dissenting.
I agree with my colleagues that Mr. Rawoof has established constitutional standing to pursue this action against Tex- or. However, I do not believe that principles of prudential standing counsel against exercising federal jurisdiction under these circumstances. I therefore respectfully dissent.
A party seeking to invoke the power of the federal judiciary must establish that he has standing to bring the action. Standing consists of both constitutional requirements, flowing from the Article III limitation on judicial power to “cases” and “controversies,” and prudential limitations on the exercise of federal jurisdiction. See Franchise Tax Bd. of California v. Alcan Aluminum Ltd., 493 U.S. 331, 335, 110 S.Ct. 661, 107 L.Ed.2d 696 (1990). Among the prudential limitations on standing is the prohibition against third-party standing. Id. at 336, 110 S.Ct. 661. This prohibition bars a person from asserting the claims of a third party not before the court, even when the constitutional requirements for standing — injury in fact, causation and redressability — have been met. See id.; see also Erwin Chemerinsky, Federal Jurisdiction § 2.3.4 at 83 (4th ed.2003). The rule against third party standing serves a number of goals, including avoiding officious intermeddling by ensuring that the court does not adjudicate rights an individual does not wish to assert and ensuring that a party has a concrete interest in the rights he is asserting. See Chemerinsky, Federal Jurisdiction § 2.3.4 at 83.
The shareholder standing rule is a corollary to the rule against third-party standing and generally prohibits shareholders from asserting claims that belong to the corporation. Franchise Tax Bd., 493 U.S. at 336, 110 S.Ct. 661. This general rule applies even when the shareholder in question is the sole shareholder and officer of the corporation. Carney v. Gen. Motors Corp., 23 F.3d 1154, 1157 (7th Cir.1994).
Under the shareholder standing rule, injuries to the shareholder which are derived solely from injuries to the corporation, for instance,' diminution of share price, belong to the corporation. A shareholder only may bring an action for such injuries in the form of a derivative action on behalf of the corporation. See 12B William Meade Fletcher, Fletcher Cyclopedia of the Law of Private Corporations § 5911 (Pérm. ed.2000) [hereinafter Fletcher Cyclopedia of Corporations]. Limiting these actions to derivative actions serves a number of interests. First, the rule avoids multiplicitous litigation by various shareholders which, in addition To straining the resources of the courts and potential defendants, may bar an action by the corporation itself or subject the defendant to double liability if the corporation were to sue on its own behalf. See Massey v. Merrill Lynch & Co., Inc., 464 F.3d 642, 647 (7th Cir.2006); 12B Fletcher Cyclopedia of Corporations § 5910. Additionally, restricting such actions to derivative actions directs any recovery to the corporation and thus protects the interests of the corporation’s creditors and other shareholders. See Massey, 464 F.3d at 647; 13 Fletcher Cyclopedia of Corporations § 5910. Further, procedural requirements that govern- derivative actions, particularly the, requirement that the shareholder first must demand that the corporation’s directors take action, prevent shareholders from interfering with the business judgment of the directors in whom the corporation’s management is entrusted. See Massey, 464 F.3d at 647; 13 Fletcher Cyclopedia of Corporations § 5963.
There is an exception to the shareholder standing rule for shareholders who are *762injured as individuals rather than as shareholders. 12B Fletcher Cyclopedia of Corporations § 5911. In such cases, the shareholder may be said to hold a “direct, personal interest,” and may pursue a direct action even if the wrongful act also implicates the corporation’s rights. Id.; see also Franchise Tax Bd., 493 U.S. at 336, 110 S.Ct. 661; Ronald D. Rotunda & John E. Nowak, Treatise on Constitutional Law § 2.13 at 259 (3d ed.1999). The most common example of such an injury is when the shareholder is a party to the contract upon which the action is based. See 12B Fletcher Cyclopedia of Corporations § 5911.
Although federal law generally controls the question of standing, whether the shareholder’s claims are derivative or direct for purposes of the shareholder standing rule is controlled by the law of the state of incorporation, in this case, Illinois. See Massey, 464 F.3d at 645. Illinois follows the general approach to the shareholder standing rule stated above, including the exception to the rule that permits a shareholder to assert a direct action when the shareholder suffers an individual injury apart from his status as a shareholder. See Zokoych v. Spalding, 36 Ill.App.3d 654, 344 N.E.2d 805, 813 (Ill.App.Ct.1976); Mann v. Kemper Fin. Cos., Inc., 247 Ill.App.3d 966, 187 Ill.Dec. 726, 618 N.E.2d 317, 323 (Ill.App.Ct.1992). The question thus becomes whether, under Illinois law, Mr. Rawoof s claims are direct rather than derivative.
Mr. Rawoof advances three theories in support of his contention that his claim against Texor is direct rather than derivative. His first argument is that his claim is not barred because he and Texor were the parties to the fuel contract, with SHL 95 merely as a third-party beneficiary. This argument is not meritorious. Mr. Rawoof did not present any evidence in support of this theory before the district court and therefore raised no genuine issue of material fact in support of this theory that would preclude summary judgment.
