But a person cannot ratify an unauthorized act which was done by the agent in his own name and be half. Thus where A is authorized to buy wheat on the joint account of himself and B, with a limit as to price, and A, intending to buy on the joint account of himself and B, and expecting that B will ratify the contract, but not disclosing such intention to the seller, enters into a contract in his own name to buy at a price in excess of the limit, B cannot ratify the con tract.' We have said that a person may ratify any act which is not radically void. Bowstead asserts that : Every act, whether lawful or unlawful, which is capable of being done by means of an agent, except an act which is in its inception void, is capable of ratification by the person in whose name or on whose behalf it is done.
As an example, he cites a case where A, an agent of a corporation, assaults B on its behalf. The cor poration ratifies the assault. The corporation was held civilly liable to B for the assault.' But such cases are exceptional, and it may be laid down as a general rule that illegal acts and contracts may not be ratified. Thus, if A signs B's name to a note, in tended to defraud, A has committed the crime of forgery. The signature is void ab initio. B cannot ratify the signature.' Tho if B, knowing of the forgery, leads a third party to believe that it is his signature, and the third party is, as a result, induced to act upon such representation to his loss, B will not be heard to set up that the signature is a forgery if the third party sues him upon it.' In some of the American states, however, a forged signature may be ratified. But it has been held by the Supreme Court of Canada that a forgery cannot be Rati fication of a forged signature must be distinguished from that of an unauthorized signature made by the agent without intent to defraud. Such a signature, the principal may ratify.
11. Conditions necessary for per son who ratifies an unauthorized act must, at the time of ratification, know all the material circumstances surrounding the act, unless he takes the risk incident to incomplete knowledge. Thus, if a bailiff wrong fully seizes and sells goods and pays the proceeds to his principal, the principal will not be bound unless he knew of the irregularity—unless he intended to assume any risk. If his agent makes a contract that is void, the principal is not held to have ratified if he is in good faith and is not aware that it is avoid able. But if an act, to be valid, must be done within a certain time, the ratification should take place also within such time, at least in so far as concerns a third party who would otherwise be prejudiced. The rati
fication should follow the act or contract within a rea sonable time.
12. Ratification express or implied.—Ratification may be express or implied. It will be implied when the principal's conduct leads to the belief that he has ratified or intends to adopt or recognize the act. Where an agent exceeds his authority, even the silence or acquiescence of the principal may be sufficient evi dence of his intention. If he adopts part of the act, he will be held to have adopted and ratified it in its entirety. Ordinarily, the ratification of a written con tract need not be in writing; tho if an agent unau thorized executes a formal deed, the ratification should be by a deed. Directors of a company may ratify acts of agents if they have the authority to do so; otherwise the ratification of the shareholders may be sought. The shareholders may ratify acts ultra tires of directors if intra Tires of the company.
13. Scope of agent's nature and extent of an agent's authority to act may be defined by a formal deed or an informal writing or by oral instructions. Where an agent has had a course of dealings with third parties, the scope of his authority may be deduced therefrom; it may also be inferred from the circumstances surrounding the transaction, from the custom of trade, or the conduct of the prin cipal himself. Thus, if A has usually or frequently employed B to purchase goods for him and has cus tomarily ratified B's acts in this respect, B becomes his implied agent for all acts done within the appar ent scope of his authority. Where the scope of the agent's authority is defined in writing, it will gen erally be easy to deal with him within the terms of his authority; it will be more difficult where his powers can only be inferred. In either case, in any impor tant transaction, too careful inquiry cannot be made as to the extent of the agent's mandate.
Even where the authority is expressly given, there may be uncertainty if it is given in words of uncer tain or ambiguous meaning; or if doubt arises as to the implied powers which ordinarily would be col lateral to the express powers. If the authority is ex press, and the agent acts strictly within its terms, the principal will be bound, tho the agent may have acted with an eye to his own rather than to his principal's interest.