If you've ever asked, "what is ratification in law," it's the process of agreeing to or confirming a specific legal action.


Any action that a business takes must be handled by an individual with the authority to make decisions on the company's behalf. This might be a member of the board of directors, the company owner, or someone else with authority, such as a chief executive officer or president. When an individual agrees to or confirms the action being taken by the business, this is referred to as "ratification" in law. Ratification can happen in a number of situations, but its legality is determined by the circumstances and facts around the event or action being taken.

Ratification of a contract is required when a contract can legally be voided, but the parties involved decide to execute the contract instead. For example, if an individual signed a contract to purchase a vehicle but that person was only 16 years old, the contract could be voided legally because a contract can only be signed by people ages 18 years and older. Upon reaching the legal age to sign a contract, the individual could ratify the contract and honor the vehicle purchase. 

Small business owners may have to ratify contracts that may have been signed by individuals who weren't authorized to take legal action on behalf of the company. 

If a person communicates to another person, either in action or words, the first individual approves of and accepts the other individual's conduct. This is known as an "agreement to adopt" an act. A contract ratification can either be implied or expressed. If a contract is expressed, it must include direct terms of assent, while an implied contract typically is based on implied laws. For example, if James purchases something for Peter, Peter can receive the item and apply it for his own use.

When a contract is ratified, the person signing accepts the advantages and disadvantages of the agreement. One general rule of contract law is that the principal can choose whether they wish to adopt the unauthorized action, such as signing a contract, or not adopt it. 

However, once the action has been ratified, the individual can no longer recall or revoke that action, as long as they had full knowledge of all the circumstances. By ratifying the action, the person signing becomes legally bound as though they had been the one to authorize the action in the first place.

Ratifying a legal contract is retroactively enforced, binding the person who ratified it to the original contract date, not just the date it was ratified. This rule is in accordance with the maxim “omnis ratihabitio mandato aeguiparatur.” By ratifying under this rule, the unauthorized agent will no longer be responsible for any terms outlined in the contract. However, if ratification doesn't take place, the person who signed could be liable for the terms.

Some legal rules, such as the legal age to sign a contract, apply. An infant would not be liable for any signed contracts, but upon reaching the legal age, that person could choose to ratify the contracts signed by an express or actual declaration. If this happens, the individual would be then legally bound to all terms outlined in the contract.

In order to be recognized in a legal sense, a ratification must be:

  • Intelligent
  • Voluntary
  • Deliberate

The individual ratifying the contract must also know that failure to ratify would eliminate the requirements and agreements outlined in the contract.

After ratifying or confirming a contract, the infant from the previous example may have implied responsibilities based on actions after coming of age. However, if a contract was rescinded instead of ratified, someone else could be responsible for the contract, especially if it wasn't signed legally. After reaching the legal age, the infant could confirm the contract through ratification and take advantage of any benefits outlined in its terms. 

Under Article II of the Constitution of the United States, the President holds the power to make treaties, although this requires the advice and consent of two-thirds of the members of the Senate. A treaty is only valid and binding to the nation if two-thirds of the Senate ratifies it unless terms of propriety or expediency have been otherwise discussed. 

If you need help understanding what ratification in law is, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.