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The doctrine of ratification was considered in Imperial Bank of Canada (supra) (which was
quoted with approval in Frederick J.K Zaabwe (supra)). In that case, Lord MAUGHAM at page
374 stated:
“The first essential to the doctrine of ratification, with its necessary
consequence of relating back, is that the agent shall not be acting for himself,
but shall be intending to bind a named or ascertainable principal. If the
suggestion of ratification in this case is analysed it comes to this, that the agent
having put some of the principal‟s money in his pocket, the latter “ratifies” the
act. For the reasons given this is not possible as a legal conception, since the
agent did not take, and could not be deemed to have taken, the money for
himself as agent for the principal.”
Applying the same analogy to this case, it could not be deemed that the donee in this case acting
as the donor’s agent registered the trademark in its name as agent of the principal. I have
specifically addressed my mind to the effect of that purported authority and I find that it would
be illogical that a person would appoint another its agent by a power of attorney for the purpose
of transferring its legal rights to that person and more so, ownership of a trademark. If indeed the
3rd defendant in this case had intentions to allow the plaintiff to register its trademark in its name
in Uganda, the deed would have taken another form other than a power of attorney.
To that end PART III of Cap. 217 under which the suit trademark was registered provided for
assignment and transmission of trademarks. It laid down the types of trademarks that are
assignable and transmissible, the power of the registered proprietor to assign the same and the
procedure for registering the assignments and transmissions. I do not see why the donor did not
opt for assignment or transmission and instead went for a power of attorney which as stated
above only allows an agent to act on behalf of the principal.
In conclusion of this matter, based on the above wealth of authorities and the true construction
and effect of the power of attorney, I find that the donee by registering the trademark in its name
exceeded the authority granted to it by the power of attorney. The question is therefore whether it
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