This opinion will be unpublished and

may not be cited except as provided by

Minn. Stat. § 480A.08, subd. 3 (2002).






Richard Miller,





State Farm Insurance,

an Illinois corporation,



Filed May 4, 2004

Klaphake, Judge


Ramsey County District Court

File No. C8-02-6326


John G. Westrick, Charles J. Welter, Westrick & McDowall-Nix, P.L.L.P., 450 Degree of Honor Building, 325 Cedar Street, St. Paul, MN  55101 (for appellant)


C. Todd Koebele, Michelle D. Christensen, Murnane, Conlin, White & Brandt, 1800 U.S. Bancorp Piper Jaffray Plaza, 444 Cedar Street, St. Paul, MN  55101 (for respondent)


            Considered and decided by Harten, Presiding Judge, Randall, Judge, and Klaphake, Judge.

U N P U B L I S H E D   O P I N I O N


            Appellant Richard A. Miller sued respondent State Farm Insurance and M. Maggie Suby, a State Farm agent, alleging negligence, breach of contract, misrepresentation, and violation of the Consumer Fraud Act.  The parties have since stipulated to dismissal of all claims against Suby, and appellant has abandoned his Consumer Fraud Act claim by failing to defend it against State Farm’s motion for summary judgment and by failing to raise it as an issue here on appeal.  Thus the only claim remaining is the breach of contract claim against State Farm.

            On appeal from the district court’s denial of appellant’s motion for summary judgment and its grant of summary judgment to State Farm, appellant argues:  (1) State Farm is bound by the acts of its agent, Suby, whom he claims made him an offer of insurance when her office faxed the first page of an insurance application to a person who identified himself as appellant, and that unidentified person then signed appellant’s name to the application and mailed it to the contract for deed vendor; and (2) while appellant acknowledged that the signature on the application was not his, he has since ratified the signature and thus accepted the offer of insurance made by Suby’s office.

            Because, prior to appellant’s attempted ratification, he disavowed the State Farm application by obtaining coverage with another company and because appellant’s attempted ratification occurred after the building on the property had been destroyed by fire, we affirm.


            Summary judgment is proper when there are no genuine issues of material fact and either party is entitled to judgment as a matter of law.  Minn. R. Civ. P. 56.03.  A material fact is one that will affect the result or outcome of the case, depending upon its resolution, and an existing issue of immaterial fact will not prevent a summary judgment.  Zappa v. Fahey, 310 Minn. 555, 556, 245 N.W.2d 258, 259-60 (1976).  While this case presents many unresolved fact issues, including the identity of the person who signed and mailed the first page of the State Farm application to the contract for deed vendor, these issues are not material to the ultimate resolution of this case.

            Appellant argues that he is entitled to recover because State Farm has breached its contract of insurance.  He claims that a valid contract existed because he ratified the action of the unidentified person who signed his name to the first page of the State Farm application.  The district court rejected appellant’s arguments as follows:

            Although [appellant] disavows any involvement with regard to the [State Farm application] document, has never paid a premium to State Farm, and had otherwise placed coverage for the same property with the Fair Plan, he now claims his “ratification” of the forged signature on the insurance form.  [Appellant] states that he implicitly proclaimed his ratification by the commencement of this lawsuit on or about May 28, 2002.  This is doubtful in light of [his] testimony that he never saw the insurance form until his deposition on November 8, 2002.  Alternatively, [appellant] states that he ratified the forged signature on May 6, 2003, when he executed an affidavit explicitly stating his ratification.  The latter ratification occurred six days before the hearing on these motions.


            . . .


            [Appellant’s] contract action is entirely dependent on whether [he] is legally entitled to ratify the contract.  While [appellant’s] claim of ratification appears to be a belated attempt to avoid the legal consequences of his disavowal of the events of May 5, 2000, this court has fully considered [his] claim.  This court believes that, as a matter of law, [appellant] is not entitled to claim ratification under the facts of this case.


The district court continued and noted that due to the destruction of the property and the cancellation of the contract for deed, there had been a material change in circumstances that would make it “obviously unfair” to allow ratification.  The court concluded that under these circumstances, “State Farm is within its legal rights to ‘withdraw from the [alleged] transaction,’” citing the Restatement (Second) of Agency § 89 (1958). 

            Ratification is defined as a “person’s binding adoption of an act already completed but . . . done by a third party having at the time no authority to act as the person’s agent.”  Black’s Law Dictionary 1268-69 (7th ed. 1999).  Ratification occurs “where the party with full knowledge of all material facts confirms, approves, or sanctions the other’s acts.”  Strader v. Haley, 216 Minn. 315, 326, 12 N.W.2d 608, 613 (1943).  An unauthorized signature may be ratified, and when a principal accepts and retains the benefits of an unauthorized act, he thereby ratifies the act.  Id.  It logically follows that a principal who disavows or rejects an unauthorized act cannot subsequently attempt to ratify the unauthorized act in order to reap the benefits of that act.

            Applying that principle here, we conclude that appellant’s actions on May 9, 2000, when he met with Suby and obtained insurance for the property from another company, preclude appellant from now attempting to ratify the purported “acceptance” by the unidentified person on May 5, 2000, of Suby’s “offer” of insurance through State Farm.  At that meeting, Suby told appellant that the property would not meet State Farm underwriting standards and that State Farm would not insure the property, but that he could apply for coverage through the Minnesota Property Insurance Placement Facility (the FAIR Plan).  Appellant agrees that Suby assisted him in completing the application for coverage through the FAIR Plan and that he wrote out a $300 check to bind coverage.  When Suby got back to her office, she submitted the application to the FAIR Plan, which issued a policy on May 11, 2000; that policy remained in effect until September 2000, when it was properly cancelled for nonpayment of premiums.  The fire on the property did not occur until February 2001.

            Given these undisputed facts, we conclude that appellant rejected any offer that might have been made by State Farm and disavowed any acceptance of that offer by the unidentified person who signed appellant’s name to the first page of the State Farm application that was faxed by Suby’s office.  See Nodland v. Chirpich, 307 Minn. 360, 364, 240 N.W.2d 513, 515 (1976) (stating that once rejected, offer is terminated and cannot subsequently be accepted).  Appellant cannot now attempt to ratify the unauthorized signature and claim that State Farm is bound to provide coverage.

            We further agree with the district court’s conclusion that it would be inequitable to apply the doctrine of ratification to the facts of this case.  Appellant’s attempt to ratify the unauthorized signature did not occur until after the building was destroyed by fire.  If ratification occurs at a time “when the situation has so materially changed that it would be inequitable to subject the other party to liability . . . , the other party has an election to avoid liability.”  Restatement (Second) of Agency § 89 (1958).  State Farm has elected to not provide coverage, an election it is entitled to make under the facts of this case.

            Finally, the parties raise a number of other arguments in support of their respective positions.  Given our decision on the ratification issue, we need not discuss the other arguments and issues raised by the parties.  We therefore affirm the district court’s denial of appellant’s motion for summary judgment and its grant of summary judgment to State Farm.