Calvin Matthews v. Npmg Acquisition Sub Llc

MEMORANDUM

Plaintiffs appeal the district court’s grant of summary judgment in favor of their former employer, NPMG Acquisition Sub, LLC. We have jurisdiction under 28 U.S.C. § 1291 , and we affirm.

Plaintiffs ratified the EEOC’s entry of the consent decree, which waived plain-' tiffs’ individual claims under 42 U.S.C. § 1981 against NPMG, and thereby are bound by its terms. Plaintiffs are bound to the decree if by their words or deeds they ratified the EEOC’s entry of the decree on their behalf. See All-Way Leasing, Inc. v. Kelly, 182 Ariz. 213 , 895 P.2d 125, 128 (1994) (“A person not bound by a contract may ratify the contract and thus become bound by its terms, by affirming the contract through words or deeds.”); Phx. W. Holding Corp. v. Gleeson, 18 Ariz. App. 60 , 500 P.2d 320, 326 (1972) (“Ratification is the affirmance by a person of a prior act which did not bind him but which was done or professedly done on his account, whereby the act ... is given effect as if originally authorized by him.”) (quoting Restatement (Second) of Agency § 82 (1958)) (internal quotation marks omitted).

A court may “infer an intent to ratify if a non-party to the contract voluntarily accepts…