A principal who accepts the benefits of a contract made on his behalf by his au thorized agents is responsible for the fraud ulent representation of the agent, although made without authority ; Barnard v. Iron Co., 85 Tenn. 139, 2 S. W. 21; Continental Ins. Co. v. Ins. Co., 51 Fed. 884, 2 C. C. A. 535 ; and a person who has adopted a sale made by his agent, and receives the benefit of •t, takes the sale with all the burdens created by false representations of the agent; Riser v. Walton, 78 Cal. 490, 21 Pac. 362 ; A]bitz v. R. Co., 40 Minn. 476, 42 N. W. 394; Ehrsam v. Mahan, 52 Kan. 245, 34 Pac. 800 ; Akberg v. Brewing Co., 65 Hun 182, 19 N. Y. Supp. 956 ; and a principal must adopt the acts of his agents as a whole ; Rogers v. Hardware Co., 24 Neb. 653, 39 N. W. 844 ; E. 0. Stanard Mill. Co. v. Fowler, 46 La. Ann. 315, 15 South. 16. A ratification by a principal of an unauthorized contract made by his agent, relates back to the beginning of the transaction; Russ v. Telfener, 57 Fed. 973 ; and a principal having the right to dis affirm acts of an agent must do it promptly, and if not done within a reasonable time ratification will be presumed ; Indianapolis Rolling Mill v. R. Co., 120 U. S. 256, 7 Sup.
Ct. 542, 30 L. Ed. 639. There can be no rati fication by a principal of the acts of his agent, where he has no knowledge of such acts ; Taliaferro v. Bank, 71 Md. 200, 17 Atl. 1036 ; Beebe v. Life & E. Ass'n, 76 Ia. 129, 40 N. W. 122.
The principal is not, in general, liable to a 'criminal prosecution for the acts or mis deeds of his agent, unless he has authorized or co-operated in such acts or misdeeds ; Story, Ag. § 452 ; 1 Mood. & M. 433. He is, however, civilly liable to third persons for the misfeasance, negligence, or omission of duty of his agent in the course of the agen cy, although he did not authorize or know of such misconduct, or even although he for bade it ; Story, Ag. § 452; Hunter v. Machine
Co., 20 Barb. (N. Y.) 507 ; Southwick v. Estes, 7 Cush. (Mass.) 385; Ewing v. Shaw, 83 Ala. 333, 3 South. 692 ; City Nat. Bank of Birmingham v. Dun, 51 Fed. 160; Halsell v. Musgrave, 5 Tex. Civ. App. 476, 24 S. W. 358; and he is liable for the injuries and wrongs of sub-agents who are retained by his direction, either express or implied; Story, Ag. § 454; 1 B. & P. 409. But the responsi bility of the principal for the negligence or unlawful acts of his agent is limited to cases properly within the scope of the agency. Nor is he liable for the wilful acts of his agent whereby damage is occasioned to an other, unless he originally commanded or subsequently assented to the act ; Paley, Ag. 298, 299 ; Story, Ag. § 456; Inhabitants of Lowell v. R. R. Corp., 23 Pick. (Mass.) 25, 34 Am. Dec. 33; Church v. Mansfield, 20 Conn. 284. Strict compliance with the in structions of a principal by the agent is a condition of exemption of the agent from • lia bility ; Bank of British North America v. Cooper, 137 U. S. 473, 11 Sup. Ct. 160, 34 L. Ed. 759.
There is a general presumption that an agent has disclosed to his principal all facts which come to his knowledge in the course of the agency, and this presumption re mains in force so long as the agent acts within the scope of his employment in good faith for the interest of the principal ; Dun can v. Jaudon, 15 Wall. (U. S.) 165, 21 L. Ed. 142; v. Beneficial Ass'n, 139 Pa. 214, 20 Atl. 1047, 11 L. R. A. 564 ; Hyatt v. Clark, 118 N. Y. 563, 23 N. E. 891; but if he forms the purpose of dealing with the principal's property for his own benefit or that of some one else opposed in interest, his subsequent action based upon such purpose is considered to be in fraud of the rights of the principal, and the presumption no longer prevails; Henry v. Allen, 151 N. Y. 1, 45 N.