AGENCY RATIFICATION & ESTOPPEL Prepare By: Nurhima Hassan Nur Hafizah Asysyuarah Tuah Zulpadhli Saludin Vishnovartan A/L Pulainthran 1. AGENCY BY RATIFICATION “The safety of the people shall be the highest law.” -Marcus Tullius Cicero 2 3 DEFINITION OF RATIFICATION 4 1. Ratification is the act of verifying an act that was originally unauthorized. ◈ Section 149, Contracts Act 1950 Agency By Ratification Occurs When: 5 1. A person misrepresents himself/herself as another’s agent when in fact he/she is not ; or acts of the agent committed outside the scope of his authority. 2. The purported principal ratifies or accepts the unauthorized act expressly or impliedly. ◈ The principal is bound to perform and the agent is relieved of any liability for misrepresentation. ◈ Case: Keighley Maxted and Co. v Durant Keighley Maxted & Co. v Durant Facts : An agent, Roberts was authorized by the appellants to buy wheat at a certain price. The agent exceeded his authority and bought at a price higher than authorized and in his own name but intending it for Keighley. Keighley agreed to take the wheat at that price but failed to take delivery. Court Decision: The House of Lords held that Keighley was not liable to Durant, as he could not be held to have ratified Roberts’ contract, since Roberts at the time of the contract DID NOT progress to act as agent. 6 Ratification Of Contract Can Only Be Done Under The Following Conditions: 7 2. 1. Section 149 The act done shall be unlawful, which is out of the power of the agent or such act above; ◈ Section 188; or act done is committed by someone pretending to be an agent. Unauthorized The act or contract must be unauthorized. 3. Recognized By Law The unauthorized act must be one which is recognized by law, if the act is against the law, the ratification will cease to exist. 4. Act As Agent For The Principals. The agent must, at the time of the contract, expressly act as agent for the principals. ◈ Section 149,CA 1950. ◈ He must not allow the third party to think that he is the principal. ◈ Case: S.R.M Meyappa Chettiar v Lim Lian Koo. Ratification of contract can only be done under the following conditions: 8 5. 6. Section 153 & Illustration. The ratification must not injure a third party, that is, it must not subject the third party to damages or terminate his right or interest. Section 151. The principal must, at the time of ratification, have full knowledge of all material facts, unless it can be shown that he intends to ratify the contract whatever the facts may be, and assume responsibility for them. 7. Agent Must Have A Principal. The agent must have a principal, who is in actual existence or capable of being ascertained, when the contract is made. ◈ No one can ratify contract if he is not party competent contract at the date the contract. a a to of ◈ Case : Kelner v Baxter RATIFICATION EFFECTS : The act originally invalid is valid and the principal is responsible for it. The ratification in force not at the date of ratification, but on the date the unauthorized act is made. Ratification ratified the whole contract. (Section 151) 9 Ratification must be made in reasonable time (Less than 1 month). 2. AGENCY BY ESTOPPEL “The safety of the people shall be the highest law.” -Marcus Tullius Cicero 10 11 DEFINITION OF ESTOPPEL 12 1. Estoppel adalah prinsip undang-undang yang menghalang seseorang daripada menyatakan fakta yang bertentangan dengan tuntutan atau tindakan terdahulu. 2. Dengan kata lain, estoppel menghalang seseorang daripada menafikan tuntutan yang dibuat atau perbuatan yang dilakukan oleh orang itu sebelum ini. AGENCY BY ESTOPPEL 13 1. Umumnya, seorang prinsipal tidak akan terikat dengan perbuatan yang dikuatkuasakan oleh ejen bagi pihaknya tanpa kebenarannya dahulu. 2. Walaubagaimana pun, sekiranya prinsipal melalui katakata atau kelakuannya membuatkan pihak ketiga mempercayai bahawa ejen itu adalah ejennya yang sebenar dan pihak ketiga mempercayainya sehingga merugikan pihak ketiga, maka prinsipal tadi tersekat atau dihalang daripada menafikan tentang kewujudan kuasa agen itu. Freeman & Lockyer V Buckhurst Park Properties Ltd Facts : Terdapat 4 orang pengarah dalam sebuah syarikat. Salah seorang daripada pengarah, iaitu A, telah membuat kontrak bagi pihak syarikat dengan T (pihak ketiga) sedangkan A tiada kuasa untuk berbuat demikian. Pengarah-pengarah lain yang mengetahui hal tersebut tidak pula memberitahu kepada T tentang hal sebenar ataupun menghalang kontrak itu daripada dibuat. Ini membuatkan T terdorong untuk mempercayai A memang diberi kuasa untuk berkontrak dengannya. Court Decision: Syarikat tersebut disekat atau dihalang daripada menafikan bahawa A adalah agen syarikat dan tidak mempunyai kuasa untuk membuat kontrak itu. 14 THANK YOU 15 S.R.M Meyappa Chettiar v Lim Lian Koo Facts : PC, the attorney of SC, entered into an agreement with the respondent under which the PC handed over to the respondent a piece of land belonging to his principal in consideration of RM 7,000/- and agreed ‘ upon the return of normal conditions, the vendor shall obtain a special power of attorney from the said SC now in India and execute the true and lawful transfer of the said land at the purchaser’s own expenses’. He further agreed that if he was unable to obtain the necessary power from his principal the RM7,000/- will be return to the respondent. At the trial, the learned judge held that the agreement had been satisfied by SC and therefore dismissed a claim for recovery of possession of the land. Court Decision: The Court of Appeal held that the terms of the agreement showed that PC was acting in his personal capacity and therefore the principal of ratification could not apply to the agreement. 16 Kelner v Baxter Facts : A contract to buy a hotel made by an agent on behalf of a company which was about to be formed, could not be ratified by the company since it did not exist at the time. Court Decision: The agent was therefore held liable for the contract unless the third party agreed to release him. 17 Section 149 Contracts Act 1950 “if an authorized act forms a part of a transaction which includes an authorized act, a person on ratifying the unauthorized act ratifies the whole transaction.” ◈ It also operates retrospectively. 18 Section 188, Contracts Act 1950 “A person untruly representing himself to be the authorized agent of another, and thereby inducing a third person to deal with him as such agent, is liable, if his alleged employer does not ratify his acts, to make compensation to the other in respect of any loss or damage which he has incurred by so dealing.” 19 Section 151, Contracts Act 1950 “No valid ratification can be made by a person whose knowledge of the facts of the case is materially defective.” ◈ This section deals with knowledge requisite to Bali valid ratification. 20 Section 153 Illustrations “An act done by one person on behalf of another, without that other person’s authority, which, if done with authority, would have the effect of subjecting a third person to damages, or of terminating any right or interest of a third person, cannot, by ratification, be made to have that effect.” (a) A, not being authorized thereto by B, demands on behalf of B, the delivery of a chattel, the property of B, from C, who is in possession of it. This demand cannot be ratified by B, so as to make C liable for damages for his refusal to deliver. (b) A holds a lease from B, terminable on three month’s notice. C, an unauthorized person, gives notice of termination to A. The notice cannot be ratified by B, so as to be binding on A. 21