Ratification after Litigation?

In Asidokona Mining Resources Pte Ltd & Anor v Alternative Advisors Investments Pte Ltd [2023] SGHC(A) 6, the Appellate Division of the High Court allowed an appeal in a case that raised “several difficult questions”. The Appellate Division considered the law as to when a principal may ratify a contract purportedly entered on its behalf. The three important issues considered by the Court were:

• Can a principal ratify a contract (in this case, a loan agreement) when the alleged agent did not even purport to act on behalf of the principal?

• Can the principal ratify when it cannot show that it has performed the contract (in this case, a loan disbursement)?

•  Where legal action has been commenced on a contract that has not yet been ratified, can ratification thereafter retrospectively remedy the cause of action and so provide legal basis for the action (the “Post-Action Ratification Issue”)?

The Appellate Division answered all these three issues in the negative. The Post-Action Ratification Issue was an especially difficult question of law analysed by the Court. Ultimately, it accepted the appellants’ (principal’s) case on that issue and atypically endorsed a proposition of law derived from an American case.

Gregory Vijayendran SC, assisted by Lester Chua, Tomoyuki Ban, and Kevin Wong from Rajah & Tann Singapore LLP, was instructed Counsel for the successful appellant in the appeal.