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.
In addition to liability created originally by the contract of the agent, a principal may be liable by reason of his ratification of an unauthorized contract made by one who assumes to act as his agent, or who is his agent, but who exceeds his authority.1 Thus if a wife signs her husband's name to a note without authority, he is bound thereby if he subsequently ratifies it.2 The principal cannot ratify a contract which he could not have authorized originally. Thus where the principal is an administratrix, she cannot ratify a contract of an agent which she could not have authorized.3 The principal has a reasonable time to ascertain the facts and return what he has received under such contract.4 Delay beyond a reasonable time amounts to acquiescence.5 Ratification once made with full knowledge of facts prevents subsequent disaffirmance.6 Since this is properly a ratification, no new consideration is necessary.7 Mere omission to discharge the agent for other alleged misconduct is not ratification,8 nor is a repudiation of the contract for an erroneous reason.9
18 Dieckman v. Weirich (Ky.), 73 S. W. 1119.
19 Florida, etc.. R. R. v. Ashmore, 43 Fla. 272; 32 So. 832.
20 Chandler v. Franklin, 65 S. C. 544; 44 S. E. 70.
21 Robinson v. Lowe, 50 W. Va. 75; 40 S. E. 454.
1 Avakian v. Noble, 121 Cal. 216; 53 Pac. 559; Lynch v. Smyth, 25 Colo. 103; 54 Pac. 634; W. H. H. Peck Co. v. Gordon, 112 Mich. 487; 70 N. W. 1034; Hunter v. Cobe, 84 Minn. 187; 87 N. W. 612; In re Soulard's Estate, 141 Mo. 642; 43
S. W. 617; Kelly v. Thuey. 143 Mo. 422; 45 S. W. 300; reversing in banc, 37 S. W. 516; Daughters of American Revolution v. Schenley, 204 Pa. St. 572; 54 Atl. 366: (Supreme Assembly, etc.) Good Fellows v. Campbell. 17 R. I. 402; 13 L. R. A. 601; 22 Atl. 307; Knights of Pythias v. Cogbill, 99 Tenn. 28; 41 S. W. 340; Richmond, etc., Co. v. Ry. Co.. 95 Va. 386; 28 S. E. 573; McDermott v. Jackson, 97 Wis. 64; 72 N. W. 375.
2 Hewling v. Wilshire (Ky.), 61 S. W. 264.