I. Statutory Frame: Sections 196–200
Section 199 does not operate alone. It sits inside a five-section scheme in the Indian Contract Act, 1872, that together governs when an unauthorised act can be adopted after the fact and what adoption costs the person who adopts it.
Section 196 permits ratification only where the act was done, or professedly done, on behalf of the principal. Keighley, Maxsted & Co. v. Durant, [1901] AC 240, remains the classic authority for the corollary: an undisclosed principal—one on whose behalf the agent did not profess to act at the time of contracting—cannot ratify at all, however willing he later is to adopt the bargain.
Section 197 allows ratification to be express or implied from conduct.
Section 198 requires knowledge of all material facts. Premila Devi v. Peoples Bank of Northern India Ltd., AIR 1938 PC 284; (1939) 41 Bom LR 147, is the governing Privy Council authority: there can be no ratification without an intention to ratify, and no intention to ratify an irregular act without knowledge of its irregularity. The Allahabad High Court applied the same requirement in Lakshmi Ratan Cotton Mills Co. Ltd. v. J.K. Jute Mills Co. Ltd., AIR 1957 All 311, holding that ratification binds the principal only where it is made with full and complete knowledge of the material facts connected with the transaction.
Section 199 — The Focus of This Treatise
Section 199 — the focus of this treatise — makes ratification indivisible: adopting an unauthorised act adopts the whole transaction of which it formed a part, not merely the favourable incidents.
Section 200 — Protection of Third-Party Rights
Section 200 protects third-party rights that have already accrued before ratification, so ratification cannot be used retroactively to defeat vested rights.
II. The Core Rule: Indivisibility Under Section 199
Section 199 is deliberately uncompromising. A person who ratifies an unauthorised act ratifies the entire transaction of which that act formed a part — he cannot accept the benefit while disowning the burden. Indian courts have generally explained this through two related equitable ideas: cum onere (the burden travels with the benefit) and the doctrine of election, of which approbate-and-reprobate is a species. The Supreme Court’s own approbate-and-reprobate jurisprudence is in fact the doctrinal backbone Section 199 draws upon in practice.
A. The Approbate-and-Reprobate Line
The leading modern statement is R.N. Gosain v. Yashpal Dhir (1992) 4 SCC 683 (also reported at AIR 1993 SC 352). The Supreme Court held that the law does not permit a person to both approbate and reprobate, a principle it traced to the doctrine of election: no party can accept and reject the same instrument, and a person cannot treat a transaction as valid to obtain an advantage and then treat it as void to secure a different advantage. The Court expressly adopted the English formulation in Verschures Creameries Ltd. v. Hull and Netherlands Steamship Co. Ltd., (1921) 2 KB 608, per Scrutton, L.J.
A party to an instrument or transaction cannot take advantage of one part of it and reject the rest; the same principle underlies the maxim qui approbat non reprobat.
—as applied in R.N. Gosain v. Yashpal Dhir, (1992) 4 SCC 683, drawing on Verschures Creameries v. Hull & Netherlands S.S. Co., (1921) 2 KB 608
Two further Supreme Court decisions round out this line and are useful companion citations wherever Section 199 is pleaded: CIT v. V.MR.P. Firm, Muar, AIR 1965 SC 1216, confirms that the approbate-and-reprobate doctrine is a species of estoppel and, like estoppel generally, cannot override an express statutory provision — a caution worth pleading where the opposite side tries to use ratification to cure a statutory bar rather than a mere procedural irregularity. Maharashtra SRTC v. Balwant Regular Motor Service, AIR 1969 SC 329, is authority for the related proposition that a party who has complied with an order and derived benefit from it cannot afterward challenge it on any ground.
B. Practical Effect
Read together, Sections 196–200 and the approbate-and-reprobate line yield a single operative rule for drafting and argument: once ratification is shown to be informed (Section 198, Premila Devi, Lakshmi Ratan Cotton Mills), voluntary, and directed at an act professedly done on the principal’s behalf (Section 196, Keighley Maxsted), the principal is bound to the whole transaction — representations, obligations, warranties, and liabilities alike — subject only to Section 200’s protection of intervening third-party rights and to any independent rule of law, such as a mandatory constitutional or statutory formality, that makes the underlying transaction incapable of ratification at all (Part IV, below).
III. Retrospective Ratification: The Relation-Back Doctrine
A ratified act is treated as valid from the date of the original unauthorised act, not merely from the date of ratification. This relation-back principle is well settled and has just received a fresh, directly on-point restatement from the Supreme Court.
A. Established Authority
Firm Khetu Ram Bashamber Dass v. Kashmiri Lal Rattan Lal (Punjab-Haryana High Court, 29 May 1959) held that where a partner refers a dispute to arbitration without authority, the other partners’ conduct — keeping accounts of arbitration expenses without objection — can amount to ratification, express or implied, of that unauthorised reference. Parmeshwari Prasad Gupta v. Union of India, (1973) 2 SCC 543; AIR 1973 SC 2389, is the leading Supreme Court authority: a company’s Board of Directors ratified, at a validly convened meeting, the Chairman’s earlier unauthorised termination of an employee’s services. The Court held that ratification always relates back to the date of the act ratified, so the termination stood good from its original date.
B. New Authority: Delhi Technological University v. B.S. Rawat (2026)
The Supreme Court has now restated and considerably sharpened these principles in Delhi Technological University v. B.S. Rawat, 2026 INSC 797; Civil Appeal No. 9308 of 2024 and connected matters, decided on 4 August 2026 by a Bench of Pamidighantam Sri Narasimha and Alok Aradhe, JJ. — after the earlier draft of this treatise was prepared, and squarely on the retrospective-ratification question.
