Grant v. Beard

Foster, J. The ratification, upon full knowledge of all the eircum’stances of the case, of an act done by one who assumes to be an agent, is equivalent to a prior authority. By such ratification the party will be bound as fully, to all intents and purposes, as if he had originally given express authority or direction concerning the act. • A parol contract may be ratified by an express parol recognition of the act, or by conduct implying acquiescence, or by silence when the party, in good faith, ought to speak. And so the principal may beestopped to deny the agent’s original authority. Story on Agency, § 239; Metcalf on Contracts 112; Hatch v. Taylor, 10 N. H. 538; Despatch Line v. Bellamy Manf. Co., 12 N. H. 232; Davis v. School District, 44 N. H. 399; Warren v. Wentworth, 45 N. H. 564; Forsyth v. Day, 46 Me. 194; Ohio & Mississippi R. Co. v. Middleton, 20 Ill. 629. Such ratification relates back to and incorporates the original contract or transaction, so that, as between the parties, their rights and interests are to be considered as arising at the time of the original act, and not merely from the date of the ratification ; and a suit to enforce the obligation assumed by the party who ratifies, is, to all intents and purposes, a suit founded upon the original act or contract, and not on [133] the act of ratification. Davis v. School District, before cited.; Low v. Railroad, 46 N. H. 284; Doggett v. Emerson, 8 Story 737; Mason v. Crosby, 1 Woodb. & M. 842; Clark’s Executors v. Van Riemsdyk, 9 Cr. 153; Culver v. Ashley, 19 Pick. 301; Forsyth v. Day, before cited. Therefore the original consideration applies to the ratification, thus made equivalent to an original contract, and supports the implied promise upon which the present action is founded. The ratification operates directly, and not merely as presumptive evidence that the act was originally done by the authority of the defendants ; and therefore it is unnecessary to consider whether or not the evidence tends to show an original authority. The subsequent assent is, per se, a confirmation of the agent’s act; and there is no valid distinction between a ratification of the agent’s act, and a direct and original promise to pay for the services rendered by the plaintiff. Wherever there would have been a consideration for the original engagement if no agent or party assuming to act as agent had intervened, such original consideration is sufficient to sustain the act of ratification. In none of the cases cited is the subject of a new consideration, to support the ratification, alluded to as necessary; but the logical deduction from the principle that the ratification relates back to and covers the original agreement, is wholly inconsistent with such a proposition ; and the contrary doctrine is expressly held in numerous cases. Commercial Bank of Buffalo v. Warren, 15 N. Y. Rep. 583, and cases cited. There was abundant evidence, in the present case, from which the jury might have found that the defendants owned the wagons and received a positive benefit from the repairs ; but such evidence and such finding were wholly unnecessary, because it is not material that the party making the promise should receive a benefit from the other party’s act;. it is sufficient if any trouble, prejudice, expense, or inconvenience accrued to the party to whom the promise is made. Metcalf on Contracts 163; 1 Parsons on Contracts 431. We are therefore of the opinion that the instruction of the court to the jury “that if they found that the defendants did not authorize their father to make the contract as their agent, but afterwards assented to what he had done, their assent would not make them liable unless they owned the wagons at the time they were repaired, or received some benefit from the repairs,” was erroneous; and for this reason the verdict must be set aside, and a New trial granted.