2 Pollock V. Cohen, 32 Oh. St. 514; Taylor V. Robinson. 1 1 Cal. 306;

Donelly v. Pophatn, 1 Taunt. 1.

8 Bird r. lВ»ro\vn, 4 Kxch. 780.

* Arniitage v. Widoe, 3(5 Midi. 124; Milford v. Water Co., 124 Pa. St.

610; Irvine V. Union Bank, 2 App. Cas. 306.

6 Milford V. Water Co., 124 Pa. St. 610.

• Milford V. Water Co., supra.

BY RATIFICATION. 59

hand, that so far as the rights and liabilities of B are con-

cerned there is no more reason why lie may not ratify the

written contract than why he might not ratify the same con-

tract if it rested in parol.^ But it is contended, on the other

hand, that one who commits a forgery does not assume to act

as agent of the person whose name is forged ; that the only

conceivable motive for ratification is to conceal a crime; that

the doctrine of ratification does not apply, and the person at-

tempting to ratify is not bound.^ While this conflict exists

as to ratification, it is generally agreed that the doctrine of

estoppel is applicable in cases where the attempted ratification

leads innocent third persons to change their legal position, or

lose or impair their legal rights.^ There is also agreement on

the proposition that no ratification or estoppel on the part of

the principal can deprive the State of the right to prosecute the

wrong-doer for forgery. ^

2. Legal Effects of Ratification.

В§ 45. Ratification is irrevocable.

Ratification bears many analogies to acceptance of an offer.

Among others is the rule that when once the principal has,

with knowledge of the facts, free from mistake or fraud,

adopted the act of the assumed agent as his own, he cannot

afterward withdraw his ratification.^

В§ 46. Effect as between principal and third party.

Ratification relates back to the time of the contract or act

ratified, and the principal and third party are in the same

1 Greenfield Bank v. Crafts, 4 Allen (Mass.), 447; Hefner v. Vaudolah,

62 111. 483; IIo^Yard v. Duncan, 3 Lans. (N. Y.) 174.

2 Henry v. Heeb, 114 Ind. 275; Workman v. Wright, 33 Oh. St. 405;

Shisler v. Vandike, 92 Pa. St. 447 ; Owsley v. Philips, 78 Ky. 517 ; Brook

V. Hook, L. R. 6 Ex. 89 ; INl'Kenzie v. British Linen Co., L. R. 6 App.

Cas. 82.

8 M'Kenzie v. British Linen Co., supra; Casco Bank v. Keene, 53 Me.

103 ; Rudd v. Matthews, 79 Ky. 479; Corser v. Paul, 41 N. H. 24.

* M'Kenzie v. British Linen Co., supra.

* Brock V. Jones, 16 Tex. 461; Jones i-'. Atkinson, 68 Ala. 167; Smith

V. Cologan, 2 T. R. 188 В».

60 FORMATION OF AGENCY

position as if the act has been at that time authorized.^ The

principal becomes immediately liable upon the contract, and

liable as well as lor any fraud committed by the agent in its for-

mation,- or any tort connected with its performance." If it is

merely an act and not a contract which is adopted, the princi-

pal becomes liable for torts committed within the scope of the

act.^ On the other hand, tlic question as to whether the third

person is bound by a ratification without a new assent on his

part depends on the question whether the third person has a

right to recede from the contract before ratification. This has

already been discussed,^ with the result that it seems justifi-

able to say, at least in this country, that the third party is not

bound unless he has, by leaving the contract unrevoked, signi-

fied his willingness to be bound. But, of course, such assent

on the part of the third person would also relate back to the

time of the original contract and create obligations against

liim as of that datc.^

В§ 47. Effect a3 between principal and strangers.

While as between the parties ratification relates back to the

time of the original transaction, it cannot by so doing cut off

the intervening rights of strangers to the transaction. Pur-

chasers of the subject-matter of the contract, attaching credi-

tors, and others who acquire intervening rights in the

subject-matter of the contract, are protected from the effects

of a subsequent ratification.'^

В§ 48. Effect as between principal and agent.

Since ratification is equivalent to prior authority it follows

that the agent after ratification is, if he has fully informed his

1 Fleckner v. Bank of U. S., 8 Wheat. (U. S.) 338 ; Grant v. Beard, 50 N.

II. 120.

2 Nat. Life Ins. Co. v. Mincli, 53 X. Y. 144; Lane v. Black, 21 W. Ya.

617; Fairchild v. Mc:Mahon, 139 N. Y. 290.

' Xim3 I'. Mount Ilermon Boys' School, 160 Mass. 177.

* Dempsey v. Chambers, 154 Mass. 330.

6 Ante, В§ 38.

" AVisconsin v. Torinus, 26 Minn. 1.

•^ Ante, § 42; Wood v. McCain, 7 Ala. 800; Taylor v. Robinson, 14 Cal.

890; McCracken u. City of San Francisco, 16 Cal. 591; Cook v. Tullis, 18

Wall. (L\ S.) 332; Bird v. Brown, 4 Exch. 786.

BY KATIFICATION. 61

principal as to the facts, in the same position as if he had pos-

sessed prior authority to do the acts involved in the transac-

tion. ^ He is no longer responsible unless he would have been

responsible had he done the acts under express authority.*

But the agent must, to excuse himself, not only act in good

faith, but he must also be sure that he is not mistaken as to

the facts communicated. A false statement, whether wilful or