time or else consent and approval will be presumed.18 Of course there is no acquiescence where the corporate officers promptly repudiate an agreement made without authority by a subordinate officer or agent.19 The duty promptly to disaffirm unauthorized acts, on knowledge thereof being acquired, is less imperative, or does not exist, where the corporation has received no benefit from the acts and no loss is caused to the other party and his position is not in any way changed by the failure to notify him.20 Acquiescence, as used in connection with ratification, closely approaches estoppel, and it has been said that "it seems particularly difficult to keep it free from considerations of estoppel, although the two things are entirely distinguishable." 21 Acquiescence as a defense has, as said by Justice Collins in a decision of the Court of Appeals of New York, "a dual nature. It may, upon the one hand, rest upon the principle of ratification, and may be denominated implied ratifi'cation, or it may, upon the other hand, rest upon the principle of estoppel, and may be denominated equitable estoppel. The former principle underlies it when the conduct of a plaintiff, relating to the transaction or matter complained of by him, subsequent to the rise of it, justifies and supports the normal and reasonable conclusion that he, by his assent thereto or acquiescence therein, has accepted and adopted it. His ratification is implied through his acquiescence instead of expressed by positive and distinct action or language. The latter principle underlies it when a plaintiff against whom it is invoked remained silent or inactive when there was the opportunity and the duty to speak or act." 22 § 2196. Applications of rules. Applications of this rule are too numerous to be susceptible of extended notice.23 Whether acqui 18 Alexander v. Culbertson Irrigation & Water Power Co., 61 Neb. 333, 85 N. W. 283. 19 Mobile Land Improvement Co. v. Gass, 142 Ala. 520, 39 So. 229. This rule was applied to a promise to pay a debt made by one who was not even a de facto officer. Exline-Reimers Co. v. Lone Star Life Ins. Co., Tex. Civ. App. 171 S. W. 1060. 20 Blum v. Whipple, 194 Mass. 253, 13 L. R. A. (N. S.) 211, 120 Am. St. Rep. 553, 80 N. E. 501. Where the corporation has taken no affirmative step, has received no benefit, and the other contracting party has suffered no prejudice, mere delay in repudiating the attempted contract may not bind the corporation. Blum v. Whipple, 194 Mass. 253, 13 L. R. A. (N. S.) 211, 120 Am. St. Rep. 553, 80 N. E. 501. 211 Mechem, Agency (2nd Ed.), $452, where this question is "considered at length. 22 Pollitz v. Wabash R. Co., 207 N. Y. 113, 129, 100 N. E. 721. 23 That a corporation had not escence will amount to ratification depends largely upon the facts of the particular case.24 Directors may ratify acts of the president by acquiescence.25 A lease made by a corporate officer without authority will be deemed ratified by the directors where they remain silent with full knowledge of the facts.26 The rule has been applied to contracts of employment; 27 and failure to repudiate liability, under some circumstances, may bind the corporation for medical or like attendance on an injured employee.28 It was also applied to the acquiescence of the corporation in a pledge of corporate assets by an officer of the corporation as collateral security for his individual debt; 29 but on appeal the case was reversed on the ground that the act was ultra vires and void and hence incapable of ratification.30 Where the three specially employed an attorney will not affect the binding force of a de cree rendered in a suit, where the attorney filed the bill in the name of the corporation, with