EFFECT OF RATIFICATION IN THE LAW OF AGENCY

Agency can simply be defined as the relationship which exists between two persons, where one, called the agent is considered in law to represent the other, known as the principal, in his relationship with third parties, and in such a way as to be able to affect the principal's legal position in respect of these third parties.

CHAMAN LAW FIRM

5/23/2022 3 min read

EFFECT OF RATIFICATION IN THE LAW OF AGENCY

The term, "ratification" is a term used in the law of agency to connote one of the ways by which an agency relationship can be created. The term, "agency" does not have a clear-cut definition. Various definitions have been used in explaining it. Agency can simply be defined as the relationship which exists between two persons, where one, called the agent is considered in law to represent the other, known as the principal, in his relationship with third parties, and in such a way as to be able to affect the principal's legal position in respect of these third parties.

Agency can be created in various ways, one of which is by ratification. Ratification was defined in the case of Folashade v Duroshola with reference to the definition given in page 1476 of the Dictionary of English law by Lord Jowitt, as follows: "agency may be created by ratification where A purports to act as agent for B either having no authority at all or having no authority to do that particular act, the subsequent adoption by B of A's act has the same legal consequence as if B had originally authorised the act. But there can be no ratification unless A purported to act as agent, and to act for B, and in such a case B alone can ratify".

In the case of Folashade v Duroshola, the plaintiff alleged that in 1926 and 1927 respectively, agents of Charles O. Blaize, the owner of the fee simple, sold two plots to one Aminu Alfa, and gave receipts and that Alfa's next of kin sold and conveyed the land to him by deed in 1949. He also alleged that, in 1955, the owner ratified the sale of (as the deed stated) 1925 by the owner's auctioneer. There was no evidence of how the vendors to Alfa became the owner's agents, and the owner apparently knew nothing of those sales. In 1925, the owner sold the land to Akodu and conveyed the fee simple to him by deed; and in 1956 Akodu sold and conveyed the land by deed to the defendant. It was not until after 1955 that the plaintiff went into possession. The trial Judge decided that the defendant, who also took up possession in 1956, had the better title and therefore the right to possession, and dismissed the suit. The plaintiff appealed, arguing that the 1955 deed of ratification by the owner dated back to the sales in 1926 and 1927.

In order to consider whether this argument connote a valid ratification, the essential conditions which a ratification must meet in order to be considered valid, will be discussed as it relates to the facts of the case. Firstly, the act must be on behalf of the principal. To this effect, the agent must have claimed to act for a disclosed principal. In Folashade v Duroshola, the court held in this respect that "it did not appear that the persons who sold to Aminu Alfa sold as agents of or on behalf of the owner, so there could be no question of ratification of those sales." Secondly, ratification must take place within a reasonable time. In the case of Folashade v Duroshola, the lands were sold in 1926 and 1927, and the sale was ratified in 1955. This showed the lapse of what can be considered as a reasonable time. Thus, the court held that "a proper case of ratification is subject to the important qualification that ratification must be within a reasonable time after which an act cannot be ratified to the prejudice of a third party." Thirdly, the principal must have full capacity at both the time of contract and at the time of ratification. In Folashade v Duroshola, at the time of the purported ratification of the sale, Blaize was already devoid of the ownership of the land, and the ownership of the land was vested in Akodu. Thus, Blaize could not pass a good title to the plaintiff.

From the foregoing, it is clear that the argument of the plaintiff counsel on ratification is fallacious and it was wrong for him to have said that the ratification made in 1955 dated back to 1926 and 1927 when clearly, he ought to know that for a ratification to be valid, it has to be made within a reasonable time, and the periods between 1926 and 1955 cannot be said to be a reasonable time.

It was for these reasons that the argument was rejected by the court and the appeal, dismissed.

NB: This article is not a legal advice, and under no circumstance should you take it as such. All information provided are for general purpose only. For information, please contact chamanlawfirm@gmail.com

WRITTEN BY CHAMAN LAW FIRM TEAM

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