Sec. 111. Ratification By Implication

Where a party knows that the services were being offered by a broker who expected pay, the acceptance of the services by the principal implies an agreement for the employment.24 If the owner has so conducted himself that the broker, acting fairly, had the honest belief that a lawful request had been made to him by the owner to render services as a broker in the sale of the owner's real estate, and if the broker, acting on such request, rendered such services, then the law would imply a promise by the owner to pay to the broker what the services were reasonably worth.

Or, if the broker, without having been requested so to do, rendered services as a broker in the sale of the owner's real estate, under circumstances indicating that he expected to be paid therefor, and the owner, knowing such circumstances, availed himself of the benefit of those services, then the law would imply a promise by the owner to pay to the broker what those services were reasonably worth.25 Nor is an express promise to pay commissions necessary. If the services were requested and a sale results from the broker's efforts, the law implies the promise to pay.26

24 Ballentine v. Boone, 130 Mo. App. 616 (1908).

25 Weinhouse v. Cronin, 68 Conn. 253 (1896).

26 Jones v. Moore, 30 Ky. Law Rep. 603 (1907).

But the principle that, when a party knowingly and without objection permits another to render services for him, the law implies a promise to pay what the same are reasonably worth, applies only when one knows that services are being rendered for Mm, and does not apply where the vendor may assume that the broker was acting for the purchaser.27

Sec. 112. Ratification Must Be With Full Knowledge Of Facts

"Whatever may be the rule in cases where the rights of third persons are involved, as between the immediate parties to the transaction, ratification implies a conscious and intended approval of the act done. It rests upon the actual and existing purpose to make such approval; and to meet this requirement it must be made with full knowledge of all the facts.28 * * Before one is called upon to ratify any unauthorized transaction which has been undertaken for him he is entitled to have all the facts put before him, and then he is entitled to a reasonable time in which to act before he can be compelled to take his position with regard to the transaction. (Hopkins v. Clark, 7 App. Div. (N. Y.) 207, 213, and authority there cited.)" 29

Before ratification of the broker's acts can be inferred, knowledge of the facts on the principal's part must be shown.30 "It is essential to the ratification by the principal of the unauthorized acts of his agent, or of another, that he should know what were the acts of him who assumed to act as his agent, for there can be no ratification of unauthorized acts without knowledge of them. Therefore, when an agent assumes to enter into a contract which is not authorized by his agency, before his principal can be said to have ratified it, it must be proved that he knew, or was charged with knowledge, of the facts regarding the transaction and the terms of such contract."31

27 Downing v. Buck, 135 Mich. 638 (1904).

28 Citing Glenn v. Garth, 133 N. Y. 18, 35.

29 Burnham v. Lawson, 118 App. Div. 391 (N. Y. 1907). 3o Maze v. Gordon, 96 Cal. 61 (1892).

Knowledge of the facts, however, must not be confounded with knowledge of the legal effect of the facts. Where, for instance, a party knows the contents of a paper, and that the same was executed by his agent in his (the principal's) name, it is not necessary that the principal should be informed of the legal effect of those facts.32

If a party has the right to disaffirm an act of a supposed agent, the number of grounds upon which disaffirmance may be placed is immaterial. The agent's action, if unauthorized, does not bind the principal unless and until by some act of ratification he binds himself. By ratifying, he waives any right to disaffirm upon any ground, known or unknown. An agent is presumed to have disclosed to his principal, within a reasonable time, all of the material facts that came to his knowledge while acting within the scope of his authority. After the lapse of sufficient time, the principal is presumed to have acted with knowledge of all the acts of his agent in the line of his agency.33

łą Sterling v. De Laune, 105 S. W. 1169 (Tex. 1907).

32 Clark v. Hyatt, 118 N. Y. 567 (1889).

33 Clark v. Hyatt, 118 N. Y. 568, 569 (1889).