A board of directors may ratify the un authorized execution of a promissory note by the secretary and bind the corporation when it has authority to borrow money and ex ecute securities therefor; Nebraska & K. Farm Loan Co. v. Bell, 12 U. S. App. 699, 58 Fed. 326, 7 C. C. A. 253 ; and the bringing of a suit by a limited partnership upon a contract made by its agents without proper authority, though not ultra vtres, is a ratifi cation of its terms ; Park Bros. & Co. v. Mfg. Co., 6 U. S. App. 26, 49 Fed. 618, 1 C. C. A. 395.
A principal cannot ratify the acts of his agent where he has no knowledge of such acts; Taliaferro v. Bank, 71 Md. 200, 17 Atl. 1036; Beebe v. E. Ass'n, 76 Ia. 129, 40 N. W. 122; but when a claim is founded upon an act done without the 'claimant's knowledge and authority, by a person claiming to act as his agent, the bringing of an action by him based upon that act is a ratification of it; Robb v. Vos, 155 U. S. 13, 15 Sup. Ct. 4, 39 L. Ed. 52.
Ratification can only take place where the agent professed to act for the person rati fying; 5 B. & C. 909; Leake, Contr. 470. Thus a forged signature to a note cannot be ratified; Henry v. Heeb, 114 Ind. 16 N. E. 606, 5 'Am. St. Rep. 613; Shis ler v. Van Dike, 92 Pa. 447, 37 Am. Rep. 702 ; Brook v. Hook, L. R. 6 Ex. 89; con tra, Livings v. Wiler, 32 Ill, 387 ; Williams v. Bayley, L. R. 1 H. L. 200; Garrett v. Gonter, 42 Pa. 143; Greenfield Bank v. Crafts, 4 Allen (Mass.) 447, where the view is taken that the party whose signature is forged adopts it with full knowledge as his own, he may be bound as if he had made it originally ; Forsyth v. Day, 46 Me. 176, where the liability was placed upon the ground of estoppel; as it was also in Union Bank v. Middlebrook, 33 Conn. 95.
An intention to ratify may be presumed from the silence of the principal who has re ceived a letter from the agent informing him of what has been done on his account ; Smith v. Shee]ey, 12 Wall. (U. S.) 358, 20 L. Ed. 430; Bassett v. Brown, 105 Mass. 551; Hall v. Vanness, 49 Pa. 457 ; Hammond v. Haunin, 21 Mich. 374, 4 Am. Rep. 490; Swartwout v. Evans, 37 Ill. 442; Viele v. Ins. Co., 26 Ia. 38, 96 Am. Dec. 83 ; or from any acts inconsistent with a contrary infer ence ; Bryant v. Moore, 26 Me. 84, 45 Am. Dec. 96 ; St. Louis & M. Packet Co. v. Par ker, 59 Ill. 23 ; or from a suit by the princi
pal ; 9 B. & C. 59; Cairnes v. Bleecker, 12 Johns. (N. Y.) 300; Bredin v. Dubarry, 14 S. & R. (Pa.) 30; or by adoption of a subs mission to arbitration, although the agent exceeded his authority ; Hall v. Ins. Co., 57 Conn. 105, 17 At]. 356 ; or by keeping and en forcing a mortgage, obtained by an agent for the release of another mortgage ; Nichols, Shepard & Co. v. Shaffer, 63 Mich. 599, 30 N. W. 383.
The acts of the agent must be disapproved within a reasonable time after notice, or the principal will be considered as having rati fied them by his silence ; Johnson v. Carrere, 45 La. Ann. 847, 13 South. 195.
By ratifying a contract a man adopts the agency altogether, as well what is detri mental as what is for his benefit; Findley v. Breedlove, 4 Mart. N. S. (La.) 105; Story, Ag. § 250; 9 B. & C. 59; Rogers v. Hard ware Co., 24 Neb. 653, 39 N. W. 844; Findlay v. Pertz, 31 U. S. App. 340, 66 Fed. 427, 13 C. C. A. 559. See Rader v. Maddox, 150 U. S. 128, 14 Sup. Ct. 46, 37 L. Ed. 1025.
Agency for Both Parties. In genera] an agent for one party cannot act in the same transaction for the other, and if he does so, the contract is voidable; Greenwood Ice & Coal Co. v. Ins. Co., 72 Miss. 46, 17 South. 83 ; New York Cent. Ins. Co. v. Ins. Co., 14 N. Y. 85. There seems to be an exception in the case of an auctioneer's clerk, their busi ness being simply ministerial and the custom generally understood; 9 H. L. R. 218; ad ditional New York cases are cited in 9 Harv. L. Rev. 349; Pratt v. Ins. Co., 130 N. Y. 206, 29 N. E. 117 ; Bank of N. Y. Assoc. v. Trust Co., 143 N. Y. 559, 38 N. E. 713. • The New York test as to an agent rep resenting both parties is whether or not he is invested with discretion. No other ju risdiction seems to have recognized this dis tinction; see 9 Harv. L. Rev. 349.
The test of discretion is distinctly repu diated in Porter v. Woodruff, 36 N. J. Eq. 174; Jansen v. Williams, 36 Neb. 869, 55 N. W. 279, 20 L. R. A. 207. The rule that the contract is voidable is followed in Cannell v. Smith, 142 Pa. 25, 21 Atl. 793, 12 L. R. A. 395 ; Rice v. Wood, 113 Mass. 133, 18 Am. Rep. 459; Berlin v. Farwell, 3 Cal. Unrep. Cas. 634, 31 Pac. 527; Bell v. McConnell, 37 Ohio St. 396, 41 Am. Rep. 528; Kronenberg er v. Fricke, 22 Ill. App. 550; Salomans v.