Question

Fred Hash worked for Van Stavern Construction Co. as a field supervisor in charge of constructing a new plant facility. Hash entered into a con­tract with Sutton’s Steel & Supply, Inc., to provide steel to the construction site in several installments. Hash gave the name of B. D. Van Stavern, the president and owner of the construction firm, instead of the firm name as the party for whom he was acting. The contract and the subsequent invoices all had B. D. Van Stavern’s name on them. Several loads were delivered by Sutton. All of the invoices were signed by Van Stavern employees, and corporate checks were made out to Sutton. When Sutton Steel later sued Van Stavern personally for unpaid debts totaling $40,437, it claimed that Van Stavern had ratified the acts of his employee, Hash, by allowing payment on previous invoices. Although Van Stavern had had no knowledge of the unauthorized arrangement, had he legally ratified the agreement by his silence? Discuss.

Answer 1

Answer:

Ratification by Principal One of the criteria for enactment is that all material truths involved in the transaction must be known to the Principal. Van Stavern was not aware of Hash's behaviour.

He did not realize that somehow the steel is being shipped under his name, and that the shipments were being billed him directly. Unlike liability through obvious authority, approval by the principal is a positive act by which he or she acknowledges the agent's illegal actions.

Just a principal would ratify; thus, Van Stavern was not directly imputed to information by the invoices and checks signed by Van Stavern's workers.

The court stated that the use of corporate checks was further proof that Van Stavern regarded the expenditures as business, not private. So Van Stavern could not be held personally liable.

Remember that on Sutton Steel that's not excessively harsh. Sutton understood it was working with a building company and did not seek to get the personal approval of the contract from Van Stavern.

Lawfully, Sutton's agreement in this case is called an unaccepted offer which can be withdrawn at any time.