Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/68

 § 76.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. V. done by A., from which authority to do the act could have been inferred, — in neither case can such person or body adopt or ratify the act of A. without incurring all the liability which would have attached to such person or body had the requisite authority from him or it to do the act in question in fact ex- isted at the time when the act was done. 1 VIII. The preceding proposition holds good as to the liability incurred by the subsequently ratifying principal towards the other contracting party only in the absence of express agree- ment in regard thereto ; and in like manner, by express agree- ment between the agent and his principal subsequently ratify- ing, the liability of the latter to indemnify the former may be varied. IX. An agreement to enter into partnership at some future time does not make the parties thereto partners, at least before the arrival of the time specified. 2 § 76. Except in the case of illegal contracts, or where the Legal reia- authority of an agent is known to the other contract- ions be- ing party, or is a matter with knowledge of which tween pro- ° r J ' e moters and the other contracting party is affected, there is no tracting question that when a person contracts with another W1 em ' he is liable personally for the damages arising from the non-performance of his side of the contract, unless he con- tracts so as to bind some one else to perform his side of the contract, and the other contracting party knows, or should know, that the contract is made on behalf of that outside per- son, and so may fairly be presumed to give credit to him. It follows that a promoter of a future corporation ordinarily is personally liable to the other contracting party, because the promoter has no principal; 3 and the subsequent adoption of the i See Story on Agency, §§ 242-244, 250, 251, 419, 445; also Lindley on Partnership (Am. ed. ), vol. ii. pp. 755-758, star paging. Ratihabitio mandato comparatur, Dig. lib. 46, tit. 3; Del. Sol. Sen. 12, § 4. Si quis ratuin habuerit quod gestum est, ob- stringitur mandati actione. Dig. lib. 50, tit. 17; De div. reg. jur., § 60. See Year Book, H. 7 (H. 4), fo. 34, pi. 1. 48 2 See Lindley on Partnership (Am. ed.), vol. i. pp. 27-3:]. 8 If officers of a corporation pur- port to sign a note on its behalf be- fore its organization, they will be personally liable thereon. Hurt v. Salisbury, 55 Mo. 310 ; see Hopcroft v. Parker, 16 L. T. N. S. 561 ; Mun- son v. S. G. & C. R. R. Co., 81 N". Y. 58, 76.