the knowledge of the corporation, and it raised no objection to the prosecution of the suit to such decree. Thompson v. Hemenway, 218 Ill. 46, 75 N. E. 791. After acquiescing for an extended period in an action taken by its of ficers in filing amended articles of incorporation rendering the corporation such under a new statutory enactment with the privileges thereby conferred, and being charged with notice of the action of its officers by reason of the filing of the articles as provided by law, a corporation will not be permitted to repudiate such action of the officers when suit is brought for the collection of the statutory organization tax. Licking Valley Bldg. Ass'n No. 3 v. Com., 28 Ky. L. Rep. 543, 89 S. W. 682. A statement by a member of the board of trustees, made during the session of the board, is not binding upon the board, although allowed to pass uncontradicted. Williams V. Christian Female College, 29 Mo. 250, 77 Am. Dec. 569. 24 Elk Valley Coal Co. v. Thompson, 150 Ky. 614, 150 S. W. 817. 25 De Forest v. Northwest Townsite Co., 236 Pa. 125, 84 Atl. 674. 26 Clement v. Young-McShea Amusement Co., 69 N. J. Eq. 347,'60 Atl. 419; King v. West Coast Grocery Co., 72, Wash. 132, 129 Pac. 1081. 27 Eddy v. American Amusement Co., 21 Cal. App. 487, 132 Pac. 83. 28 Taylor v. C. M. Robertson Co., 85 Conn. 504, 83 Atl. 534. The rule has been applied to medical attendance furnished an employee of corporation, with expectation of payment from the corporation, to the knowledge of its superintendent. Ward v. J. Samuels & Bro., 37 R. I. 438, 93 Atl. 649. Where an employee of a corporation is injured and a physician is called by another employee who asks the manager of the corporation who will pay the bill, and the manager refers him to the casualty company with whom the corporation is insured, the mere failure of the manager to deny the corporation's liability and his reference to the insurance company do not necessarily constitute a ratification of the employment of the physician. J. H. Mohlman Co. v. American Grocery Co., 68 N. J. Eq. 602, 60 Atl. 950. 29 Wheeler v. Home Savings & State Bank, 85 Ill. App. 28, rev'd 188 Ill. 34, 80 Am. St. Rep. 161, 58 N. E. 598. 30 Wheeler v. Home Savings & State directors owned all the stock of the corporation, and the president assigned an application for a patent which another director signed as a witness, and the third director had knowledge of the transfer shortly after it was made, but made no objection, there was a ratification of the assignment notwithstanding the board of directors refused to ratify expressly the action of the president.31 Where the general manager of a railroad posted notices at every station offering a reward for the conviction of any one causing injuries to the tracks, over which the president passed not less than once in each ten days, the action of the general manager was deemed ratified by the corporation, since the knowledge of the president would be imputed to the company.32 The mere presence of the superintendent of a corporation at the time an alleged slander was uttered does not of itself show a ratification.33 If the directors of a corporation enter into contracts or do other acts which are beyond their powers, but within the powers conferred upon the corporation, the stockholders ratify the same if they acquiesce with full knowledge of the facts.34 § 2197. Retention of agent as ratification. The mere fact that a corporation retains in its employment one who has exceeded his authority does not necessarily amount to a ratification of his unauthorized acts, in the absence of other circumstances showing an intention to ratify.35 This rule has been applied to the retention of one charged with assault and battery.36 However, retention in the employ of a railroad company of a conductor after knowledge of a Bank, 188 Ill. 34, 80 Am. St. Rep. 161, 58 N. E. 598, rev'g 85 Ill. App. 28. 