Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/205

 PART II.] ACTS WITHIN THE CORPORATE POWERS. [§ 216. § 215. Consequently, in order to constitute an implied ratifi- cation on the part of the corporation, arising from acquiescence or from accepting the benefit of an act, it may not be necessary that the circumstances should be such as to warrant a jury in finding actual knowledge on the part of the corporation or cor- porate agents competent to ratify. For the knowledge of one agent may, at least in the absence of proof to the contrary, be imputed to other agents who have authority to do the acts in question, or even to the corporation. Thus, where certain un- authorized loans were made by a person on behalf of a corpora- tion with banking powers, who notified the cashier, it was held, although the cashier himself had no power to ratify the unau- thorized acts, that notice to him was notice to the board of directors, who had power to ratify ; and accordingly a ratifica- tion was inferred through their neglect to repudiate ; the court saying: " It was the duty of the managers at those meetings to inform themselves of the affairs of the company, and to take the same care of its funds and property as a prudent man would take of his own. The cashier was an officer selected and ap- pointed by themselves, in whom they must be supposed to have entire confidence. An important part of his duty was to keep the managers informed of the state and condition of the com- pany's funds, and to communicate to them everything affecting the interests of the company. Without presuming a gross neg- lect of duty on the part of the managers in meeting and mak- ing the inquiries in relation to the funds in New York, and a like neglect of duty on the part of their cashier in giving them information, it cannot be supposed that the managers remained ignorant of the loan now in controversy, or of the entire dis- position which had been made of their funds in the defendants' bank during the month of June. The plaintiffs themselves can- not call on a court or jury to presume such a neglect on their part." l § 216. Likewise notice to an agent who himself has no au- thority to ratify, may be notice to the corporation : and if etc., R. R. Co., 43 Ga. 13; Indian- apolis Rolling Mill v. St. Louis, etc., R. R. Co., 120 U. S. 256. Compare Benniughoff y. Agricultural Ins. Co., 93 N. Y. 495, § 212, note.
 * New Hope, etc., Bridge Co. v.

Phoenix Bank, 3 N. Y. 156, 164; see Chicago, etc., Ry. Co. v. James, 24 Wis. 388; Martin v. Webb, 110 U. S. 7. 185