1. Acuna entered into a contract with Batac Producers to advance them 20,000 pesos for tobacco planting and drying in exchange for being their Manila representative.
2. Batac's Board of Directors authorized the manager to enter into the agreement but later disapproved the contract, claiming it was not ratified by the Board.
3. Acuna alleges the contract was impliedly ratified as he performed his obligations with the full knowledge and consent of the Board members, and the corporation accepted the benefits of the 20,000 peso advance and Acuna's services. The court found the complaint contained sufficient allegations to indicate approval or ratification of the contract.
1. Acuna entered into a contract with Batac Producers to advance them 20,000 pesos for tobacco planting and drying in exchange for being their Manila representative.
2. Batac's Board of Directors authorized the manager to enter into the agreement but later disapproved the contract, claiming it was not ratified by the Board.
3. Acuna alleges the contract was impliedly ratified as he performed his obligations with the full knowledge and consent of the Board members, and the corporation accepted the benefits of the 20,000 peso advance and Acuna's services. The court found the complaint contained sufficient allegations to indicate approval or ratification of the contract.
1. Acuna entered into a contract with Batac Producers to advance them 20,000 pesos for tobacco planting and drying in exchange for being their Manila representative.
2. Batac's Board of Directors authorized the manager to enter into the agreement but later disapproved the contract, claiming it was not ratified by the Board.
3. Acuna alleges the contract was impliedly ratified as he performed his obligations with the full knowledge and consent of the Board members, and the corporation accepted the benefits of the 20,000 peso advance and Acuna's services. The court found the complaint contained sufficient allegations to indicate approval or ratification of the contract.
1. Acuna entered into a contract with Batac Producers to advance them 20,000 pesos for tobacco planting and drying in exchange for being their Manila representative.
2. Batac's Board of Directors authorized the manager to enter into the agreement but later disapproved the contract, claiming it was not ratified by the Board.
3. Acuna alleges the contract was impliedly ratified as he performed his obligations with the full knowledge and consent of the Board members, and the corporation accepted the benefits of the 20,000 peso advance and Acuna's services. The court found the complaint contained sufficient allegations to indicate approval or ratification of the contract.
ACUNA
VS
BATAC
PRODUCERS
averments:
that
on
May
9th
the
plaintiff
met
with
each
and
all
of
the
individual
defendants
(who
constituted
the
entire
FACTS:
Board
of
Directors)
and
discussed
with
them
extensively
the
tentative
agreement
and
he
was
made
to
understand
that
it
1. Acuna
entered
into
a
contract
with
Batac
wherein
he
agreed
was
acceptable
to
them,
except
as
to
plaintiff's
to
advance
P20,000.00
to
the
company
for
its
tobacco
remuneration;
that
it
was
finally
agreed
between
plaintiff
planting
and
drying,
provided
that
he
shall
be
assigned
as
and
all
said
Directors
that
his
remuneration
would
be
P0.30
the
company’s
representative
in
Manila
and
supervise
the
per
kilo
(of
tobacco);
and
that
after
the
agreement
was
transport
and
delivery
of
the
goods
in
the
said
place.
formally
executed
he
was
assured
by
said
Directors
that
2. Batac’s
Board
of
Directors
are
amenable
with
the
idea
and
there
would
be
no
need
of
formal
approval
by
the
Board.
It
thereafter
issued
a
resolution
authorizing
Manager
Leon
should
be
noted
in
this
connection
that
although
the
Verano
to
enter
into
the
agreement
on
behalf
of
the
contract
required
such
approval
it
did
not
specify
just
in
corporation.
what
manner
the
same
should
be
given.
3. The
necessary
contract
between
Acuna
and
Verano
was
entered
into
with
SOME
of
the
Board
of
Directors
acting
as
• On
the
question
of
ratification
the
complaint
alleges
that
witnesses.
Acuna
then
inquired
if
the
contract
needs
to
be
plaintiff
delivered
to
the
defendant
corporation
the
sum
of
ratified
by
the
Board
in
which
the
counsel
for
Batac
P20,000.00
as
called
for
in
the
contract;
that
he
rendered
answered
in
the
negative.
the
services
he
was
required
to
do;
that
he
furnished
said
4.
Acuna
thereafter
proceeded
to
perform
his
part
of
the
defendant
3,000
sacks
at
a
cost
of
P6,000.00
and
advanced
contract
including
the
advancement
of
the
amount
to
it
the
further
sum
of
P5,000.00;
and
that
he
did
all
of
promised
which
was
accepted
by
Batac.
these
things
with
the
full
knowledge,
acquiescence
and
5. Batac’s
Board
of
Directors
however
disapproved
the
consent
of
each
and
all
of
the
individual
defendants
who
contract.
Acuna
insisted
on
its
performance
but
the
constitute
the
Board
of
Directors
of
the
defendant
corporation
refused
stating
that
the
contract
is
not
binding
corporation.
There
is
abundant
authority
in
support
of
the
for
the
reason
that
it
was
not
ratified
by
the
board.
proposition
that
ratification
may
be
express
or
implied,
and
that
implied
ratification
may
take
diverse
forms,
such
as
by
silence
or
acquiescence;
by
acts
showing
approval
or
• ISSUE:
WON
the
contract
between
Acuna
and
Verano
is
adoption
of
the
contract;
or
by
acceptance
and
retention
of
binding
with
the
corporation?
[Yes,
the
contract
is
binding
benefits
flowing
therefrom.
because
it
was
impliedly
ratified
by
Batac.]
RULING:
• A
perusal
of
the
complaint
reveals
that
it
contains
sufficient
allegations
indicating
such
approval
or
at
least
subsequent
ratification.
On
the
first
point
we
note
the
following
Unlawful Practice of Law Receiver Kevin Singer San Francisco Superior Court - Receivership Specialists - Jayne Kim State Bar of California Chief Trial Counsel - Kamala Harris California Attorney General - California State Bar
