Supreme Court of Palau

[ 15] As an initial matter, unlike the Trial Division, we decline to opine on the import of Wang’s signature on the 2015 Agreement insofar as it concerns IPRC. We need not decide this issue because the 2015 Agreememe to an end and was subsumubsumed by the 2017 Agreement. Indeed, on November 29, 2017, after being advised that the parties reached a settlement embodied in the 2017 Agreement, the Trial Division entered an order resetting the trial date to 2018, “should the parties fail to fulfill the settlement terms.” In other words, by the time the trial took place, the Trial Division had only one relevant question before it—whether the parties did or did not “fulfill the settlement terms” of the 2017 Agreement. We thus turn to the effect of the 2017 Agreement.^[5]
[ 16] Appellant argues that rhe trial court erred in its factual determination that “no evidence was presented to show that [] Wang was not authorized to enter into the agreements” on IPRC’s behalf. Findings of Fact and Conclusions of Law at 6. Appellant further argues, more generally, that the court erred in determining, as a matter of law, that IPRC is bound by the two agreements.^[6]
[ 17] After clly reviewing thng the record, we affirm the trial court’s judgment without adopting its precise reasoning. See Sechardmidal v. Ngiraikelau, 2019 35 11 (“We may affirm the trial court’s217;s decision on any basis apparent in the record.” (internal quotation marks omitted)). We conclude that the record before the trial court demonstrates that Wang had apparent authority to sign the 2017 Agreement on IPRC’s behalf, and the meager evidence proffered by IPRC was insufficient, as a matter of law, to call this apparent authority into question.
[ 18] Tctrine of apparent autt authority provides that a principal may be bound by the actions of its putative agent if the corporation’s “statements, conduct, lack of ordinary care, or omanifestation of [its] cons consent . . . justif[y] [third parties] in believing that the agent is acting within his or her authority.” Ngirachemoi v. Ingais, 12 ROP 127, 130 (2005) (quoting 3 Am. Jur. 2d Agency § 76 (2002)). “The purpose of the apparent authority doctrine is to protect innocent third persons dealing in good faith with corporate officials where a corporation has taken such action or inaction as to justify belief that the official has acted with authority.” 18B Am. Jur. 2d Corporations § 1295. We are of opinion that whatever actual authority Wang may or may not have had, he had apparent authority to act on behalf of IPRC. In other words, IPRC’s actions justified Gibbons in believing that when Wang signed the 2017 Agreement, he was signing on behalf of IPRC.
[ 19] Iundisputed that the 20he 2017 Agreement was negotiated by and signed in the presence of an attorney retained by IPRC to represent its interests. If, in fact, Wad no authority to act on behalf of IPRC, a competent attorattorney would have objected to the language in the agreement that stated that it was being signed “on behalf of [Wang] and Island Paradise Resort Club of which he is the President.”^[7] To the extent that Wang was not actually authorized to act on behalf of IPRC, the fact that IPRC’s attorney permitted him to sign a document with language to the contrary is conduct justifying a belief in Wang’s authority to bind the corporation.
[ 20]hermore, throughout his his interactions with IPRC when it came to any matters of consequence, Gibbons always dealt with Wang. It was Wang who approached Gibbons with the initial proposal tod a hotel on the property Grty Gibbons leased from KSPLA, but it was IPRC that actually operated the resort. It was Wang who negotiated the 2015 and 2017 payment agreements, but it was IPRC that issued checks drawn on its corporate account in satisfaction of these agreements. And, of course, it is undisputed that at all relevant times Wang was the President of IPRC. Although Gibbons may have been on notice that something was amiss in terms of Wang’s authority in 2015 when Wang deleted all references to IPRC from the 2015 Agreement, such qualms would not have carried over to the 2017 Agreement. Not only was the latter agreement explicitly signed on behalf of both Wang and IPRC, but IPRC also made payments from its corporate coffers in satisfaction of the agreement. Wang’s apparent authority to bind IPRC is further supported by the fact of IPRC directing Timarong, who is IPRC’s corporate employee, to provide Gibbons with an accounting of outstanding payments in 2015. It was therefore entirely reasonable for Gibbons to have relied on IPRC’s conduct indicating that Wang was authorized to enter into the 2017 Agreement.
[ 2 refute this evidence of W of Wang’s apparent authority, IPRC offered Timarong’s testimony and its corporate bylaws. But both sources are equivocal at best. Although Timarong testified that there is no “corporate resolution or board action [] authoriz[ing] [] Wang to act on behalf of the corporation [and] [t]o tie the corporation into debt or settlement negotiations,” Trial Tr. 61, she also admitted that she has no access to any corporate documents save for the ones that the Board sees fit to give her, and therefore is simply not aware of any board resolution, see Trial Tr. 74-75. Regarding the bylaws, the section relied on by the Appellant provides that a corporate officer’s authority to enter into contracts or debt agreements “may be general or confined to specific instances.” By-Laws of Island Paradise Resort Club Co., Ltd. (Exh. B to Appellant’s Opening Br.) at 8 (emphasis added). In other words, nothing on the face of the bylaws indicates that Wang necessarily needed a specific board resolution to enter into either of the payment agreements. In short, Appellant functionally provided little to no evidence to actually contest Wang’s apparent authority. What is more, it is unclear how this limited evidence goes to the key question of whether Gibbons was justified, based on IPRC’s conduct described above, in believing that Wang was authorized to bind the corporation.
[ 22] Fy, in the alternative,tive, even if Wang had neither actual nor apparent authority to bind IPRC when the 2017 Agreement was signy making payments pursuant to that agreement (much like it did in the wake of the 2015 Agre Agreement), the IPRC ratified, or agreed to be bound by, the contract. “Even in the absence of either actual or apparent&#160ority, the offe officer’s action on behalf of the corporat160;will be effectifective if ratified by the corporation.&#8221lose Corp Corps. and LLaw and Practice § 8:5 (Rev. 3d ed.). “As a gena general rule, [r]atification is defined as the affirmance by a person of a prct which did not bind him but which was done or professedlysedly done on his account[.]” Il Giardino, LLC v. Belle Haven Land Co., 757 A.2d 1103, 1120 (Conn. 2000) (alteration in original) (internal quotation marks omitted). “[V]oluntar[y] performance or payment on a previously unauthorized contract . . . is presumptive proof of ratification[.]” Associated Mgmt. Servs., Inc. v. Ruff, 2018 MT 182, 41, 392 Mont. 139, 157, 424 P.3d 571, 588. At the very least then, even if we were to conclude that in signing the 2017 Agreement Wang acted without any authority, the fact remains that IPRC, while fully aware of the history between all of the parties (including prior litigation and settlement agreements) voluntarily performed under that 2017 Agreement by making payments pursuant to it. Accordingly, we would hold that whatever Wang’s scope of authority to act on IPRC’s behalf, IPRC through its own actions ratified the 2017 settlement agreement and is thus bound by it.^[8]

