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 party who did not make the alteration may, if he choose, ratify it.1 This principle has been applied to negotiable instruments such as promissory notes2 and to leases.3 If the party against whom liability is sought to be enforced has full knowledge of the facts, he may ratify an alteration of a simple contract by express acquiescence therein,4 as by express promise to pay the note as altered,5 or by making part payment on the altered instrument,6 or by paying interest,7 or even by failure to disavow within a reasonable time after learning of the alterations.8 If the party against whom liability is sought to be enforced does not know of the alteration his conduct does not amount to a ratification.9 Thus an offer to renew and pay an altered note10 or part payment of such altered note,11 is not ratification if made without knowledge of the fact of alteration. Sealed instruments stand on a somewhat different footing. In some jurisdictions the old rule that authority to execute a sealed instrument must be under seal is still in force. Where this rule obtains it follows necessarily that a ratification not under seal is ineffective in case of an alteration in a sealed instrument.12 In other jurisdictions a sealed instrument may be executed or modified by authority not under seal. Where this rule obtains an oral ratification will validate an alteration in a sealed contract.13 Thus an offer to pay a bond and request for an extension of time, with knowledge of the alteration14 waives the right to treat such alteration as a ground of discharge.
5 Bowman v. Mitchell, 79 Ind. 84; Tate v. Fletcher, 77 Ind. 102; Walton Plow Co. v. Campbell. 35 Neb. 173; 16 L. R. A. 408; 52 X. W. 883; Hocknell v. Sheley, 66 Kan. 357; 71 Pac. 839. Contra, Hoffman v. Molloy, 91 Mo. App. 367; Smith v. Smith, 27 S. C. 166; 13 Am. St. Rep. 633; 3 S. E. 78; Ply-ler v. Elliott, 19 S. C. 257.
1 Lane v. Ry., - Ida. - ; 67 Pac. 656; Martin v. Ins. Co., 101 N. Y. 498; 5 N. E. 338.
2 Steeley's Creditors v. Steeley (Ky.), 64 S. W. 642.
1 Barnsdall v. Boley, 119 Fed. 191; Goodspeed v. Cutler, 75 111.
534; Prouty v. Wilson, 123 Mass. 297; Jacobs v. Gilreath, 45 S. C. 46; 22 S. E. 757; Marks v. Schram, 109 Wis. 452; 84 X. W. 830.
2 Pulliam v. Withers.' 8 Dana (Ky.) 98; 33 Am. Dec. 479; Wester v. Bailey, 118 X. C. 193; 24 S. E. 9; Matlock v. Wheeler. 29 Or. 64: 43 Pac. 867; Marks v. Schram, 109' Wis. 452; 84 X. W. 830.
3 Barnsdall v. Boley, 119 Fed. 191.
4 Wester v. Bailey. 118 N. C. 193; 24 S. E. 9.
5 Goodspeed v. Cutler, 75 111. 534; Marks v. Schram, 109 Wis. 452; 84 N. W. 830.