by an officer or director which might otherwise violate the officer’s or director’s duty of loyalty to the corporation.

In the context of contract law, a person ratifies a contract when they accept the benefit, thereby rendering the contract legally enforceable. This can include signing a formal contract, but conduct may also ratify a contract. For example, the Illinois Appellate Court in Bi-County Prop.s v. Wampler stated that, “[c]onduct, including an acceptance of benefits under a contract, may be sufficient to constitute a ratification binding on the party accepting the benefits as if he had signed the contract. . . [and that] [t]he acceptance of benefits under the unitization agreement by the defendants is clearly sufficient to constitute a ratification of the contract.” Additionally, a person who is under the legal age to enter into a contract may ratify (and thereby become bound by) the contract when he or she reaches age of majority, or may refuse to honor the contract without obligation. The Supreme Court of Georgia in Yancey v. O’Kelley emphasized this rule by stating that “[i]t is also well-settled law in this State that a contract made by one during his minority may be ratified and confirmed by him after reaching majority, either expressly or impliedly by conduct.”

In the employment context, if an employer ratifies the unauthorized acts of an employee, those actions bind the employer. Rank-and-file union members also ratify their labor union’s collective bargaining agreement (CBA). A CBA can be ratified without a formal union ratification vote to be validly formed, if the terms of the CBA were materially agreed to, the Supreme Court held in Granite Rock Co. v. Int’l Broth. of Teamsters.

[Last updated in December of 2020 by the Wex Definitions Team]