Fla. Std. Jury Instr. (Contract & Bus.) 416.36

(Defendant) has raised the defense of ratification. To establish this defense, (defendant) must prove all of the following:

1. (Defendant) performed [an act] [a transaction] which breached the contract;

2. (Claimant) knew of the [act] [transaction];

3. (Claimant) knew that [he] [she] [it] could reject the contract because of the [act] [transaction]; and

4. (Claimant) [accepted the [act] [transaction]] [expressed [his] [her] [its] intention to accept the [act] [transaction]].

SOURCES AND AUTHORITIES FOR 416.36

1. “An agreement is deemed ratified where the principal has full knowledge of all material facts and circumstances relating to the unauthorized act or transaction at the time of the ratification. An affirmative showing of the principal’s intent to ratify the act in question is required.” Frankenmuth Mut. Ins. Co. v. Magaha, 769 So.2d 1012, 1022 (Fla. 2000) (citations omitted).

2. “[W]here a party seeking rescission has discovered grounds for rescinding an agreement and either remains silent when he should speak or in any manner recognizes the contract as binding upon him, ratifies or accepts the benefits thereof, he will be held to have waived his right to rescind.” AVVA-BC, LLC v. Amiel, 25 So.3d 7, 11 (Fla. 3d DCA 2009) (citation and internal quotations omitted).