N.C.P.I.—Civil 516.15

NOTE WELL: This charge should be used when the

evidence of agency or authority is lacking or if the jury

may resolve those issues against the plaintiff.

Ratification applies if (1) the alleged agent represented

[himself] [herself] to be acting for the principal

(whether or not the plaintiff was aware of the alleged

agent's lack of authority), and (2) the principal, having

knowledge of the facts, thereafter ratified the contract

negotiated by the alleged agent.

This (state number) issue reads:

"Did the defendant ratify the (describe transaction) entered into by

the plaintiff and (name agent)?"

[You will answer this issue only if you have answered (specify

issues and answers necessary to require an answer to this issue), thus

finding that (name agent) was not authorized to act as the defendant's

agent in (describe transaction) [on] [at] (specify date or time).]

When a person without authority, or with limited authority, purports

to act as an agent in doing an unauthorized act, the supposed principal,

upon discovery of the facts, may ratify the act of the agent and thus give

it the same effect as though it had been authorized.1

On this issue, the burden of proof is on the plaintiff. This means

that the plaintiff must prove by the greater weight of the evidence the

following three things:

First, that (name agent) purported to act, or represented [himself]

[herself] to be acting, as the agent of the defendant in (describe

transaction). (When an act is done by a person acting on [his] [her] own,

without representation or any suggestion that [he] [she] is acting as

agent of the alleged principal, then the law of ratification does not

apply.)2 (However, the fact that a person dealing with an agent knows at

the time that the agent does not have authority to bind the principal in

the matter does not prevent ratification of the agreement by the

principal.)3

Second, that after (specify transaction) the defendant knew (or

came to know) all the facts material to (describe transaction).4 (The

defendant was not required to make an investigation, or even a

reasonable inquiry, to become informed of such facts.5 However, if you

find that a person of ordinary intelligence would have inferred or deduced

the relevant facts, then you may find that the defendant had knowledge

of those facts.6)

And Third, that the defendant, having such knowledge, ratified the

transaction. "Ratification" means an unambiguous expression of an

intent to accept or be bound by the transaction. This expression may be

by word or deed (or even by silence), so long as it demonstrates an

intent to ratify the agreement.7 However, it is not necessary that the

principal actually intend to ratify the unauthorized transaction so long as

words or conduct reasonably tend to show an intention to ratify.8

(Furthermore, I instruct you that the principal, upon discovering the

relevant facts, may not ratify the transaction in part and reject it in part.9

An intent to accept the benefits of an agreement is, in law, sufficient

intent to ratify that agreement. (If the principal, by remaining silent,

intends to have the benefits should the unauthorized transaction

afterwards turn out to be profitable, then that silence amounts to

ratification. In such a case, the principal must reject the entire

agreement within a reasonable time after learning the facts, or be bound

by it.))10

So, finally, upon this (state number) issue, on which the plaintiff

has the burden of proof, if you find by the greater weight of the evidence

that, in (describe transaction), (name agent) purported to act as the

agent of the defendant, and that the defendant thereafter had knowledge

of all facts material to (describe transaction), and having such knowledge

ratified the agreement by word or deed (or by silence), then it would be

your duty to answer this issue "Yes" in favor of the plaintiff.

If, on the other hand, you fail to so find, then it would be your duty

to answer this issue "No" in favor of the defendant.