Page:Harvard Law Review Volume 5.djvu/35

AGENCY. 19 Wilde in a later case, 1 " The artificial identification of the agent and principal, by bringing the words of the one side by side with the knowledge of the other, induced the apparent logical consequence of fraud. On the other hand, the real innocence of both agent and principal repelled the notion of a constructive fraud in either. A discordance of views, varying with the point from which the sub- ject was looked at, was to be expected." The language of Lord Denman, just quoted, from Fuller v. Wilson, was used with refer- ence to this subject. The restrictions which common-sense has imposed on the doc- trine of undisclosed principal are well known. An undisclosed principal may sue on his agent's contract, but his recovery is sub- ject to the state of accounts between the agent and third person. 2 He may be sued, but it is held that the recovery will be subject to the state of accounts between principal and agent, if the principal has paid fairly before the agency was discovered ; but it is, perhaps, doubtful whether this rule or the qualification of it is as wise as the former one. 3 Then as to ratification. It has nothing to do with estoppel, 4 but the desire to reduce the law to general principles has led some courts to cut it down to that point. 5 Again, the right to ratify has been limited by considerations of justice to the other party. It has been said that the ratification must take place at a time and under circumstances when the would-be principal could have done the act ; 6 and it has been so held in some cases when it was manifestly just that the other party should know whether the act was to be considered the principal's or not, as in the case of an unauthorized notice to quit, which the landlord attempts to ratify after the time of the notice has begun to run. 7 But it is held that bringing an action may be subsequently ratified. 8 1 Udell v. Atherton, 7 H. & N. 172, 184 (1861). 2 Rabone v. Williams, 7 T. R. 360 (1785) ; George v. Clagett, 7 T. R. 359 (1797) ; Carr v. Hinchliff, 4 B. & C. 547 (1825) ; Borries v. Imperial Ottoman Bank, L. R. 9 C. P. 38 (1873) > Semenza v, Brinsley, 18 C. B. n. s. 467, 477 (1865) ; Ex parte Dixon, 4 Ch. D. 133. 8 Armstrong v. Stokes, L. R. 7 Q. B. 598, 610 ; Trvine v. Watson, 5 Q. B. D. 414. 4 See Metcalf 7). Williams, 144 Mass. 452, 454, and cases cited. 6 Doughaday v. Crowell, 3 Stockt. (N. J.) 201 ; Bird v. Brown, 4 Exch. 788, 799. 6 Bird v. Brown, 4 Exch. 788. 7 Doe v. Goldwin, 2 Q. B. 143. 8 Ancona v. Marks, 7 H. & N. 686.