In addition to his third-party beneficiary argument, Mr. Rawoof offers two other arguments that warrant more extended discussion. First, he maintains that he is an implied assignee of SHL 95’s cause of action against Texor. Second, he claims that he negotiated the contract with Texor on behalf of a partially disclosed principal — SHL 95; consequently, he may pursue the action in his individual capacity. These arguments are explored more fully below.
I
Mr. Rawoof argues that SHL 95 assigned to him its cause of action against Texor at the time he brought this suit by implicitly ratifying his appropriation of SHL 95’s rights against Texor under the franchise agreement. Under Illinois law, a chose in action is assignable personal property, Saltzberg v. Fishman, 123 Ill.App.3d 447, 78 Ill.Dec. 782, 462 N.E.2d 901, 905 (Ill.App.Ct.1984). An assignment transfers “to the assignee all the right, title or interest of the assignor in the thing assigned.” A.J. Maggio Co. v. Willis, 316 Ill.App.3d 1043, 250 Ill.Dec. 376, 738 N.E.2d 592, 596 (Ill.App.Ct.2000). Following a valid assignment, the assignee may bring an action in his own name. See 735 ILCS 5/2 — 403(a); Kennedy v. Deere & Co., 142 Ill.App.3d 781, 96 Ill.Dec. 957, 492 N.E.2d 199, 202 (Ill.App.Ct.1986); Saltzberg, 78 Ill.Dec. 782, 462 N.E.2d at 905. Further, an assignment divests the assign- or of all rights in the property assigned and places the assignee in the shoes of the assignor with respect to the property. See People v. Wurster, 97 Ill.App.3d 104, 52 Ill.Dec. 648, 422 N.E.2d 650, 652 (Ill.App. *763Ct.1981). Thus, following a valid assignment of a chose in action, a corporation may not bring an action to enforce the rights assigned. Because the corporation itself may not bring the action, it cannot be brought as a derivative action either. See Mann, 187 Ill.Dec. 726, 618 N.E.2d at 826.
Under Illinois law, shareholders may ratify the appropriation of corporate assets by a corporate officer or director for non-corporate purposes if such ratification is unanimous and the appropriation does not prejudice the rights of creditors, see Scholes v. Lehmann, 56 F.3d 750, 754 (7th Cir.1995); Steinberg v. Buczynski, 40 F.3d 890, 892 (7th Cir.1994); Dannen v. Scafidi, 75 Ill.App.3d 10, 30 Ill.Dec. 899, 393 N.E.2d 1246, 1250 (Ill.App.Ct.1979); the same rule applies even if there is only one shareholder, see Scholes, 56 F.3d at 754. Shareholder ratification may be found by implication, see Roth v. Ahrensfeld, 373 Ill. 550, 27 N.E.2d 445, 447 (Ill.1940); Forkin v. Cole, 192 Ill.App.3d 409, 139 Ill.Dec. 410, 548 N.E.2d 795, 807 (Ill.App.Ct.1989), and Illinois courts will find unanimous shareholder approval “obvious” when the corporate officer appropriating the asset for non-corporate purposes is the sole shareholder of the corporation, Dannen, 30 Ill. Dec. 899, 393 N.E.2d at 1251. Thus, under Illinois law, a valid assignment of a corporate asset to a corporation’s sole shareholder for his own purposes may be found without an express assignment when he takes the action for his own purposes and the ratification works no prejudice to the corporation’s creditors.1
Given the state of Illinois law, I believe Mr. Rawoof may pursue the present action against Texor. It is undisputed that, at the time he brought this action, Mr. Ra-woof was the sole officer, director and shareholder of SHL 95. Thus, under Illinois law, unanimous approval of the assignment is assumed. Because there is no suggestion that the assignment would prejudice SHL 95’s creditors, the assignment is ratified. Further, we may assume such implicit ratification happened, at the latest, when Mr. Rawoof filed this action, ensuring that the shareholder standing rule posed no bar from the very outset of this litigation.2 For these reasons, Mr. Rawoof *764had standing to bring this action in his own name from the outset of the litigation.3
II
The other ground Mr. Rawoof asserts to establish his standing to bring this action is that, even if SHL 95 did not assign him its chose in action, as the agent of a partially disclosed or undisclosed principal, he was a party to the franchise agreement, and thus he may assert this action in his own name. As noted above, Illinois recognizes the exception to the shareholder standing rule that permits a shareholder to assert a direct action when the alleged wrongful acts both injure the corporation and violate “a duty owed directly to the shareholder.” Mann, 187 Ill.Dec. 726, 618 N.E.2d at 323. Such is the case when the duty owed to the shareholder arises from a contract to which the shareholder is a party. Zokoych, 344 N.E.2d at 813.
