Short answer. Yes. Article 1317 of the Civil Code allows you to ratify an unauthorized contract, either expressly or impliedly, and that ratification makes it binding. The one condition is that the other contracting party must not have revoked the contract before your ratification reaches them.
What the law says
unless it is ratified, expressly or impliedly, by the person on whose behalf it has been executed, before it is revoked by the other contracting party
Civil Code, Article 1317 — Contracts in the Name of Another (Unauthorized). Read the full provision →
The baseline rule: no authority means no enforceable contract
Article 1317 starts with a clear premise: no one may contract in the name of another without authorization. If your agent exceeded his authority or had none at all, the contract he signed is unenforceable — not void, but unenforceable. The distinction matters. An unenforceable contract is not a nullity; it simply cannot be compelled until it is either authorized or ratified. That leaves the door open for you to decide whether to adopt the contract.
Ratification can be express or implied
You have two ways to ratify. Express ratification is a direct, deliberate statement — a written confirmation, a formal approval, or a clear oral declaration that you accept the contract your agent signed. Implied ratification is subtler: it happens through conduct. If you accept benefits under the contract, perform obligations it requires, or act in any way that is only consistent with the contract being yours, you may have impliedly ratified it even if you never said so explicitly. Courts look at the totality of your conduct.
The race-to-revoke condition
There is a time constraint built into the rule. Article 1317 says ratification must occur before the other contracting party revokes. This means the other party — who entered the contract expecting it to bind someone and now faces uncertainty about that — can withdraw. If they revoke before you ratify, the ratification option closes. Once they revoke, the contract is gone and you cannot unilaterally resurrect it by ratifying afterward. This creates real urgency: if you want to keep the contract, you need to act before the other side walks away.
Practical steps when you discover the unauthorized contract
When you learn that your agent overstepped, the first question is whether you actually want the contract to stand. If you do, communicate your ratification clearly and promptly — and keep a record of how and when you did so. If you do not want the contract, do nothing that could be read as acceptance, and be aware that the other party may seek remedies against your agent directly. If the other party contacts you demanding performance, legal advice early in the process will help you understand your exposure and your options.
Cases citing this provision
These Supreme Court decisions cite the provision above. We list them so you can read them yourself; the summaries of what each decided are not ours to give.
- Republic of the Philippines, Represented By the Regional Director of the Department of Education, Region II vs. Grelinda D. Espejo, et al, G.R. No. 225722, April 26, 2023 — read the decision on LawPhil →
- La Filipina Uy Gongco Corporation vs. Harbour Centre Port Terminal, Inc, G.R. No. 229490, March 1,2023 — read the decision on LawPhil →
- Guillerma S. Silva vs. Conchita S. Lo, G.R. No. 206667, June 23, 2021 — read the decision on LawPhil →
- San Miguel Foods, Inc. and James A. Vinoya vs. Ernesto Raoul V. Magtuto, G.R. No. 225007, July 24, 2019 — read the decision on LawPhil →