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.
The doctrine of ratification in agency applies only to the contracts of one who is an agent or who claims to act as agent. A contract made by one who is not an agent and does not. claim to act as agent cannot be ratified.1 Therefore, by the better reasoning a forgery cannot be ratified,2 though there is authority to the contrary.3 If the party whose name is forged to a contract receives money thereunder he is estopped to deny his liability.4 However, if an agent forges his principal's signature to a certificate of stock, receives the money therefor, deposits it to his principal's account, and then embezzles it, in return for which she received a larger allowance of alimony.) such receipt of money is not a ratification by the principal.5 A principal who accepts the benefits of a contract made for him by a duly authorized agent does not incur liability for the representations of a third person made to the adversary party without the knowledge of the agent.6 If an agent does not disclose the fact of his agency to the person with whom he deals, the principal may nevertheless enforce the contract,7 or may be held liable thereon.8 So if one who is really an agent does not disclose the fact of his agency and exceeds his authority his principal may ratify such contract.9
5 Daniels v. Brodie, 54 Ark. 216; 11 L. R. A. 81; 15 S. W. 467.
6 Andrews v. Robertson, 111 Wis. 334; 54 L. R. A. 673; 87 N. W. 190.
7 Robinson v. Blaker, 85 Minn. 242; 89 Am. St. Rep. 541; 88 N. W. 845.
8 Daniels v. Brodie, 54 Ark. 216; 11 L. R. A. 81; 15 S. W. 467.
9 Schollay v. Drug Co., 17 Colo. App. 126; 67 Pac. 182.
1 Keighley v. Durant (1901), App. Cas. 240; reversing Durant v. Roberts (1900), 1 Q. B. 629; Mer-rit v. Kewanee, 175 111. 537; 51 N. E. 867; Rawlings v. Neal, 126 N. C. 271; 35 S. E. 597; Williams v.
Sterns, 59 O. S. 28; 51 N. E. 439; Backhaus v. Buells, 43 Ore. 558; 73 Pac. 342.
2 Henry v. Heeb, 114 Ind. 275; 5 Am. St. Rep. 613; 16 N. E. 606.: Owsley v. Philips, 78 Ky. 517; 39 Am. Rep. 258; Workman v. Wright, 33 O. S. 405; 31 Am. Rep. 546; Shisler v. Vandike, 92 Pa. St. 447; 37 Am. Rep. 702.
3 Hefner v. Vandolah, 62 111. 483; 14 Am. Rep. 106; Bartlett v. Tucker. 104 Mass. 336; 6 Am. Rep. 240; Central National Bank v. Copp, 184 Mass. 328; 68 N. E. 334; Commercial Bank v. Warren, 15 N. Y. 577.
4 Campbell v. Campbell, 133 Cal. 33; 65 Pac. 134 (forgery of a note).