Committee members of a real estate purchase group signed a waiver of claims on behalf of the purchase group members as a condition for receiving surplus funds from the project, but some group members later contended that the waiver was signed without their authorization.
The Court held that the waiver is valid and binds the group members by virtue of their conduct. A waiver is a contract that establishes a procedural barrier (estoppel) against future claims. Authorization for a legal action, including signing a waiver, can be established not only by prior consent but also through representation to a third party or the principal's inaction after the fact. In this case, the group members were aware of the committee's signature, received the funds paid under the waiver agreement and did not protest the authorization in real time. This conduct created a representation of final waiver toward a third party, preventing them, under the principle of good faith, from disaffirming the agreement and suing for matters known to them at the time of payment.