It is not necessary that the agent's authority to act be given before the act is performed, and a principal after the consummation of an act, by one on his behalf, without previous authority, may confirm the act as one made with authority, and the act will be the principal's, and will bind the principal the same as if the agent had full authority at the time the act was performed. Giving full sanction to the act after performance, as if it had been done with authority, is called in law a ratification. The principal, of course, has the election of ratifying, or repudiating, the unauthorized act of the assumed agent. All or any acts of an alleged agent cannot be ratified, to be capable of being ratified the principal on whose behalf the alleged agent acted, must have been, in existence at the time the act was performed, and he must have been a competent principal; the assumed agent must also have acted, as the agent of the principal;12 the act must have been a lawful act, the principal ratifying must have been in possession of all the material facts, concerning the making of the contract,13 and his ratification must have been of the entire contract as made; it could not be of a part only.14 A ratification may be either express, or implied 15. The principal must have present ability to contract at the time of ratification.16 Mere silence, alone, is seldom held to amount to ratification, but in some cases silence of the principal will amount to ratification.17 The time to speak, and the necessity for the same, depends on the circumstances of the case, and the principal who has invested the agent with limited authority, would be more in duty to speak where the agent with limited authority assumes the authority to do that for which he has no authority, the fact being brought home to the principal, than in the case where one without any authority sets himself up as the representative of another. In the latter case the duty to speak, or deny the agency could hardly be deemed so cogent and the force of silence would be much less.

10 Johnson vs. Dodge, 17 I11., 44. 11 Goodwin vs. Francis, L. R. 5, C.

P., 295. 12 Grund vs. Van Vleck, 69 I11., 449;

Roby vs. Cossett, 78 I11., 638.

13 Matthews vs. Hamilton, 23 I11., 470: Ward vs. Williams, 26 I11., 447; Reynolds vs. Ferree, 86 I11., 576.

Judge Story in dealing with silence as implied ratification, says: "Whether silence operates as presumptive proof of ratification depends upon the relation between the parties, and their habits of business, and the usages of trade. In the ordinary course of business between merchants and their correspondents, it is understood to be the duty of one receiving a letter from the other to answer it within a reasonable time and if he does not, it is presumed that he admits the propriety of the acts of his correspondent and confirms and adopts them.,, This presumption, seems now in favor of commerce, to be universally acted on. This principal received the sanction of Roman Law and is of almost world wide recognition.

At the common law a distinction is made between the ratification of acts that are void, and those which are voidable. In the former case, the ratification of the first class would be of no legal effect whatever, while in the latter, the ratification would make the voidable valid,18 the same as if valid in the first instance.19

14 106 I11. App., 443.

15 Hyatt vs. Clark, 118 N. Y., 563.

16 Zottman vs. San Francisco, 20

Cal., 96. 17 Lee vs. Fontaine, 10 Ala., 755.