Accordingly, count I of plaintiff's amended complaint states a cause of action for fraud in the inducement against defendants. Count I of the amended complaint also asserts in the alternative that, even if Carl was not acting as defendants' agent at the time he committed fraud against plaintiff, defendants later ratified his efforts and thus are liable for damages. The act of ratification must be of the same nature as that which would be required to confer authority in the first place. Further, the ratifying party must have full knowledge of all material facts of the unauthorized transaction. In other words, to plead ratification of Carl's unauthorized transaction, plaintiff must allege defendants were aware of the fraudulent misrepresentations made by Carl during that transaction.
Defendants argue plaintiff failed to plead such awareness on their part.
We disagree, as a careful consideration of plaintiff's pleadings, construed in the light most favorable to plaintiff, indicates he did plead defendants' awareness of Carl's fraud. Plaintiff also pleaded that defendants told Carl to continue negotiations with plaintiff, and defendants later completed the deal according to the terms negotiated by Carl. Accordingly, plaintiff has sufficiently pleaded that defendants ratified Carl's actions. 120 Ill. App. Plaintiff has pleaded that defendants, through their agent Carl, made knowingly false representations regarding the corporation that plaintiff reasonably relied upon when signing the purchase agreement and selling his shares in the CUP trust for less than their true market value.