Before a principal can be bound upon the ground of ratification, it must appear that he had full knowledge of all the material facts affecting his interest in the transaction. Maze v. Gordon, 96 Cal. 61, 30 Pac. 962; Kerr v. Sharp, 83 I11. 199; Rowan v. Hyatt, 45 N. Y. 138; Ferguson v. Gooch, 24 Va. 1, 26 S. E. 397; Williams v. Moore, 24 Tex. Civ. App. 402, 58 S. W. 953; Rosser v. Levi, 210 S. W. 314, - Tex. Civ. App. - . See also Sec. 624.

The ratification of the act of an unauthorized broker makes the principal liable to compensate him for his services. Merrill v. Latham, 8 Colo. App. 263, 45 P. 524; Hoyt v. Tuxbury, 70 I11. 331; Downing v. Buck, 135 Mich. 636, 98 N. W. 388; Dayton v. Am. Steel Barge Co., 73 N. Y. S. 316, 36 Misc. 223. See also Sees. 620, 621.

The same rule holds true where the broker was employed by an unauthorized third party. McKinnon v. Hope, 118 Ga. 462, 45 S. E. 413; Hurt v. Jones, 105 Mo. App. 106, 79 S. W. 486; Charles v. Cook, 84 N. Y. S. 867, 88 App. Div. 81; Lyle v. Bennett, 70 N. Y. S. 283, 34 Misc. 476; Markham v. Washburn, 18 N. Y. S. 355; Graves v. Bains, 78 Tex. 92, 14 S. W. 256; Mc-Cormack v. McCaffery, 74 N. Y. S. 836, 36 Misc. 775; Foss v. N. Y. Cen. & H. R. R. Co., 146 N. Y. Sup. 930, 161 App. Dic. 681; judg. aff'd, 112 N. E. 1059, 217 N. Y. 727. This is especially the case if at the time the principal has knowledge that the broker assumed to act for him. Twelfth St Market Co. v. Jackson, 102 Pa. St. 269; Gillespie v. Dick (Tex. Civ. App. '08), 111 S. W. 664; Suter v. Farmers' Fertilizer Co., 126 N. E. 304, 100 Ohio, 403. 54

In the absence of a contract of employment, it is sufficient that the defendant adopted and ratified the plaintiff's acts. Chilton v. Butler, 1 E. D. Smith (N. Y.), 150; Lawler v. Armstrong (Wash. Sup. '09), 102 P. 775. And such ratification relates back to the making of the contract. Clark v. Van Reinsdeck, 9 Cranch (U. S.), 153; Roby v. Cassitt, 78 I11. 638; Goodell v. Woodruff, 20 I11. 191; Bell v. Byerson, 11 Iowa, 233; Barbour v. Craig, 6 Litt. (Ky.) 213; Myers v. Simmons, 19 La. Ann. 370; Williams v. Mitchell, 17 Mass. 98; Lowry v. Harris, 12 Minn. 255; Baker v. Byrne, 10 Miss. 193; Cowan v. Wheeler, 31 Me. 439; Despatch, etc., v. Bellamy Mfg. Co., 12 N. H. 205; Lyons v. Pyatt, 51 N. J. Eq. 60, 26 A. 334; Como v. PL Henry Co., 12 Barb. (N. Y.) 27; Weisinger v. Wheeler, 14 Wis. 109; Tanker-Clark Realty Co. v. Hedges, 133 P. 609, 24 Idaho, 304; Steven v. Gavin, 90 N. E. 663, 255 I11. 480; Carlson v. Marshall, 174 I11. App. 438; Whitney v. Bissell, 146 P. 141, 75 Or. 28, L. E. A. 1915 D, 257; Harrall v. Bridges,, 162 S. W. 1001, - Tex. Civ. App. - .

A principal, however, is not bound by the ratification of a sale of real estate made by a broker, if the approval was brought about by misstatements of the broker as to the terms of the sale. Rowan v. Hyatt, 45 N. Y. 138; Edwards v. Davidson (Tex. Civ. App. '04), 79 S. W. 48; Halsey v. Monteiro, 92 Va. 581, 24 S. E. 258; Solmson v. Deese, 218 S. W. 657, - Ark. Sup. - .

Although the written agreement entered into by the broker may have been so imperfectly executed as not to bind either of the principals, they both ratified it and became bound by its provisions, by their letters and by the execution and tender of the deed for the premises. Lyons v. Pyatt, 51 N. J. Eq. 60, 26 A. 534; Ettinger v. Weatherhead, 29 Ohio Cir. Ct. E. 137.

A sale of real estate by the owner to a purchaser with whom a broker had unauthorizedly negotiated was not a ratification of the agency of such broker. Loving Co. v. Hesperian Cattle Co., 176 Mo. 330, 75 S. W. 1095; Copeland v. Stoneham Tannery Co., 142 Pa. St. 446, 21 A. 825; Williams v. Moore, 24 Tex. Civ. App. 402, 58 S. W. 953. See also Secs. 415, 618.

In other cases, where the broker negotiated sales in violation of his instructions, and the owner, by correspondence or otherwise, agreed thereto, the acts were ratified. Sleeper v. Murphy,

120 Iowa, 132, 94 N. W. 275; Gelatt v. Ridge, 117 Mo. 553, 23 S. W. 882; Smith v. Schiele, 93 Cal. 144, 28 P. 857; Nesbit v. Helser, 49 Mo. 383; Suydam v. Vogel, 84 N. Y. S. 915; Wood & Tatum Co. v. Basler, 173 P. 1109, - Cal. App. - . See Sec. 429.

Where, by the terms of the contract, a warranty deed should have been executed at a certain time, and about that time a special warranty deed was forwarded to the owner who had executed the contract, by a clerk in the office of one who had authority to collect rents, etc., for the land-owner, the purchaser refused to accept such deed, and the one who had executed the contract returned it to the sender; subsequently a letter was received by the one who had executed the contract stating that the land-owner would execute no other deed, signed with the firm name, one of the names being the same as that of the landowner, but he was not shown to have been a member of the firm. Held, that it not appearing that the owner knew of the contract, no ratification was shown. Topliff v. Shadwell, 64 Kan. 884, 67 P. 545; Stemler v. Bass, 153 Cal. 791, 96 P. 809; Foss Inv. Co. v. Ater, 49 Wash. 446, 95 P. 1017; Larson v. Newman (N. D. Sup. '09), 121 N. W. 202.

A broker procured to be made to himself a deed of land which he was employed to sell, the grantor intending it only as a means of carrying into effect a supposed sale to a third party, but the grantee secretly intending to obtain the land to his own use, and also fraudulently misrepresenting the value of the consideration, which consisted of certificates of stock in mining companies. Held, that the deed was not void, but only voidable, and that if the grantor, who soon learned the facts entitling him to an avoidance, neglected for more than two years to do any act to avoid it, and exchanged the stock for other stocks, he must be taken to have ratified the conveyance, and could not maintain a writ of entry to recover the land. Bassett v. Brown, 105 Mass. 551. Compare Lightcap v. Nicola, 34 Pa. Super. Ct. 189.