To ratify means to approve or enact a legally binding act that would not otherwise be binding in the absence of such approval.
In theconstitutionalcontext, nations may ratify anamendmentto an existing or adoption of a new constitution. In the United States,Article VIIof 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 toratify the Constitution, making it effective. The federal and state governments can alsoamendthe Constitution, andArticle Vlays out how the federal and state governments can ratify amendments to the Constitution. The first amendments to the Constitution were theBill of Rights, ratified in1791. The concept of ratifying constitutions and constitutional amendments is not limited to the federal government, however. For example, in 1879, the state of Californiaratified a new Constitutionto replace the original Constitution of 1849.
In thecorporate governancecontext, ratification refers to the post facto approval of adirector’sorofficer’sactions that fell outside their authority by the group with the power tovoidsuch actions. For example, theCalifornia Corporations Code § 310allows theboard of directorsto ratify the entering of a potentially conflicted transaction by an officer or director which might otherwise violate the officer’s or director’sduty of loyaltyto the corporation.
In the context ofcontract law, a person ratifies acontractwhen theyacceptthebenefit, 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 inBi-County Prop.s v. Wamplerstated 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 they reach theage of majority, or may refuse to honor the contract without obligation. The Supreme Court of Georgia inYancey v. O’Kelleyemphasized 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 theemploymentcontext, if anemployerratifies the unauthorized acts of anemployee, those actions bind the employer. Rank-and-file union members also ratify their labor union’scollective bargaining agreement(CBA). InGranite Rock Co. v. Int’l Broth. of Teamsters,the Supreme Court held that 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.
[Last updated in August of 2023 by the Wex Definitions Team]
