WHAT IS A SUFFICIENT As indicated in a previous section (Sec. 576,) a ratification may' be an express adoption or con firmation of the act, or implied from acts and conduct of the principal; hence ratification may be, 1, Express, or, 2, Implied.
t. Express Ratification. An express ratification may be written or unwritten, but in either case it must be the direct and voluntary' confirmation of the pretended act of agency. As in the case of conferring authority originally the ratification in instances must be in writ ing, and in others be under seal.
It is held that the unauthorized execution of a deed may be expressly ratified by a power of attorney subse quently executed authorizing such act and dated so as to be prior to the date of the deed. (Milliken v. Coombs, Greenl. (Me.) 343; U. S. Express Co. v. Rawson, io6 Ind. 215.) And where State laws allow authority to sell or lease land to be conferred by parol, such con tracts, when made without authority, may be ratified by parol. (Mechem on Agency, Sec. 144.) 2. Implied Ratification. An implied ratification is one which the law presumes, as where the supposed principal has so acted as to lead others to believe that he sanctioned the acts of the assumed agent.
The conduct, from which a ratification may be im plied, as in the case of conferring authority originally, may consist of acts, spoken words, silence when it is a duty to speak, the accepting of benefits, and the like. The sufficiency of the ratification depends upon the facts in each case, and the methods or modes in which the ratification can occur may be as various as the in stances which arise. The following are instances of implied ratifications cited by Professor Mechem: The accepting by a principal, with full knowledge of the facts, the purchase price or rent of land or other property sold by one assuming to be his agent; the vol untary acceptance of the proceeds of an unauthorized discharge of a mortgage, or of a compromise; and the voluntary retention of a conveyance of land which an agent has taken from a debtor in satisfaction of a debt. These are given as instances of ratification by accept ance of benefits.
By bringing a suit at law based on an agent's act, a principal may be held to have ratified the act. Thus bringing an action on a mortgage taken by an agent, or an action to enforce a contract made by an agent, or the bringing of an action upon a note taken in payment of goods by an agent ratifies the act of the agent. (Cochran v. Chitwood, 59 Ill. 53; Beidman v. Goodell, 56 Ia. 592.) Silence of the principal may amount to a ratification. Thus, when he is informed of the act which has been done in his name, he must elect within a reasonable time whether he will ratify or repudiate the act, and his continued silence or indifference and failure to give notice of repudiation to interested third persons, will be construed as a ratification. What constitutes a rea sonable time depends upon the facts of the case and the situation of the parties. (Lafitte v. Godchaux, 35 La. Ann. 1161; Phila. R. R. Co. v. Cowell, 28 Pa. St.
329.) This rule of reasonable promptness in repudi ating an act, where silence might operate to the preju dice of an innocent party, applies to private, municipal and quasi municipal corporations, when the act is with in the scope of their powers, the same as to individuals. (Mechem on Agency, Secs. 158-9.) But some authori ties hold that while this rule applies to acts of an agent who goes beyond his authority, it does not operate where the assumed agent is a mere stranger to the principal. (Ward v. Williams, 26 Ill. 447; Evans' Agency, 68.) Professor Mechem is of the opinion that the relation of the parties is not conclusive, and that a ratification may be inferred from silence, though the party is a stranger to the principal, unless the stranger acts in his own name and behalf.