An employer’s ratification of an employee’s acts A principle’s ratification of an agent’s acts or conduct

CACI  3710. Ratification

[Name of plaintiff] claims that [name of defendant] is responsible for the harm caused by [name of agent]’s conduct because [he/ she/it] approved that conduct after it occurred. If you find that [name of agent] harmed [name of plaintiff], you must decide whether [name of defendant] approved that conduct. To establish [his/her] claim, [name of plaintiff] must prove all of the following:

1. That [name of agent] intended to act on behalf of [name of defendant];

2. That [name of defendant] learned of [name of agent]’s conduct after it occurred; and

3. That [name of defendant] approved [name of agent]’s conduct.

Approval can be shown through words, or it can be inferred from a person’s conduct. [Approval can be inferred if a person voluntarily keeps the benefits of [his/her/its] [representative/ employee]’s unauthorized conduct after [he/she/it] learns of the unauthorized conduct.]

“An agency may be created, and an authority may be conferred, by a . . . subsequent ratification.” (Civ. Code  sec. 2307.) “A ratification can be made . . . by accepting or retaining the benefit of the act, with notice thereof.” (Civ. Code  sec. 2310.) “Ratification of part of an indivisible transaction is a ratification of the whole.” (Civ. Code  sec. 2311.) “A principal is responsible for . . . wrongs committed by his agent [if] . . . he has . . . ratified them . . . .” (Civ. Code sec. 2339.)

The concept of ratification is more commonly associated with contract law than tort law. Nevertheless, “[r]atification has, in fact, been a basis for imputed tort liability under the common law for centuries.” (Kraus, Ratification of Torts: An Overview and Critique of the Traditional Doctrine and Its Recent Extension to Claims of Workplace Harassment (1997) 32 Tort & Ins. L.J. 807.)

“Ratification is the voluntary election by a person to adopt in some manner as his own an act which was purportedly done on his behalf by another person, the effect of which, as to some or all persons, is to treat the act as if originally authorized by him. A purported agent’s act may be adopted expressly or it may be adopted by implication based on conduct of the purported principal from which an intention to consent to or adopt the act may be fairly inferred, including conduct which is ‘inconsistent with any reasonable intention on his part, other than that he intended approving and adopting it.’ ” (Rakestraw v. Rodrigues (1972) 8 Cal.3d 67, 73 [104 Cal.Rptr. 57, 500 P.2d 1401].)

“A principal is liable when it ratifies an originally unauthorized tort. The failure to discharge an agent or employee may be evidence of ratification. As noted in McChristian v. Popkin (1946) 75 Cal.App.2d 249, 256 [171 P.2d 85], ‘If the employer, after knowledge of or opportunity to learn of the agent’s misconduct, continues the wrongdoer in service, the employer may become an abettor and may make himself liable in punitive damages.’ ” [emphasis added] (Murillo v. Rite Stuff Foods, Inc. (1998) 65 Cal.App.4th 833, 852 [77 Cal.Rptr.2d 12].)   Raitificvation of the tortious conduct may be proved by circumstantial as well as direct evidence and anything which convincingly shows intention of principal to adopt or approve the act in question is sufficient. (Greenfield v. Spectrum Inv. Corp.. (1985) 174 Cal.App.3d 111, 114)

Under other principles of law, a principal may be directly liable for authorizing or directing an agent’s wrongful acts. (See 2 Witkin, Summary of Cal. Law (9th ed. 1987) Agency and Employment, 113, p. 107.)

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