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where State law is consistent with the principle of implied
ratification. New York's partnership law, the law governing the
Davenport partnership agreement, specifically indicates that the
law of agency applies to partnerships. N.Y. Partnership Law sec.
4 (McKinney 1988). Inasmuch as ratification9 is an agency
concept, it applies here. Under New York law, ratification by
implication may be found to exist where a principal fails to
disaffirm the action of an agent within a reasonable time. IBJ
Schroder Bank & Trust Co. v. Resolution Trust Corporation, 26
F.3d 370, 375 (2d Cir. 1994).
Moreover, in Mishawaka, we found evidence that persons who
were qualified to file the petition had authorized or consented
to the filing of the petition by Finkelman. Under the doctrine
of ratification, such a petition was an imperfect petition which
was then impliedly ratified by the other partners when they
failed to protest Finkelman's filing of the petition. In earlier
cases, we had allowed partners to perfect an imperfect petition
in a TEFRA case where there was evidence that the partners had
authorized the filing of the petition and wanted this Court to
find jurisdiction. Montana Sapphire Associates. Ltd. v.
9 A ratification occurs when the benefits of the purportedly
unauthorized acts are accepted with full knowledge of the facts
under circumstances demonstrating an intent to adopt the
unauthorized arrangement. In re Securities Group, 926 F.2d 1051,
1055 (11th Cir. 1991) (citing Monarch Ins. Co. v. Insurance Corp.
of Ireland, Ltd., 835 F.2d 32, 36 (2d Cir. 1987)).
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