31 United States Light & Heating Co. v. J. B. M. Elec. Co., 194 Fed. 866, aff'g 189 Fed. 382. R. Co. 32 Arkansas Southwestern v. Dickinson, 78 Ark. 483, 115 Am. St. Rep. 54, 95 S. W. 802. 33 Flaherty v. Maxwell Motor Co., 187 Mich. 62, 153 N. W. 45. 34 United States. Pneumatic Gas Co. v. Berry, 113 U. S. 322, 28 L. Ed. 1003; Payson v. Stoever, 2 Dill. 427, Fed. Cas. No. 10,863. Illinois. Eidman v. Bowman, 58 Ill. 444, 11 Am. Rep. 90. Louisiana. Robinson Mineral Spring Co. v. De Bautte, 50 La. Ann. 1281, 23 So. 865. Pennsylvania. Balliet v. Brown, 103 Pa. St. 546. Tennessee. Stainback v. Junk Bros. Lumber & Manufacturing Co., 98 Tenn. 306, 39 S. W. 530. England. Sewell's Case, 3 Ch. App. 131. As to ratification of an increase of stock by the directors, when it should have been authorized by the stockholders, see the chapter on Stock and Stockholders. 35 Williams v. Pullman Palace Car Co., 40 La. Ann. 87, 8 Am. St. Rep. 512, 3 So. 631; Robinson v. Superior Rapid Transit Ry. Co., 94 Wis. 345, 59 Am. St. Rep. 897, 68 N. W. 961. 36 Williams v. Pullman Palace Car Co., 40 La. Ann. 87, 8 Am. St. Rep. [$ 2199 wilful and malicious tort on his part is evidence of ratification of such tort.37 § 2198. Time within which to disaffirm. To be permitted to escape the consequences of an unauthorized act of a corporate officer or agent, the corporation must disaffirm within a reasonable time.38 What constitutes a reasonable time cannot be definitely stated.39 Failure to disaffirm within two months has been held a ratification in 41 a particular case.40 In other cases, delays of five months, six months, nine months, thirteen months, and two years, have 45 been held unreasonable. On the other hand, it has been held in New Jersey that silence of the stockholders for over two years, with knowledge of an invalid sale by directors to the corporation, was not sufficiently long continued to be evidence of ratification.46 § 2199. Acceptance and retention of benefits as implied ratification. As a general rule, if a corporation, with knowledge of the facts, accepts or retains the benefit of an unauthorized contract or other transaction by its officers or agents, as where it receives and uses or retains money or property paid or delivered by the other party, or accepts the benefit of services, etc., it thereby ratifies the contract or other transaction, or will be estopped to deny ratification.47 This 512, 3 So. 631. See the chapter on Liability for Torts, infra. 37 Robinson v. Superior Rapid Transit Ry. Co., 94 Wis. 345, 34 L. R. A. 205, 59 Am. St. Rep. 897, 68 N. W. 961. See the chapter on Liability for Torts, infra. 38 Salem Iron Co. v. Lake Superior Consol. Iron Mines, 112 Fed. 239; Mallory v. Mallory Wheeler Co., 61 Conn. 131, 23 Atl. 708; Alexander v. Culbertson Irrigation & Water Power Co., 61 Neb. 333, 85 N. W. 283; Reid v. Alaska Packing Co., 47 Ore. 215, 83 Pac. 139. 39 See, generally, 1 Clark & Skyles, Agency, § 141e. 40 Raymond v. Palmer, 41 La. Ann. 425, 17 Am. St. Rep. 398, 6 So. 692. 41 Common Sense Min. Co. v. Taylor, 247 Mo. 1, 152 S. W. 5. 42 A delay of six months in the disaffirmance by the board of directors IV Priv. Corp.-4 after knowledge of an unauthorized contract made by the president has been held an unreasonable delay. Indianapolis Rolling Mill v. St. Louis, Ft. S. & W. R. Co., 120 U. S. 256, 30 L. Ed. 639. 43 McLaren v. First Nat. Bank of Milwaukee, 76 Wis. 259, 45 N. W. 223. 44 Silsby v. Strong, 38 Ore. 36, 62 Pac. 633. 45 American Bonding Co. of Baltimore v. Laigle Stave & Lumber Co., 111 Ark. 151, 163 S. W. 167; Coolidge v. Schering, 32 Wash. 557, 73 Pac. 682. 