This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
If the fraud is not discovered until performance has begun, and if performance has progressed so far that it is not practicable to repudiate the contract, the continuance of performance with knowledge of the facts does not amount to ratification.1 This principle applies where the fraud is discovered during performance, and it is impracticable, without great loss to the party guilty of fraud, to stop performance.2 If A has sold a going business to B by fraudulent representations, B's conduct in continuing such business while his action to recover the consideration paid by him is pending, does not amount to ratification.3 A agreed to drive logs for B, and B fraudulently represented that they did not exceed a certain number. After the logs were in the river and the drive was in progress, A discovered that they greatly exceeded such" number. It was held that his completing performance did not waive his right to recover for the excess amount.4 If the thing of value which has been received by the defrauded party is of such sort that its value would be seriously depreciated if it were abandoned by such party, his conduct in so acting as to preserve its value as far as possible does not amount to ratification.5
5 Pelham v. Chattahoochee Grocery Co., 146 Ala. 216, 8 L. R. A. (N.S.) 448? 41 So. 12.
6 Coles v. Union Terminal Ry Co., 124 la. 48, 99 N. W. 108. 7 Dean v. Yates, 22 0. S. 388.
• Talcott v. Friend, 179 Fed. 676, 103 C. C. A. 80, 43 L. R. A. (N.S.) 649.
1 Clark v. Wells, 127 Minn. 353, L. R. A. 1916F, 476. 149 X. W. 547; Waite v. Shoemaker, 50 Mont. 264, 146 Ac.
736; Sell v. Mississippi River Logging Co., 88 Wis. 581, 60 N. W. 1065.
2 Clark v. Wells, 127 Minn. 353, L. R. A. 1916F, 476, 149 N. W. 547; Waite v. Shoemaker, 50 Mont. 264, 146 Ac. 736; Sell v. Logging Co., 88 Wis. 581, 60 N. W. 1065.
3 Clark v. Wells. 127 Minn. 353, L. R. A. 1916F, 476, 149 N. W. 547.
4 Sell v. Logging Co., 88 Wis. 581, 60 N. W. 1065.