We reserve the right to edit, classify or refuse to publish any material submitted by a comment and/or information provider. While we take every precautionary measure to prevent inappropriate, inflammatory material we cannot rule-out such stray incidents. We request all the users to maintain proper decorum and let us continue and excel in providing this interaction service to our community.
We are a consortium of legal professionals, paralegals and journalists. We are not all attorneys. We do not play one on TV. Nothing in this entire blog should be construed as legal advice. If you need legal advice you should consult an attorney.
PAID ENDORSEMENT DISCLOSURE: In order for us to support the blogging activities, we may receive monetary compensation or other types of remuneration for endorsement, recommendation, testimonial and/or link to any products or services from this blog.
The First Amendment (Amendment I) to the United States Constitution prohibits the making of any law respecting an establishment of religion, impeding the free exercise of religion, abridging the freedom of speech, infringing on the freedom of the press, interfering with the right to peaceably assemble or prohibiting the petitioning for a governmental redress of grievances. It was adopted on December 15, 1791, as one of the ten amendments that constitute the Bill of Rights.
DeadlyClear advocates for transparency and accountability in an effort to preserve the rights guaranteed to the press under the First Amendment and strengthen the public’s right to know.
Disclosure: As an Amazon Associate and HarvestRight™ Affiliate we earn from qualifying purchases. If you purchase a product or service with the links we provide, we may receive a small commission. There is no additional charge to you for those associate links and your support helps us to provide free content on our websites.
DeadlyClear® is a product of Project Maui, Inc., a Hawaii corporation. Copyright 2012-2025. All rights reserved.
1) Can an act not authorized by the governing trust documents be ratified?
2) Under what conditions?
3) By whom?
“No doctrine is better settled, both upon principle and authority, than this; that the ratification of an act of an agent previously unauthorized, must, in order to bind the principal, be with a full knowledge of all the material facts. If the material facts be either suppressed or unknown, the ratification is treated as invalid, because founded in mistake or fraud.” Owings v. Hull, 34 U.S. 607 (1835).
1) Yes.
2) Only with full knowledge of all the material facts (this would have to include a veritable panoply of material facts, appraisals, origination, TILA, HOEPA, RESPA, etc., etc.).
3) The principal. Not the agent trustee. Not the servicer. Not the sponsor/depositor. The principal.
My view is the principal = certificateholders. But, in reading many PSAs, it appears certificateholders cannot ratify.
§ 11.03 of many PSAs is “Limitation on Rights of Certificateholders.” The typical language gives almost no rights to certificateholders. It doesn’t appear to give certificateholders a right to ratify an unauthorized act.
Glenn Russell fleshed this out well in the case of US Bank v. Bolling. The argument prevailed at trial level, but the MA COA reversed. The COA undercut the “choice of law provision” in the PSA at issue, stating that in MA even when there is a clear choice of law MA law will control. From that point they determined the assignment to be merely “voidable,” and not “void,” and Bolling lacked standing to raise the issues anyway.
The opinion is available on googlescholar. U.S. Bank, N.A. v. Bolling, 90 Mass.App. Ct.154 (2016). Briefs are available through the MA COA website.
In short is an unauthorized, late conveyance, into a trust a merely voidable, not void, act because it can be ratified? No. It can’t be ratified. Therefore the unauthorized act never crosses from being void to being merely voidable.