12 The law of agency.

plaintiffs that Roberts had, when he made the contracts,

Intended to act on joint account of himself and Keighley..

Maxsted & Company ; and that the latter, having sub-

sequently ratified the contracts, were liable upon them.

Collins and Romer, L.J.J., Smith, L.J., dissenting, held

that when a contract is made by a person who intends to

contract on behalf of another, but has no authority to do

so, it may be ratified by that other, although the person

who made the contract did not profess, at the time he

made it, to be acting on behalf of a principal.

Upon these grounds the Court granted a new trial.

Although in the course of this appeal a great number

of cases, in which the point of law in question had been

raised, were mentioned and discussed, Collins and Romer,

L.J.J., came to the conclusion that the point had never

been actually decided before, and that they were therefore

bound to decide this case in accordance with the general

principles of the law of agency. Smith, L.J., on the con-

trary, held that the point in question had been for a long

time settled, and that many judges had decided, that

a contract made by an unauthorized agent can only be

ratified by another, if such contract purports or professes

to have been entered into on behalf of that other, or if the

unauthorized agent, when he entered into the contract,

assumed to be inakino- it on behalf of that other.

Considering the number of cases which were discussed

In this appeal, it is somewhat remarkable that the com-

paratively recent one of Marsh v. Joseph (1897), 1 Ch. 213.

C. A., & 75 L. T. 558, was never mentioned : for, in deliver-

Ing the united judgment of the Court of Appeal in that case,

Lord Russell, C.J., said ; " To constitute a binding adoption

of acts a priori unauthorized, these conditions must exist —

(i.) The acts must have been done for and in the name

of the supposed principal. . . ."

Now, though by reason of the facts proved in the case,

the words, "The acts must have been done for and in the

FORMATION OF AQENGY. 13

name of the supposed principal," seem to have been, strictly-

speaking, merely "obita dicta," and not essential to the

decision of the Court, still the principle therein stated was

laid down in such general and decided terms that, it is

submitted, the case would if cited, very materially have

strengthened the contention of the defendants in Durant

в– d- Company v. Roherts d- KeigJdey, Maxsted d Company,

uhi swpra.

(6) A principal's ratification of an unauthorized agent's

act is only binding and valid if, at the time of ratification,

such principal either had a full knowledge of the character

of the act ratified, or else ratified it in such an unqualified

manner as to show that he intended to take upon himself

the responsibility of such act, whatever it might be.

Phosphate of Lime Company v. Green (1871), L. R. 7 C. P.