The respondent employee had resigned from Delhi Technological University; his resignation was accepted by an officer holding only additional charge of Vice-Chancellor, and the University’s Board of Management later ratified that acceptance. The employee, having taken the benefit of an accelerated relieving date and used his experience certificate to secure fresh employment elsewhere, then sought to withdraw the resignation on the ground that the original acceptance was by an incompetent authority. The Court held that the Board’s ratification related back to the date of the original acceptance, so that, in point of law, there was no resignation left in existence for the employee to withdraw by the time he attempted to do so. The judgment traces the doctrine to the maxim omnis ratihabitio retrotrahitur et mandato priori aequiparatur and — notably for practitioners pleading Section 199 — expressly treats curative ratification by a competent authority as an independent ground from, though frequently reinforced by, the separate doctrine of approbation and reprobation discussed in Part II above.
Practice Point
B.S. Rawat is presently the strongest and most current citation available for the proposition that ratification by a competent authority cures a defect of competence in the original act and relates back to it — a fact pattern that recurs constantly in service-law, company-resolution, and government-sanction disputes.
IV. Constitutional and Statutory Limits: What Section 199 Cannot Cure
Section 199 governs transactions that are capable of ratification. It has no application where an independent, mandatory rule of law renders the underlying transaction void ab initio — ratification cannot resurrect what the Constitution or a mandatory statute has already declared incapable of validation.
Mulamchand v. State of Madhya Pradesh, AIR 1968 SC 1218, is the governing authority. A government contract that does not comply with Article 299(1) of the Constitution is void; because the constitutional requirement exists for the protection of the general public and not as a matter of mere form, it cannot be waived or dispensed with by estoppel or ratification. Any remedy available to the party who has performed under the void contract lies only in restitution under Section 70 of the Contract Act, not in enforcement of the contract itself.
The correct companion citation for the same proposition — and one on which the earlier draft’s citation requires correction — is K.P. Chowdhry v. State of Madhya Pradesh, AIR 1967 SC 203, which holds that a contract failing to comply with Article 299(1) is no contract at all and cannot be enforced by either party.
V. Citation Table
| Authority | Citation | Principle / Application |
|---|---|---|
| Keighley, Maxsted & Co. v. Durant | [1901] AC 240 | Governs Section 196’s profession-of-agency requirement; undisclosed principal cannot ratify. |
| Premila Devi v. Peoples Bank of Northern India Ltd. | AIR 1938 PC 284; (1939) 41 Bom LR 147 | |
| Lakshmi Ratan Cotton Mills Co. Ltd. v. J.K. Jute Mills Co. Ltd. | AIR 1957 All 311 (Allahabad HC). | Applies Premila Devi’s knowledge requirement; |
| Firm Khetu Ram Bashamber Dass v. Kashmiri Lal Rattan Lal | Punjab-Haryana HC, 29 May 1959 | (ratification by acquiescence of partner’s unauthorised arbitration reference). |
| Parmeshwari Prasad Gupta v. Union of India | (1973) 2 SCC 543; AIR 1973 SC 2389 | (SC). Leading authority for relation-back of Board ratification. |
| Delhi Technological University v. B.S. Rawat | 2026 INSC 797; C.A. No. 9308/2024 (4 Aug 2026) | Directly on point; restates relation-back and distinguishes it from approbate-reprobate. |
| R.N. Gosain v. Yashpal Dhir | (1992) 4 SCC 683; AIR 1993 SC 352 (SC). | Leading approbate-and-reprobate authority; supplies doctrinal spine for Section 199’s indivisibility rule. |
| CIT v. V.MR.P. Firm, Muar | AIR 1965 SC 1216 (SC). | Approbate-reprobate is a species of estoppel; it cannot override statute. |
| Maharashtra SRTC v. Balwant Regular Motor Service | AIR 1969 SC 329 (SC). | A party who accepted the benefit of an order cannot later challenge it. |
| Verschures Creameries Ltd. v. Hull and Netherlands S.S. Co. Ltd. | (1921) 2 KB 608 | Source formulation adopted by SC in R.N. Gosain. |
| Mulamchand v. State of Madhya Pradesh | AIR 1968 SC 1218 (SC). | Article 299(1) contracts cannot be validated by ratification or estoppel. |
| K.P. Chowdhry v. State of Madhya Pradesh | AIR 1967 SC 203 |
VI. Practitioner’s Checklist — Pleading Section 199
- ☐ Confirm the original act was done, or professedly done, on behalf of the principal (Section 196; Keighley Maxsted). An undisclosed-principal fact pattern cannot be cured by later willingness to adopt.
- ☐ Establish that ratification, if implied, is supported by conduct showing full knowledge of the material facts (Section 198; Premila Devi; Lakshmi Ratan Cotton Mills).
- ☐ Plead Section 199 for indivisibility, and reinforce it with the approbate-and-reprobate line (R.N. Gosain; CIT v. Muar; Maharashtra SRTC v. Balwant) wherever the opposing party is trying to retain a benefit while disowning a burden from the same transaction.
- ☐ Where the point concerns curing a defect of authority or competence rather than mere selectivity, plead relation-back separately, citing Parmeshwari Prasad Gupta and—as the current leading authority—Delhi Technological University v. B.S. Rawat (2026).
- ☐ Check Section 200 for intervening third-party rights before relying on ratification to bind anyone beyond the principal and the immediate counterparty.
- ☐ Before pleading a government or statutory-body contract, verify compliance with Article 299(1) or the equivalent statutory formality; if it is absent, do not plead ratification or estoppel at all — plead restitution under Section 70 instead (Mulamchand; K.P. Chowdhry).
Written By: Inder Chand Jain
Ph no: 8279945021, Email: [email protected]
