As to the form to be observed in the execu tion of an authority, where an agent is au thorized to make a contract for his principal in writing, it must, in general, be personally signed by him ; but in the name of the prin • cipal and not merely in the attorney's name, though the latter be described as attorney in the instrument ; Fowler v. Shearer, 7 Mass. 19; Buffalo Catholic Institute v. Bit ter, 87 N. Y. 250. But it matters not in what words this is done, if it sufficiently ap pear to be in the name of the principal. "For A B" (the principal), "C D" (the at torney) has been held to be sufficient ; Story, Ag. § 153 ; Clark & Skyles, Ag. 679, § 296; Hunter's Adm'rs v. Miller's Adm'rs, 6 B. Monr. (Ky.) 612; Tucker Mfg. Co. v. Fair banks, 98 Mass. 105 ; Wamb. Cas. 614. The strict rule of law in this respect applies, how eter, only to sealed instruments; and the rule is further modified, even in such cases, where the seal is not essential to the validi ty of the instrument ; Story, Ag. §§ 148, 154; New England M. Ins. Co. v. De Wolf, 8 Pick. (Mass.) 56.
Where a person acts merely as agent of another, and as such signs papers, an ex press disclosure of his principal's name on their face or in the signature is not essential to protect him from personal liability to a party having full knowledge of the facts; Metcalf v. Williams, 104 U. S. 93, 26 L. Ed. 665 (a check signed "W. G. Williams, V. Pres't"), where it was held that the ordinary rule is that if a person merely adds to his signature the word "Agent," "Trustee," "Treasurer," without discloSing his principal, he is personally bound. The appendix is a mere descriptio persona. But if he be in fact such "agent" etc. of some principal, the instrument will be given the same effect as was given to it by the parties themselves. In Kean v. Davis, 21 N. J. L. 683, 47 Am.1 Dec. 182, a bill was signed "J. K., Pres. etc." It was held that parol proof was admissible to show that the bill was a company bill. One who signs as "A, Secretary of X Co.," binds himself, but evidence of the under standing of the parties is admissible if the suit is between the original parties ; Janes v. Bank, 9 Okl. 546, 60 Pac. 290. The cases are, however, conflicting.
An authority must be executed within the Period to which it is limited ; 4 Campb. 279.
The business of the agency may concern either the property of the principal, of a third .person, of the principal and a third person, or of the principal and the agent, but must not relate solely to the business of the agent. A contract in relation to an il legal or immoral transaction cannot be the foundation of a legal agency ; Liverm. Ag. 6. 14.
Agency created by ratification of acts pre riousty done. The agency must be antece dently given, or subsequently adopted ; and in the latter case there must be an act of recognition, or an acquiescence in the act of the agent from which a recognition may be fairly implied; 2 Kent 614. If, with full knowledge of what the agent has done, the principal ratify the act, the ratification will be equivalent to an original authority,—ac cording to the maxim, omnis ratihabitio re trotrahitur et mandato ceguiparatur; Paley, Ag. 172; 4 Ex. 798. The ratification relates
back to the original making of the contract ; 31 L. J. Ex. 163; Russ v. Telfener, 57 Fed. 973 ; except as to intermediate vested rights ; Fowler v. Pearce, 49 III. 59 ; Norton v. Bull, 43 Mo. 113. It must be ratified in its en tirety ; Elwell v. Chamberlin, 31 N. Y. 611; Krider v. College, 31 Ia. 547 ; Rogers v. Hardware Co., 24 Neb. 653, 39 N. W. 844; E. 0. Standard Milling Co. v. Flower, 46 La. Ann. 315, 15 South. 16; and subject to the charges imposed by the agent; 9 H. L. C. 391. If the principal accepts the benefit of a contract, he is responsible for the fraud ulent representations of the agent, although made without authority ; Barnard v. Iron Co., 85 Tenn. 139, 2 S. W. 21; Riser v. Wal ton, 78 Cal. 490, 21 Pac. 362 ; Murray v. Mayo, 157 Mass. 248, 31 N. E. 1063 ; Wheeler & Wilson Mfg. Co. v. Aughey, 144 Pa. 398, 22 Atl. 667, 27 Am. St. Rep. 638.
Ratification will, in general, relieve the agent from all responsibility on the contract, when he would otherwise have been liable; 2 Br. & B. 452. See Ballou v. Talbot, 16 Mass. 461, 8 Am. Dec. 146; Rossiter v. Ros siter, 8 Wend. (N. Y.) 494, 24 Am. Dec. 62. See ASSENT ; Ayliffe, Pand. *386; 18 Viner, Abr. 156 ; Story, Ag. 239. See, generally, 25 Am. Law Rev. 14; AGENCY.
A principal having the right to disaffirm acts of an agent must do it promptly, and if not done within a reasonable time ratifica tion will be presumed ; Indianapolis Rolling Mill v. R. Co., 120 U. S. 256, 7 Sup. Ct. 542, 30 L. •Ed. 639. The principle of ratification by laches or delay is applicable to a munici pal corporation, such as a county ; Boone Co. v. R. Co., 139 U. S. 684, 11 Sup. Ct. 687, 35 L. Ed. 319.
An infant is not, in general, liable on his contracts; but if, after coming of age, he ratify the contract by an actual or express declaration, he will be bound to perform it, as if it had been made after he attained full age. The ratification must be voluntary, de liberate, and intelligent, and the party must know that without it he would not be bound ; Hinely v. Margaritz, 3 Pa. 428; see Martin v. Mayo, 10 Mass. 137, 6 Am. Dec. 103; Gay v. Ballou, 4 Wend. (N. Y.) 403, 21 Am. Dec. 158 ; and now in England must be in writing. But a confirmation or ratification of a con tract may be implied from acts of the in fant after he becomes of age, as, by enjoy ing or claiming a benefit under a contract he might have wholly rescinded; Barnaby v. Barnaby, 1 Pick. (Mass.) 221; and an in fant partner will be liable for the contracts of the firm, or at least such as were known to him, if he, after becoming of age, confirm the contract of partnership by transacting business of the firm, receiving profits, and the like ; Salinas v. Bennett, 33 S. C. 285, 11 S. E. 968; but his mere failure to disaffirm a conveyance on coming .of age, without some positive and clear act of affirmation, will not amount to a ratification; Hill v. Nelms, 86 Ala. 442, 5 South. 796; Hoffert v. Miller, 86 Ky. 572, 6 S. W. 447. See INFANT.