Gribble v. Columbus Brewing Co.

Citations

• 100 Cal. 67
• 34 P. 527
• 1893 Cal. LEXIS 748

Syllabus

<p>Corporations—Mortgage—Excess of President’s Authority—Ratification—Estoppel.—Where the president of a corporation authorized to execute a mortgage, included in the note and mortgage terms and conditions which the corporation bad power to authorize but did not authorize him to insert, and the corporation by its representations and declarations and acts through its directors intentionally led the mortgagees to believe that the president was authorized to insert such terms aud conditions, and received the consideration from the mortgagee and applied the money to its own use, including the payment of a prior mortgage which included similar terms and conditions, and, with full knowledge of such terms and conditions, used the consideration and paid the interest thereon monthly as it became due upon the note and mortgage, such acts of the corporation constitute a ratification of the acts of its president, and an estoppel in pais, precluding the corporation from questioning his authority.</p> <p>Id.—Principal and Agent—Receiving Fruits of Unauthorized Contract—Acquiescence.—Corporations equally with individuals are subject to the rule that where, with full knowledge of all the facts involved, a principal reaps the fruit of an unauthorized contract of his agent, and for some time yields acquiescence to its provisions, he will he deemed to have ratified it, and will be estopped as against one who has fully performed the contract on his part, from repudiating it to the injury of the latter.</p> <p>Id.—Pleading—Denial of Authority—Admission of Ratification.— Where the answer denies the authority of the president of the corporation to execute the mortgage, but does not deny the- facts constituting a ratification of his acts, plaintiffs are entitled to judgment without proof of the president’s original authority.</p> <p>Id.—Ratification by Corporation Concludes Assignee in Insolvency. The assignee in insolvency of a corporation, which has ratified a note and mortgage executed