CONCLUSION

[ 23]judgment appealed from irom is AFFIRMED.

^[1] The hotel is operated by Island Resort Club Co., Ltd., which was incorporunder the laws of Palau in u in 2011 and has its principal place of business here. We follow the parties in referring interchangeably to the hotel and to the corporation as “IPRC.”

^[2] In fact, Wang did not appear for trial despite the matter being rescheduled several times to accommodate the parties’ schedules.

^[3] Wang and IPRC did not submit any opposition to Gibbons’s accounting, and the amount of the judgment is not at issue on appeal.

^[4] The lower court retained jurisdiction over Gibbons’s motions to enforce, and IPRC’s motions to stay, the judgment. The trial court’s deft handling of these motions is not at issue on appeal.

^[5] Appellee contends that we should dismiss Appellant’s opening brief for failure to conform to the Rules of Appellate Procedure. Appellee notes that Appellant failed to append the two cases it cites in the argument section and contends that these cases are not “contained in the Palau Supreme Court Library.” See ROP R. App. P. 28(f). However, contrary to Appellee’s assertion, both cases are available on Westlaw, which is freely accessible to the public at the law library. We also cannot conclude that Appellant’s admittedly scanty citations to the record necessitate the extreme measure of dismissing its brief.

^[6] We reject Appellant’s contention that IPRC admitted Wang’s authority to bind the corporation. Although IPRC admitted in its Answer that it “is a duly registered corporation engaged in business in the Republic of Palau represented by its President defendant Wang,” the mere fact that a corporation may be represented in some affairs by a particular individual does not ipso facto mean that that individual has actual authority to act for and bind the corporation in all matters. See 19 C.J.S. Corporations § 675 (recognizing cases where an “officer or agent [of a corporation] acts without actual authority, or in excess of his or her actual authority”). Furthermore, although IPRC did not deny that “Wang, on behalf of IPRC, agreed to pay Gibbons an annual fee of $50,000,” Compl. 8, the Complaint also alleges that “Wang fell into arrears on those payments” and that “Wang entered into” the payment agreement with Gibbons, id. 9-10 (emphasis added). IPRC’s admissions to the Complaint’s ambiguous allegations do not foreclose it from contending that it is not bound by the agreements.

^[7] We, of course, do not suggest that Attorney Sakuma was incompetent. Quite the contrary, it is precisely because we assume that she competently represented IPRC that we conclude her failure to object to the quoted language is significant.

^[8] We have considered all other arguments raised by both parties and find that they either lack merit or need not be addressed given our resolution of this matter.