Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/202

 § 212.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. W the ratification to be binding on the corporation must be the act or acquiescence of some corporate agency which itself would have had the power to do or authorize the unauthorized acts; for a ratification cannot arise from the action either of the officers who did the unauthorized acts 1 or of those who would have had no authority to do them. 2 But unquestionably a valid ratification can take place through the action of superior corporate agents, for instance directors, who could competently have done the act themselves or authorized it to be done. 3 And the body corporate, in a duly summoned meeting, may ratify any act of the directors which it was competent for the body corporate acting as such to perform. 4 §212. A formal ratification is not requisite. If there is no express ratification by the action either of the body ratification corporate, or of superior agents having authority whether or not an act has been ratified is a question of fact for the jury. And, in general, it may be said, that whether the alleged ratification be that of the body cor- porate or of superior corporate agents, it may be proved by continued acquiescence on the part of the persons competent not neces- agent learned in the course of the transaction. Morris v. Ga. L. S. & B. Co., 109 Ga. 12; Fouche v. Mer- chants Nat. Bank, 110 Ga. 827. See Valdetero v. Citizen's Bank of Jen- nings, 51 La. An. 1651 ; Morisette v. Howard, 62 Kns. 463. The maxim Omnia ratihdbitio retro trahitur et mandato priori o&quipara- tur applies. Fleckner e. Bank of the U. S., 8 Wheat. 338, 363. But it has been held that a subsequent ratifica- tion of unauthorized conveyance of property is inoperative as to rights of creditors arising before said rati- fication. Norton v. Alabama Nat. Bk., 102 Ala. 420. See Jordan & Co. v. Collins, 107 Ala. 572. 1 Tracy v. Guthrie County Agricul- tural Society, 47 Iowa, 27. 2 Even directors cannot ratify the act of the president, which they themselves had no authority to per- 182 form. Crum's Appeal, 66 Pa. St. 474. 3 Scott v. Middletown, etc., K. R. Co., 86 N. Y. 200; Fleckner v. Bank of U. S., 8 Wheat. 338, 363; Sherman v. Fitch, 98 Mass. 59; Lyndeborough Glass Co. v. Massachusetts Glass Co., Ill Mass. 315; Reichwald v. Commercial Hotel Co., 106 111. 439; Ubbyv. Land Co., 68 N. 11.444. 4 For example, if it is within the power of the body corporate to issue further stock, but not within the power of the directors, an unauthor- ized issue made by the directors may be ratified by a vote of the body corporate. In re New Zealand Bank- ing Co., Sewell's Case, L. R. 3 Ch. 131; In re British Provident, etc., Assurance Society, Lane's Case, 1 DeG. J. & S. 504; see Payson v. Stoever, 2 Dill. 427, § 213.