Corporations act only through human agents. In King v. McGuff in 1950, the Texas Supreme Court adopted Section 909 of the Restatement of Torts. Section 909 bars an employer’s liability for an employee’s grossly negligent act, unless: 1) the employer authorized the manner and the doing of the act, 2) the employee was unfit and the employer was reckless in employing him, 3) the employee was employed as a vice principal or in a managerial capacity and was acting in the scope of his employment, or 4) the employer ratified and approved the employee’s act. Comparably few Texas appellate courts address ratification in tort cases, but courts analyzing the issue have held ratification may occur when the employer or its vice principal confirms, adopts or fails to repudiate the employee’s acts.

The Restatement (Third) of Agency states that a principal ratifies the acts of an agent and is bound by the legal effects of the agent’s action by “manifesting assent that the act shall affect the person’s legal relations” or by “conduct that justifies a reasonable assumption that the person so consents.” A comment to the Restatement offers this insight:

It is a question of fact whether conduct is sufficient to indicate consent. Conduct that can otherwise be explained may not effect ratification. For example, a principal’s failure to terminate or reprimand an employee by itself is not likely to ratify the employee’s unauthorized action because the employer may have had varied reasons for failing to take action adverse to an employee. On the other hand, if the employer is aware of ongoing conduct encompassing numerous acts by the employee, failure to terminate may constitute ratification, as in some circumstances may the promotion or celebration of such an employee.

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