Home  /  Indian Contract Act  /  Section 199

Section 199: Effect of ratifying unauthorized act forming part of a transaction

Indian Contract Act • Official Statutory Text & Practice Guide

Statutory Regulation
Legal Standard
Competent Court / Tribunal
Act 1872
Section 198 All 266 Sections of Indian Contract Act Section 200

Legal Commentary & Landmark Judgments: Section 199

Section 199 codifies the rule of indivisibility of ratification, providing that a person who ratifies any unauthorized act forming part of an indivisible transaction ratifies the whole of the transaction, codifying the doctrine that one cannot approbate and reprobate.

  • Integration of Transaction: The unauthorized act forms an integral part of a single, indivisible composite commercial transaction comprising both rights and obligations.
  • Prohibition of Selective Ratification (Qui Approbat Non Reprobat): The principal is legally prohibited from adopting favorable aspects of a deal (such as receiving purchase money) while repudiating burdensome commitments (such as warranties or payment terms).
  • All-or-Nothing Legal Effect: Ratification of any single unauthorized element automatically and irrevocably adopts all associated terms, covenants, and liabilities of the entire transaction.
Key Landmark Precedents:
  • Ramaseshayya v. Myneni Veerayya AIR 1930 Mad 704: The Madras High Court held that a party cannot ratify an unauthorized mortgage so far as it yields funds, and repudiate the covenants for interest and repayment; ratification of part binds the principal to the entire transaction under Section 199.
  • Bristow v. Whitmore (1861) 9 HLC 391: The House of Lords established that a principal who adopts a contract entered into by an agent must adopt it in toto, accepting all accompanying burdens and stipulations.
Courtroom Practice & Strategic Litigation Guidance:

In litigation where a defendant asserts partial adoption, invoke Section 199 to strike down selective disclaimers. If an opponent admits to accepting delivery of goods or receiving advance payments negotiated by an unauthorized representative, argue that under Section 199, such acceptance operates as a statutory adoption of the entire contract, including its arbitration clause, warranty liabilities, and pricing formulas.

Section 198 All 266 Sections of Indian Contract Act Section 200