46 Oliver v. Rahway Ice Co., 64 N. J. Eq. 596, 54 Atl. 460. 47 United States. Jacksonville, M. P. Ry. & Nav. Co. v. Hooper, 160 U. S. 514, 40 L. Ed. 515; Pittsburgh, C. & St. L. Ry. Co. v. Keokuk & H. Bridge Co., 131 U. S. 371, 33 L. Ed. 157; People's Bank of Belleville v. Manufacturers' Nat. Bank of Chicago, rule is based upon the doctrine of ratification in toto, under which a principal must either ratify the whole transaction or repudiate the 101 U. S. 181, 25 L. Ed. 907; Shafer v. Spruks, 225 Fed. 480; Bank of Dillon v. Murchison, 213 Fed. 147; Pacific State Bank v. Coats, 205 Fed. 618, Ann. Cas, 1913 E 846; Wayte v. Red Cross Protective Society, 166 Fed. 372, rev'd on other grounds 171 Fed. 643; Love v. Export Storage Co., 143 Fed. 1; Kessler & Co. v. Ensley Co., 141 Fed. 130, aff'd 148 Fed. 1019; Washington Irrigation Co. v. Krutz, 119 Fed. 279; Moore v. Sun Prtg. & Pub. Ass'n, 95 Fed. 485; G. V. B. Min. Co. v. First Nat. Bank of Hailey, 95 Fed. 23, modifying 89 Fed. 439; The Sappho, 94 Fed. 545; McDougall v. Hazelton Tripod-Boiler Co., 88 Fed. 217; McKenzie v. Poorman Silver Mines, 88 Fed. 111; Sioux City Terminal Railroad & Warehouse Co. v. Trust Co. of North America, 82 Fed. 124; Pren tiss Tool & Supply Co. v. Godchaux, 66 Fed. 234; Bensiek v. Thomas, 66 Fed. 104; Waynesville Nat. Bank v. Irons, 8 Fed. 1. Alabama. Henderson v. Hall, 134 Ala. 455, 63 L. R. A. 673, 32 So. 840; Mobile, J. & K. City R. Co. v. Owen, 121 Ala. 505, 25 So. 612; Mobile & M. Ry. Co. v. Gilmer, 85 Ala. 422, 5 So. 138. Arkansas. J. K. Siphon Ventilator Co. v. Hutton, 116 Ark. 545, 175 S. W. 30; Arkansas Amusement Ass'n v. Higgins, 96 Ark. 493, 132 S. W. 635; St. Louis, I. M. & S. R. Co. v. Berry, 86 Ark. 309, 110 S. W. 1049. California. Blood v. La Serena Land & Water Co., 134 Cal. 361, 66 Pac. 317; Mills v. Boyle Min. Co., 132 Cal. 95, 64 Pac. 122; Phillips v. Sanger Lumber Co., 130 Cal. 431, 62 Pac. 749; Pixley v. Western Pac. R. Co., 33 Cal. 183, 91 Am. Dec. 623; Shaver v. Bear River & A. Water & Mining Co., 10 Cal. 396; A. Meister & Sons Co. v. Wood & Tatum Co., 26 Cal. App. 584, 147 Pac. 981; L. Scatena & Co. v. Van Loben Sels, 19 Cal. App. 423, 126 Pac. 187; Hudson V. Seeley Specialties Co., 19 Cal. App. 213, 124 Pac. 1051; Newhall v. Joseph Levy Bag Co., 19 Cal. App. 9, 124 Pac. 875; Dickinson v. Zubiate Min. Co., 11 'Cal. App. 656, 106 Pac. 123; Tilden v. Goldy Mach. Có., 9 Cal. App. 9, 98 Pac. 39; West v. Will C. Prather & Co., 7 Cal. App. 81, 93 Pac. 892. Colorado. Golden Age No. 2 Mining & Milling Co. v. Langridge, 39 Colo. 157, 88 Pac. 1070; Thatcher v. Salomon, 16 Colo. App. 150, 64 Pac. 368; Drescher v. Fulham, 11 Colo. App. 62,. 52 Pac. 685. Connecticut. New Haven Trust Co. v. Doherty, 74 Conn. 353, 50 Atl. 887; Tryon v. White & Corbin Co., 62 Conn. 161, 20 L. R. A. 291, 25 Atl. 712. Delaware. St. Joseph's Polish Catholic Beneficial Society v. St. Hedwig's Church, 4 Pennew. 141, 53 Atl. 353. Florida. Atlanta & St. A. B. R. Co. v. Thomas, 60 Fla. 412, 53 So. 510. Georgia. Bank of Garfield v. Clark, 138 Ga. 798, 76 S. E. 95; Merchants' Bank of Macon v. Central Bank, 1 Ga. 418, 44 Am. Dec. 665. Idaho. First Nat. Bank of American Falls v. American Falls Canal & Power Co., 20 Idaho 368, 118 Pac. 668; Rowley v. Stack-Gibbs Lumber Co., 19 Idaho 107, 112 Pac. 1041. Illinois. Lake St. El. R. Co. v. Carmichael, 184 Ill. 348, 56 N. E. 372, aff'g 82 Ill. App. 344; Aurora Agricultural & Horticultural Society v. Paddock, 80 Ill. 263; Illinois State Board of Education v. Greenebaum & Sons, 39 Ill. 609; American Credit Indemnity Co. of New York v. Yamer, 170 Ill. App. 350; Rosehill Cemetery Co. v. Dempster, 121 Ill. App. 143, |