spected. A without authority gave T, a tenant of P's, six months' notice to quit. T declined to act on the notice without further assurance of A's right to serve him with it. P when told of A's act approved it, and six months after A's service of notice brought an action of ejectment against T. It was held that the ratification was invalid, since T had a right to be assured at the very time at which he was called on to act and prepare to leave that the principal might not disavow the agent's notice afterwards, and claim T still as his tenant. "The tenant was entitled to such notice as he could act on with certainty at the time it was given, and he was not bound to submit himself to the hazard whether the third co-executor [i. e. P] chose to ratify the act of his companions or not before six months elapsed" (24). So also if by agreement between the third party and the quasi agent, with whom the third party thinks he has contracted, the contract is cancelled, the principal cannot subsequently ratify (25). And in America generally, the third party with whom the quasi agent has contracted may withdraw if, on finding out that the agent had no authority, he communicates his intention to withdraw to the agent or the principal before the principal has ratified (26).

§ 27. Transaction cannot be ratified in part only. A principal cannot ratify as to what will benefit him, and repudiate as to the rest. He must take the burdens of his

(24) Right v. Cuthell, 5 East 491.

(25) Walter v. James, L. R. 6 Ex. 124.

(26) Dodge v. Hopkins, 14 Wis. 630; Andrews v. Ætna Co., 92 N. Y. 596, contra.

quasi agent's act with the benefits. In the case of Dempsey v. Chambers (27), A without authorization from P sold and delivered to T a load of coal from P's coal yard. In delivering it he negligently broke T's cellar window. P with knowledge of these facts sent T a bill for the coal delivered. By thus ratifying A's act he became liable for damages for the broken window. The court said: "It has never been doubted that a man's subsequent agreement to a trespass done in his name and for his benefit amounts to a command, so far as to make him answerable.

The ratification was not directed specifically to [A's] trespass, and that act was not for the defendant's benefit if taken by itself; but it was so connected with [A's] employment that the defendant would have been liable as master if [A] really had been his servant when delivering the coal."

§ 28. Ratification must be with full knowledge of facts. Even the principal himself needs some protection from too sweeping an application of the doctrine of ratification. The assent he gives to the quasi agent's act must be a real one, with knowledge of all the facts pertinent to the transaction, or at least with a willingness to waive further inquiry (28). If through ignorance of essential details of the transaction, due either to a mistake on the principal's part or to fraud on the part of others, the principal gives an assent which is not an intelligent one, his apparent ratification does not bind him. Thus when P approved an agent's distraint on a debtor, in the reasonable

(27) 154 Mass. 330. (28)

Lewis v. Read, 13 M. & W. 834.

belief that he had taken certain property from a certain specified field, he was held not to have bound himself by the approval when it appeared that the property had been obtained elsewhere (28).

§ 29. Ratification may be expressed or implied. In general any manifestation, whether by express words or conduct, of the principal's intention to approve the agent's act is sufficient to constitute ratification. But if a prior appointment to do the act the agent has done would have had to be in writing or under seal, or executed with any special formality, this formality should be followed in ratifying it. Apart from the formal and express methods of ratification, the question whether or not the principal has ratified is a question of evidence. Even where the principal had no express intent to ratify, if his conduct reasonably interpreted has led another person to believe that the act of the quasi agent was done by his authority, he will not be heard to deny that it was so done. A common method of ratifying an act is by accepting the benefits of it. If P receives and sells goods which A without authority bought for him, or if he accepts without objection rents accruing under a lease which A made without authority, his conduct would amount to a ratification (29). Even silence under some circumstances may be a proof of ratification. In Philadelphia etc. Ry. Co. v. Cowell (30) P sued the T Ry. to recover certain dividends. The railway's defense was that these had been applied to

(29) McDowell v. McKenzie, 65 Ga. 630; Burkhard v. Mitchell, 16 Colo. 376.

(30) 28 Pa. 329.

the payment of an authorized additional subscription for stock. The subscription had been made by A, who had immediately informed P of what he had done. P made no reply, did not demand the dividends for seven years, and then sued for them. A was a director of the railway, and had often been consulted by P's American friends with reference to P's interests in the road. The court in deciding that these facts should be admitted in evidence, said: "When the plaintiff was fully informed that a sagacious financier, to whom his chosen friends and correspondents had referred his interests, and who stood in the fiduciary relation of a director, had pledged him for a new subscription, which circumstances seemed to justify and demand, I say, not that he was bound by it, nor even that he was bound to repudiate it, but that his delay for nearly seven years either to approve or repudiate, was a fact fit to be considered by a jury on the question of ratification."

SECTION 4. FORMATION OF QUASI AGENCIES BY OPERATION OF LAW.

§ 30. In general. In cases of agency by prior appointment or subsequent ratification the basis on which the agency arises is the will of the parties involved in the relation. But in some special cases similar responsibilities to those arising from real agencies are imposed by law on a principal for the protection of third parties. This has led to the inclusion of two classes of relationshipsthe so-called agency by estoppel and agency by necessity

-with real agencies, which properly speaking are always representations voluntarily created.

§ 31. Agency by estoppel. If the conduct or words of P lead a third party, T, reasonably to believe that A is P's agent, to the extent that T changes his legal position to his detriment in reliance on this belief, P is held to be a principal and A his agent for the transaction entered into between A and T. Thus where P, P's father, and T were standing by a field belonging to T, and the father proposed to T that he let P have the field on a lease, to which T agreed, P, who had stood silent and without disclaimer through all the negotiations, was held bound by the contract as if his father had been his agent, though in fact he had not authorized it (31). Strictly speaking there was no agency here, but the person on whose conduct a third party had relied was liable just as if there had been. The liability is imposed on him without his consent by the law, for the protection of the third party.

§ 32. Agency by necessity. Other involuntary liabilities similarly imposed constitute a group usually called agencies by necessity. A husband is bound to support his wife; if therefore he wrongfully neglects or refuses to provide her with necessaries, she may still pledge his credit for the means of subsistence, even though he has forbidden her to do so or has forbidden third parties to furnish her. See the article on Quasi-Contracts, § 58, elsewhere in this volume. So also under certain circumstances of necessity a carrier of goods or a master of a

(31) James v. Russell, 92 N. C. 194.