Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/206

 § 218.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. within a reasonable time after such actual and implied notices there is no repudiation, an implied ratification from acquies- cence may be presumed. Thus, in Gold Mining Co. v. Na- tional Bank, 1 a person acting as the agent of the company borrowed money on its account. The president accepted the accounts of the agent, thus acquiring actual knowledge of the transactions; and the court said that the president "was the suitable man to receive the information." Accordingly, the company failing to disavow the loan made to its agent within a reasonable time after its president had received information in the matter, was held to have assented to the acts of its agent as originally done in its name. 2 § 217. Mere lapse of time does not in itself constitute a rati- fication ; though in connection with the circumstan- ces of the case lapse of time may be competent evi- dence of a ratification arising from acquiescence. 3 And when the corporation has had the full benefit of the unauthorized acts of its agents, from very slight evidence a ratification may be inferred, 4 as may be inferred from slight evidence the ratification of an act plainly beneficial to the cor- poration, like the acceptance of a grant. 5 § 218. The rules governing the powers of corporate agents . .. in general to act for their corporations having now Authority ° ' ° of special been discussed, as well as the legal effect of their acts corporate as between the corporation and persons with whom agents. they contract, it remains to consider more specifi- Lapse of time no ratifica- tion. 1 96 U. S. 640. 2 See, also, Bennett v. Maryland Fire Ins. Co., 14 Blatchf. 422; Hil- liard v. Goold, 34 N. H. 230. What directors ought by proper diligence to have known as to the general course of business of their corpora- tion, they may be presumed to have known in any contest between the corporation and those who are justi- fied by the circumstances in dealing with its officers upon the basis of that course of business. Martin v. Webb, 110 U. S. 7; see Kissam v. Anderson, 145 U. S. 435; and § 240. See, also, Merchants' Union Barb 186 Wire Co. v. Rice, 70 Iowa, 14; Lowry Banking Co. v. Empire, etc., Co., 91 Ga. 624; Field v. Investment Co., 123 Mo. 603. Directors are chargeable with notice of the con- tents of the books of the corpora- tion. Hanover Bk. v. Dock Co., 148 N. Y. 612. 3 See Evans v. Smallcombe, L. R. 3 H. L. 249, 253, 260. See, also, especially §§ 269 et seq.. 4 See, generally, cases in the pre- ceding notes ; also, §§ 279 and 280. 5 Bank of U. S. v. Dandridge, 12 Wheat. 64, 70.