Page:Harvard Law Review Volume 9.djvu/97

69 A PROBLEM AS TO RATIFICATION. 6g it is conceded that ratification does have some effect, and too little stress upon the rules indicating when ratification is, and when it is not, admissible.^ When the result of permitting ratification is, as it was in Bolton Partners v. Lambert, to allow the unbound prin- cipal time to profit by developments in the market, while the adverse party is bound ad initio and has no power to withdraw from the unexpectedly unequal transaction, the result is so unjust as to make this an unfit place for applying the doctrine of relation. at the time the act was done by him. ... I think the proper view is that the accept- ance by Scratchley did constitute a contract, subject to its being shown that Scratchley had authority to bind the company. If that were not shown, there would be no con- tract on the part of the company; but when, and as soon as authority was given to Scratchley to bind the company, the authority was thrown back to the time when the act was done by Scratchley, and prevented the defendant withdrawing his offer, because it was then no longer an offer but a binding contract." And Lindley, L. J., said : " It is not a question whether a mere offer can be withdrawn, but the question is whether, when there has been in fact an acceptance which is in form an acceptance by a prin- cipal through his agent, though the person assuming to act as agent has not then been so authorized, there can or can not be a withdrawal of the offer before the ratification of the acceptance. I can find no authority in the books to warrant the contention that an offer made, and in fact accepted by a principal through an agent or otherwise, can be withdrawn. The true view, on the contrary, appears to be that the doctrine as to the retrospective action of ratification is applicable. If we look at Mr. Brice's argu- ment closely it will be found to turn on this, — that the acceptance was a nullity, and unless we are prepared to say that the acceptance of the agent was absolutely a nullity, Mr. Brice's contention cannot be accepted. ... I see no reason to take this case out of the application of the general principle as to ratification." And Lopes, L. J., said : " It is said that there was no contract which could be ratified, because Scratchley at the time he accepted the defendant's offer had no authority to act for the plaintiffs. Directly Scratchley on behalf and in the name of the plaintiffs accepted the defendant's offer, I think there was a contract made by Scratchley assuming to act for the plain- tiffs, subject to proof by the plaintiffs that Scratchley had that authority. The plain- tiffs subsequently did adopt the contract, and thereby recognized the authority of their agent Scratchley. Directly they did so the doctrine of ratification applied and gave the same effect to the contract made by Scratchley as it would have had if Scratchley had been clothed with a precedent authority to make it. If Scratchley had acted under a precedent authority the withdrawal of the offer by the defendant would have been inop- erative, and it is equally inoperative where the plaintiffs have ratified and adopted the contract of the agent. To hold otherwise would be to deprive the doctrine of ratifica- tion of its retrospective effect." The criticism made by North, J., referred to in the preceding note, was : " It comes to this, that if an offer to purchase is made to a person who professes to be the agent for a principal, but who has no authority to accept it, the person making the offer will be in a worse position as regards withdrawing it than if it had been made to the prin- cipal ; and the acceptance of the unauthorized agent in the mean time will bind the pur- chaser to his principal, but will not in any way bind the principal to the purchaser." 1 It seems, for example, that too little attention was given to the doctrine of Walter V. James, L. R. 6 Ex. 124 (1871), cited in this article as an authority for the third rule supplementing the maxim as to ratification.