63 N. E. Rep. 912, it is held not to be necessary that he should have

been understood to De dn agent by the person with whom he dealt.

d. The person ratifying must have been in existence

at the time the act was done.

This question arises more frequently in the case of contracts

В§83.] OF AUTHORITY BY RATIFICATION. 10

made or acts done by the promoters of a proposed corporation than

In any other class of cases. The question is, may the corporation

when organized ratify these acts done or contracts made before it

had any existence? There is real difficulty in saying that there may

be rati;! ration by a body which had no existence and therefore no

power to do or authorize the act when done. Some courts, realizing

the difficulty, have held that there may be adoption but not. ratifi-

cation. One difference in result is that in the case of adoption the

contract is not deemed to be made until the date of the adoption,

while in case of ratification the contract is deemed to be made from

the beginning. Some courts seem to regard it merely as a difference

In names.

See McArthur v. Times Printing Co., 48 Minn. 319, Agency Cases,

128; Bell's Gap r. R. Co. V. Christy, 79 Penn. St. 54, Agency Cases,

131; Schreyer V. Turner Flouring Co., 29 Oreg. 1, 43 Pac. Rep. 719.

e. The person alleged to have ratified must, at the

time of the alleged ratification, have either had full

knowledge of all of the material facts relating to the

art ratified or he must have deliberately assumed

responsibility for the act, having all the knowledge of

the facts which he cared to have. Knowledge of the

material facts is essential, but knowledge of the legal

effect of those facts is not essential.

See Combs v. Scott, 12 Allen (Mass.) 493, Cas. Ag. 146; Scott v.

Railroad Co., 86 N. Y. 200, Agency Cases, 148; Wheeler v. Sleigh

Co., 39 Fed. Rep. 347, Cas. Ag. 138; Thacher v. Pray, 113 Mass. 291,

Cas. Ag. 204; Wheeler v. McGuire, 86 Ala. 398, 5 So. Rep. 190, 2

L. R. A. 808; Cram v. Sickel, 51 Neb. 828, 71 N. W. Rep. 724, 66 Am.

St. Rep. 478; American Exchange Bank v. Loretta Mining Co., 165

111. 103, 46 N.-e. Rep. 202, 56 Am. St Rep. 233; Bierman V. City

Mills, 151 N. Y. 4S2, 15 N. E. Rep. 856, 56 Am. St. Rep. 635; Brown v.

Wright, 58 Ark. 20, 22 S. W. Rep. 1022, 21 L. R. A. 467.

/. The principal cannot ratify the act so far as it is

favorable to him, and reject it as to the residue; but he

musi ratify all or none. If he takes the benefits he

mast also assume the burdens. But where the principal

has authorized the doing of a certain act, he does not

by accepting the benefits of that act assume responsi-

bility for an additional unauthorized act of whose

performance be was ignorant

i —J

50 OF AUTHORITY BY RATIFICATION. [§§ 83-84.

See Eberts v. Selover, 44 Mich. 519, 38 Am. Rep. 278, Cas. Ag.

150: Wheeler v. Sleigh Co., 39 Fed. Rep. 347, Cas. Ag. 13S; Baldwin

v. Burrows, 47 N. Y. 199, Cas. Ag. 196; Smith v. Tracy, 36 N. Y.

79, Cas. Ag. 154; Roberts v. Rumley, 58 Iowa, 301, Cas. Ag. 143;

Wheeler & Wilson Mfg. Co. v. Aughey, 144 Pa. St. 398, 22 Atl. Rep.

667, 27 Am. St. Rep. 638; Eastman v. Relief Ass'n, 65 N. H. 176, 18

Atl. 745, 23 Am. St. Rep. 29; Daniels v. Brodie, 54 Ark. 216, 15 S. W.

Rep. 467, 11 L. R. A. 81; Busch v. Wilcox, 82 Mich. 336, 47 N. W.

Rep. 328, 21 Am. St. Rep. 563.

g. The facts alleged to show the ratification must

be such, and there must be such reliance upon them,

that the party relying upon them will be prejudiced if

the ratification is not established.

See Doughaday v. Crowell, 11 N. J. Eq. 201.

/;. The ratification can not be made to so operate as

to cut off the intervening rights of third persons who

have acted in good faith and without notice of the acts

sought to be ratified.

See Cook v. Tullis, 18 Wall. 332, Agency Cases, 160.