Post-contractual conduct remains admissible to identify the parties to a contract (as distinct from construing its terms), even after the High Court's affirmation in Agricultural and Rural Finance v Gardiner that subsequent conduct is inadmissible for construction purposes. A partner's acquiescence in the general running of a partnership business does not confer implied actual authority to enter transactions that fall outside the usual scope of the partnership's business. Ratification of an agent's unauthorised acts requires proof that the principal had full knowledge of all material circumstances; signing a tax return without understanding its contents does not constitute ratification. A solicitor retained to obtain probate owes a duty to advise the client of personal liability exposure arising from becoming trustee of a partnership, particularly where the client is unsophisticated and the legal structure contains hidden pitfalls.
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