Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/203

 PART H.] ACTS WITHIN THE CORPORATE POWERS. [§ 213. to ratify, when knowledge of the facts may be shown, reason- ably inferred, or presumed to have been had by the persons ac- quiescing. 1 Thus, if the president of a manufacturing company, in excess of his authority, executes a mortgage, the mortgage will be binding on the company if the directors who could competently have authorized it knowingly acquiesce for a considerable time. 2 So, in another case where a master mechanic on a railroad without authority employed a physician to attend an injured employe, and sent the ph'sician's bill in a letter to the division superintendent, who would have had authority to employ the physician, it was held that a jury might find a ratification on the part of the superintendent from his neglect to pay any at- tention to the bill and letter sent him. 3 § 213. In a similar manner the ratification on the part of the body corporate or shareholders may be proved. Thus, the capital stock of a company had been increased by the directors without authority. At a regular annual meeting, however, the matter was reported to the shareholders, who did not then object, and the holders of the shares improperly issued voted at the meeting as shareholders. These facts, it was held, amounted to a ratification. 4 Again, the trustees of a manufac- turing corporation in good faith conveyed all its property to 1 Indianapolis Rolling Mill v. St. Louis, etc., R. R. Co., 120 U. S. 256. See Merrill v. Consumers 1 Coal Co., 114 N. Y. 216; Campbell v. Pope, 96 Mo. 468; Stokes v. Detrick, 75 Md. 256; Manhattan Hardware Co. v. Phalen, 128 Pa. St. 110; Western H. & I. Co. v. Bank, 9 N. Mex. 1; Al- exander v. Culbertson I. & W. P. Co., 61 Neb. 333; Libby v. Land Co., 68 N. H. 444. To constitute a valid ratifi- cation, the principal must bave had at the time of the ratification full knowledge of the circumstances at- tending the performance of the un- authorized act. Benninghoff v. Agri- cultural Ins. Co., 93 N. Y. 495. See §§214, 215, 216. 2 Sherman v. Fitch, 98 Mass. 59; Lyndeborough Glass Co. v. Massa- chusetts Glass Co., Ill Mass. 315; Lester v. Webb, 1 Allen, 34; Wal- worth County Bank v. Farmers' Loan and Trust Co., 16 Wis. 629; Darst v. Gale, 83 111. 136; Chicago Building Society v. Crowell, 65 111. 453; Perry v. Simpson Waterproof M'f'g Co., 37 Conn. 520; see Texas and St. L. R. R. Co. v. Robards, 59 Tex. 545; West Salem Land Co. v. Montgomery Land Co., 89 Va. 192; Peterborough R. R. Co. v. Nashua and L. R. R. Co., 59 N. H. 385. 3 Pacific R. R. Co. v. Thomas, 19 Kan. 256. See, also, Lewis v. Alber- marle, etc., R. R. Co., 95 N. C. 179. 4 Payson v. Stoever, 2 Dill. 427; Phosphate of Lime Co. v. Green, L. R. 7 C. P. 43. See Martin v. Niagara Paper Co., 122 N. Y. 165; Mineral 183