Under general principles of agency law, an agent acting on behalf of a partially disclosed or undisclosed principal is a party to the contract. See Restatement (Second) of Agency §§ 321-22 (1958). In either case, the agent becomes a promisee on the contract and may bring an action on the contract in his own name unless, in the case of an agent acting on behalf of a partially disclosed principal, the contract excludes the agent as a party. Id. § 364 & cmt. b. Illinois follows these general principals of agency law. See Rosen v. DePorter-Butterworth Tours, Inc., 62 Ill.App.3d 762, 19 Ill.Dec. 743, 379 N.E.2d 407, 410 (Ill.App.Ct.1978) (“[I]f an agent does not disclose the existence of an agency relationship and the identity of his principal, he binds himself to the third party. ...”); Lake Shore Mgmt. Co. v. Blum, 92 Ill.App.2d 47, 235 N.E.2d 366, 368 (Ill.App.Ct.1968) (“The agent of a partially disclosed principal is a party to the agreement and capable of bringing suit in his own right.”). We have noted that, applying these principles, an agent may bring such an action as a real party in interest. See American Nat’l Bank & Trust Co. of Chicago v. Weyerhaeuser Co., 692 F.2d 455, 464 n. 19 (7th Cir.1982).
In the present action, it is undisputed that Texor contracted to supply gasoline, see R.6, Ex. 2 at 1, but that it was not aware of SHL 95’s identity until after this litigation commenced, see R.57 at 1. Although it is disputed now whether Texor knew that Mr. Rawoof was acting on behalf of an undisclosed, as opposed to a partially disclosed, principal, this fact is not material to whether Mr. Rawoof may assert an action in his own name to enforce *765the franchise agreement. Because the undisputed facts establish that Mr. Rawoof acted as the agent of either a partially disclosed or undisclosed principal, under Illinois law and general principles of agency law he is a party to the contract. Indeed, Texor itself benefitted from Mr. Ra-woofs status as a party to the franchise agreement by bringing an action directly against him in state court for failing to pay for the March 2001 fuel deliveries. See R.6, Ex. 2.
Thus, Mr. Rawoofs status as a party to the franchise agreement exposes Mr. Ra-woof “to a unique harm, different than general diminution of share price,” Massey, 464 F.3d at 646, and entitles him to bring a direct action against Texor as a party to the contract. As such, Mr. Ra-woof has standing under the shareholder standing rule to bring this action.
Conclusion
Mr. Rawoof, both as an implicit assignee of the rights of SHL 95 and also as an agent of a partially disclosed principal, has suffered a direct injury as a result of Texor’s alleged violation of the PMPA. He, therefore, does not fall within the general rule prohibiting shareholder standing. Therefore, I respectfully dissent and would remand the case to the district court for further proceedings on the merits of Mr. Rawoof s claims.
. As noted above, a valid assignment of a corporation’s chose in action divests the corporation of its interest in that action. For that reason, an action by a corporation's sole shareholder in his individual capacity asserting rights assigned to him by the corporation does not implicate the shareholder standing rule. It is clear, also, that an assignment of a chose in action under such circumstances does not threaten the interests advanced by the shareholder standing rule. First, the ratification must be unanimous, thus it does not provide the shareholder to whom the chose in action is assigned with an unfair advantage over other shareholders. Second, because the ratification is only (continued ...) effective if it does not prejudice the rights of creditors, such an assignment does not threaten to bypass normal rules of priority with respect to corporate obligations. Third, because the assignment divests the corporation of its interests in the chose in action and the ratification is unanimous, the assignment does not unfairly deprive the corporation of its own cause of action or expose the alleged wrongdoer to multiple lawsuits. Lastly, the assignment does not threaten the autonomy of the corporation's officers in business judgments because the sole officer appropriates the asset in the first instance and that ratification is unanimously approved by the shareholders, thereby removing any taint of self-dealing.
. Because I believe that there was an effective assignment of the chose in action at the outset of this litigation, I do not have to reach the question whether SHL 95 later ratified Mr. Rawoof's actions. Although the majority concludes that the documents submitted by Mr. Rawoof in support of his ratification argument cannot be used “as a means of escaping the consequences of the denial of his motion to substitute plaintiffs,” slip op. at 760, the majority does not address definitively the authenticity of the underlying documents, nor the effectiveness of these documents in trans*764ferring ownership of SHL 95 stock to a living trust. Similarly, the district court did not address these issues directly when it granted Texor's motion for summary judgment. Were this matter remanded to the district court, I believe that the authenticity of the documents, and their bearing on the ownership of SHL 95 stock, would be appropriate issues for the district court to address.
. Although this result may appear at first inconsistent with our holding in Carney v. General Motors Corp., 23 F.3d 1154, 1157 (7th Cir.1994) (holding that the shareholder standing rule applies even when there is only one shareholder), such is not the case. Carney did not involve Illinois law. Moreover, the plaintiff in Carney did not argue that the action was brought following an implicit assignment of a chose in action, and we had no occasion to address the issue. Thus, although there may appear to be some superficial tension between our holding in Carney and the present case, such tension is simply that — superficial. We are not bound by prior jurisdictional rulings where the present issue was not raised or was passed sub silentio. Cf. Hibbs v. Winn, 542 U.S. 88, 126-27, 124 S.Ct. 2276, 159 L.Ed.2d 172 (2004); Fed. Election Comm’n v. NRA Political Victory Fund, 513 U.S. 88, 97, 115 S.Ct. 537, 130 L.Ed.2d 439 (1994).