The bank may ratify an act which it could have authorized, and even those acts, which are ultra vires in the sense of being merely beyond the corporate power,1 it may ratify. This ratification may be express, or may be implied from long acquiescence or delay in objecting, or by the retention of a benefit received under the unauthorized contract, or by insisting upon it as valid. This species of ratification is in the nature of an estoppel. Cases where the act is held authorized by a course of dealing might be called a species of ratification.2 But leaving out these latter cases, and considering the other instances mentioned, it is plain that in the case of an express ratification the proof can never be difficult. The action of the board of directors or of any other officers competent to act determines the fact. In cases of implied ratification the existence of the fact is to be deduced from circumstances. A long delay or failure to object to an unauthorized act will estop the corporation, especially where the other party has altered his situation with reference to the matter.3 The reception of a benefit by the corporation will estop the corporation from objecting.4 Thus if the corporation retains the consideration received for a deed, it cannot object that the officer was unauthorized to make the deed.5 Even if the officer deceived

1 See Sec. 33, ante, for many cases of this nature.

2 See Sec. 105, ante.

3 Peninsular Bank v. Hanmer, 14 Mich. 208; Bank of Pa. v. Reed, 1 Watts & S. 101; Parker v. Donelly, 4 W. Va. 648; Kelsey v. Nat. Bank of Crawford Co., 69 Pa. 426. One case says want of objection alone not sufficient. Tiff t v. Quaker City Bank, 8 Pa. Co. Ct. R. 606. But that is not an accurate statement.

4 Peninsular Bank v. Hanmer, 14 Mich. 208; Tradesmen's Nat. Bank v. Bank of Commerce, 39 N. Y. Supp. 534;; Gold beck v. Kensington Nat. Bank, 147 Pa. 267; Merchants' Nat.

Bank v. McAnulty, 31S. W. R. 1091; Bank of New London v. Ketcham, 64 Wis. 7; Johnston-Fife Hat Co. v. National Bank, 4 Okl. 17, where the bank received the benefit of a swindling conspiracy; Manhattan Life Ins. Co. v. Farmers' Bank, 10 Blatch. 344; Hughes v. First Nat. Bank, 110 Pa. 428; Owens v. Stapp, 32 111. App. 653; Johnston v. Southwestern Bank, 3 Strob. Eq. 263; Cutting v. Marlor, 78 N. Y. 454; Hawkins v. Fourth Nat. Bank, 49 N. E. R.957.

5 Akers v. Ray Co. Bank, 63 Mo. App. 316.

the bank, and the bank retains the benefit of his act, it is liable for the act as authorized.6 For although ratification must be with knowledge,7 yet where it retains a benefit it will not be heard to say it had not knowledge. "Where a bank receives and keeps the sum or consideration paid for an extension of payment on its claim, it ratifies the extension though unauthorized.8 So where the bank retains the money derived from the unauthorized pledge of another corporation's securities, it must answer to that corporation for the securities.9 On the same principle, if the corporation attempts to enforce an unauthorized contract, it binds itself to the contract.10 It cannot approbate and reprobate in the same breath. If the bank protests a draft received for collection, it ratifies the receipt for collection.11 It was held in the case of a town treasurer, who was also cashier of a bank, and who drew a note as town treasurer and signed it as such, but discounted it to his bank for his own individual profit, that the bank by bringing suit on the note ratified its cashier's fraud.12 Whenever a ratification is shown in this manner it amounts to a prior authority.13 There are other cases which may be called cases of ratification. Thus a cashier pledged bonds of the customer deposited for safe keeping with the bank. The pledge was for the benefit of the bank and the pledgee acted in good faith. The cashier afterwards got the bonds back by a fraud, and it was held that the bank could not object to the pledgee's title while it retained the bonds and ratified the cashier's fraud.14 Two cases that are at first glance irreconcilable decide the effect of a cashier's act in receiving money into the bank and then wrongfully passing it out. Thus the president of a bank discounted his notes to another bank, claiming that his bank would not pay the notes. The money was deposited with his bank to the president's credit. It was held that the bank was not liable for the loan, as there was no evidence that it retained the proceeds. It was simply the medium of transference.15 In the other case the vice-president made a loan in the bank's name and the money was put to the bank's credit and the cashier notified. The vice-president thereupon caused the cashier to put the money to his (the vice-president's) credit, and he used the money for private purposes. It was held that the bank having received the money was liable.16 A yet different case was caused by the astute operation of a couple of tellers and a broker. The paying teller of the first bank was short in his accounts. A complaisant broker drew a check on the first bank. The paying teller marked it good. Then the broker took the check to the teller of a second bank, who cashed it. The broker took the money to the paying teller of the first bank, who deposited it amongst his cash. It was held that the second bank could recover the money from the first bank- The first bank by retaining the money ratified the fraud.17

6 Kennedy v. First Nat. Bank, Fed. Cas. No. 7701a.

7 Western Nat. Bank v. Armstrong. 152 U. S. 346.

8 Perkins v. Bank of La., 5 La. Ann. 222.

9 Fishkill Sav. Inst. v. Bostwick, 80 N. Y. 162. It cannot deny an officer's authority to make a loan for it, where it receives the money upon the loan. Blanchard v. Commercial Bank, 75 Fed. R. 249.

10 Wilson v. Pauly, 72 Fed. R 129, 87 U. S. App. 642; Planters' Bank v. Sharp, 4 Smedes & M. 75; Le Grande Nat. Bank v. Blum, 27 Oreg. 215.

11 Averell v. Second Nat. Bank, 6 Mackey, 358.

12 First Nat Bank v. Milford, 36 Conn. 93. This case is put on the wrong ground. The cashier alone acted for both parties. The bank had notice of the lack of authority of town treasurer. See note 3, Sec. 106, ante.

13 See preceding note.