Express ratification consists in supplying the lack of authority by writing or orally.
Ratification may be expressly made. The principal might ratify by express statement in order to supply the original defect, or because he did not care to insist on the lack of authority.
Ratification, however, is in most cases a fact to be discerned from the circumstances. We will now inquire what conduct constitutes ratification.
Silence may be ratification. The general rule is that a principal must disclaim within a reasonable time after fully informed of all the facts.
That silence or reiusal to disclaim, may constitute ratification is conceded by all of the authorities. Some draw a distinction between cases in which an agent merely exceeds his authority and those in which the supposed agent has no authority, holding that in the former case, he must affirmatively disclaim, while in the latter silence in itself will not in law constitute ratification, although it may be evidence thereof.31 But other cases disparage this distinction as being without merit.32 Practically, the only safe rule for a principal to follow who would not be bound on something volunteered in his behalf is to disclaim at the earliest opportunity.
28. Reese v. Medlock, 27 Tex. 120.
29. Hawkins v. McGroarty, 110 Mo. 546.
30. Reese v. Medlock, supra.
One who with knowledge of the facts accepts the benefits of an act done in his behalf will be held to have ratified the act as a whole. He cannot enjoy the benefits without assuming the burdens.
The most common instance of ratification is that afforded where the principal receives and enjoys the benefit of the act. If the acceptance is accidental or under a mistake of fact the principal will not be bound, but he cannot knowingly accept the benefits of the contract and not be bound upon the whole contract as made.
Example 8. A in P's behalf makes a lease of P's property to T. P receives the rent a considerable period of time, but then deciding that the lease is not good enough, seeks to set it aside on the ground A had insufficient authority. Held, that P had ratified the act by receipt of the rents.33
If the principal is in ignorance of the facts, as we have heretofore considered, there is no ratification.
The question arises whether a retention of the benefits after he has discovered facts which he did not know at the time of the receipt of the benefits will constitute ratification. And it is held that such retention is ratification if the principal can return them without injury, but if he cannot, such retention will not be a ratification. Example 9. P authorized A to obtain from T a release of T's interest in certain land. The agent obtained the release, but agreed, without authority, that P should assume a debt of T. P afterwards sold the land, not knowing of the assumption of the debt. Held, that there was not ratification in the failure to disaffirm.34
31. Ward v. Williams, 26 111. 447.
32. Union Gold Mining Co. v. Rocky Mt. Nat. Bk., 2 Col. 248.
33. Hyatt v. Clark, 118 N. Y. 569.
Ratification of an agent's act may consist in suit brought by the principal upon the contract.
Suit may constitute ratification if the suit is based upon the contract made by the agent.
Example 10. P authorizes A to sell goods as a traveling salesman, and furnishes him a sample. A sells the sample to T, and receives the money with which he absconds. P sues T for the price of the sample. Held, that while A had no authority to sell the sample, P's suit upon the contract made by A was a ratification of A's authority to sell; if A had authority to sell and deliver possession, he had authority to receive the price. Hence P cannot recover. What P should have done was to repudiate A's authority to sell and demand the sample, or sue in tort for its value. In that case T's payment to P would be no defense.35
Ratification relates back and takes the place of original authority. Having established the fact of ratification the same results follow that exist where prior authority is conferred.
34. Martin v. Hickman, 64 Ark. 217.
35. Bailey v. Pardridge et al., 134 111. 188; 27 N. E. 89.
Ratification relates back and supplies what was lacking. All the results then follow that would have followed had there been original authority; the principal becomes bound upon the contract; the agent is not bound; the agent has the right against his principal and the principal against the agent that would have otherwise existed.
We have already noticed how a ratification of a part of an act is a ratification of the entire act.
Ratification once made cannot be withdrawn.
One cannot with knowledge of the facts ratify and then change his mind. Upon his ratification a contract arises and exists between the parties, and he cannot afterwards undo that contract. He is bound upon it. One can no more revoke a contract effective through ratification than he can revoke any other contract after it is made.