## Facts

- A partnership owned a parcel of land in Provo Canyon, Utah, as its sole asset; Richard B. Bullock was one of the partners.
- In October 1991, Bullock’s co-partners negotiated a contract to sell the property to the Utah Department of Transportation (UDOT) without Bullock’s participation.
- Bullock learned of the contract before closing and opposed the sale as below market value.
- In January 1992, Bullock told a UDOT employee he believed the sale would be invalid unless all partners consented; he later sent UDOT a letter reflecting familiarity with the transaction and requesting information “so hopefully a sale to the State of Utah can be effectuated.”
- In March 1992, Bullock’s co-partners executed a deed conveying the property to UDOT; Bullock did not sign the deed.
- In September 1992, Bullock received a check for $67,198.43 identified as his share of the sale proceeds, along with a note describing the total proceeds and distribution; he endorsed and negotiated the check and did not otherwise object.
- In March 1993, Bullock served a notice of claim on the State.
- In May 1994, Bullock sued in federal court and offered to return his share; the case was dismissed without prejudice.
- In March 1996, Bullock filed a state-court action against UDOT and his co-partners challenging the sale as unauthorized and asserting related claims.

## Issues

1. Whether Bullock ratified the partnership’s conveyance to UDOT by accepting and retaining his share of the sale proceeds with knowledge of the material facts.
2. Whether Bullock’s delay and inaction after the conveyance and receipt of proceeds barred his later attempt to repudiate the transaction and pursue claims premised on the sale’s invalidity.

## Decision

- The Utah Court of Appeals affirmed dismissal of Bullock’s claims against UDOT and the individual partners.
- Bullock’s conduct, including his communications reflecting knowledge of the transaction and his negotiation of the proceeds check without timely repudiation, constituted ratification of the sale.
- Because the sale was ratified, Bullock could not later challenge the conveyance as unauthorized or seek relief based on alleged defects in authority or consent.

## Legal Principles

- A principal or partner who, with knowledge of the material facts, accepts and retains the benefits of an unauthorized transaction ratifies it and may not later repudiate it.
- Ratification may be shown by words, conduct, acceptance of benefits, and prolonged silence or inaction after learning of the transaction.
- A party cannot affirm a transaction by keeping its benefits while simultaneously attacking the transaction’s validity to the detriment of other parties, including an innocent purchaser relying on the conveyance.

## Conclusion

The court held that Bullock’s acceptance and retention of his share of the sale proceeds, coupled with knowledge of the material terms and failure to promptly repudiate, ratified the partnership’s conveyance to UDOT and barred his later challenge to the transaction and related claims.


Bullock v. State, Dep't of Transp., 966 P.2d 1215 (Utah Ct. App. 1998)