uses of the corporation, there arises from such use an implied promise of the corporation to repay the money to the bank. ID.-STATEMENT OF BANK ACCOUNTS-NOTE REFERRED TO IN ACCOUNT -ADMISSIBILITY OF EVIDENCE-INDEBTEDNESS-FINDING.-Where the statement of accounts furnished to the book-keeper of the cable company by the bank, and the ledger account of the cable company showing the account of the bank made up from the statement, shows an item of credit of a note, such note is properly admissible in evidence as explanatory of the entry, and the amount thereof should be added to a final balance or overdraft against the cable company, and judgment should be recovered therefor; and a finding that the cable company was not indebted to the bank is not justified by the evidence.

ID.-BOOKS OF BANK AND VOUCHERS-PRIMA FACIE EVIDENCE.-The books of a bank and the vouchers returned to the cable company's book-keeper with the statements are properly admissible in evidence, and should be regarded as prima facie evidence of the way the accounts stood at the date of the last balance.

ID.-EFFECT OF VOUCHERS AS

EVIDENCE-CERTIFIED

BILLS.-The vouchers delivered with the statements of the bank to the cable company are not only prima facie evidence of the payment by the bank of the several sums named in them, but these payments, having been paid principally upon bills certified by the general manager, to that extent, at least, furnish satisfactory evidence that the money paid thereon was in fact applied to the proper use and benefit of the cable company, and it is prejudicial error to exclude from evidence the vouchers and books of the bank.

ID.-MODE OF KEEPING BANK ACCOUNTS-ABSENCE OF PASS-BOOKADMISSIBILITY OF EVIDENCE.-The fact that the cable company had no pass-book, and that the money was paid out upon bills and not upon checks, does not affect the admissibility of the bank-books and of the statements rendered to the cable company's book-keeper showing the deposits as well as the payments in the same manner as if written up in a pass-book.

ID. INTEREST OF OFFICERS OF CABLE COMPANY IN BANK-WEIGHT OF TESTIMONY.-The fact that two officers of a cable company were interested in the bank does not affect the admissibility in evidence of the books of the bank; but such interest merely invites scrutiny of the accounts, and goes only to the weight of the testimony, and not to its admissibility.

ID.-ADMISSIBILITY OF UNAUTHORIZED NOTES.-Although notes executed by the secretary of the cable company without proper authority are not evidence of a liability of the express contract appearing upon their face, yet if the money represented by or named in the notes was furnished by the bank which was the payee of the notes, and was received by and applied to the proper use and benefit of the cable company, the notes are admissible in evidence for the purpose of showing that the money represented ly them was furnished by the bank. ID.-DOUBLE AGENCY.-The fact that officers of the corporation were also officers of the bank does not affect the admissibility of the notes in evidence as an admission that the money was furnished by the bank.

ID.-AGENCY FOR TWO PARTIES-PRESUMPTION.-There can be no presumption that an agent of two parties will deal unlawfully with either, and it is only where the agent has personal interests conflicting with those of his principal that the law requires peculiar safeguards against his acts.

APPEAL from a judgment of the Superior Court of San Diego County and from an order denying a new trial.

The facts are stated in the opinion.

M. A. Luce, for Appellant.

The cable company ratified the act of its secretary in executing the notes in question by the acquiescence of the directors of the corporation. It is well settled that a principal who neglects promptly to disavow an act of his agent by which the latter transcends his authority makes that act his own. (Morawetz on Private Corporations, secs. 618, 628-35; Kelsey v. National Bank, 69 Pa. St. 429.) When a contract is made by any agent of a corporation on its behalf, and for a purpose authorized by its charter, and the corporation receives the benefit of the contract without objection, it may be presumed to have authorized or ratified the contract of its agent. (Union Gold. Min. Co. v. Rocky Mt. Nat. Bank, 96 U. S. 640; Pittsburgh etc. R. R. Co. v. Keokuk etc. Bridge Co., 131 U. S. 371; Indianapolis Rolling Mill v. St. Louis etc. Ry. Co., 120 U. S. 256; Union Pac. Ry. Co. v. Chicago etc. Ry. Co., 51 Fed. Rep. 327.) Acquiescence is good evidence of consent, and if the agents of a corporation, viz: its board of directors, who have power to ratify an unauthorized act performed by an agent, manifest no dissent after having received notice, a ratification of the act may often be presumed. (Morawetz on Private Corporations, sec. 633, and authorities cited.) It is not necessary that there should be any direct proceedings with an express intention to ratify. Ratification by directors may be made by the acquiescence of a majority of the directors with full knowledge of the contract so ratified. Ratification may be also presumed from a fail

ure to exercise promptly the right of disaffirmance. (1 Beach on Private Corporations, sec. 195; Sherman v. Fitch, 98 Mass. 59; Gribble v. Columbus Brewing Co., 100 Cal. 67; Inhabitants of Arlington v. Peirce, 122 Mass. 270; Lyndeborough Glass Co. v. Massachusetts Glass Co., 111 Mass. 315; Brown v. Winnisimmet Co., 11 Allen, 326; Scott v. Middletown etc. R. R. Co., 86 N. Y. 200; Moss v. Rossie Lead Min. Co., 5 Hill, 137; Scott v. Methodist Church, 50 Mich. 528; Central Transportation Co. v. Pullman Palace Car Co., 139 U. S. 60; Underhill v. Santa Barbara etc. I. Co., 93 Cal. 311, 312; Morawetz on Private Corporations, secs. 628-635; Willis v. St. Paul Sanitation Co., 53 Minn. 370; Currie v. Bowman, 25 Or. 364; Tuscaloosa Cotton Seed Oil Co. v. Perry, 85 Ala. 158.) The corporation is bound by the mere acts of a majority of the directors within the scope of their authority.) (Angell & Ames on Corporations, secs. 291, 292; Bank of Middleburg v. Rutland etc. R. R. Co., 30 Vt. 159; Goodall v. New England etc. Ins. Co., 25 N. H. 169.) And their sanction may be even implied from circumstances. (Angell & Ames on Corporations, sec. 302; Ridgway v. Farmers' Bank, 12 Serg. & R. 256; 14 Am. Dec. 681.) Benefits having been received, only slight evidence of acquiescence is necessary. (Sherman Center Town Co. v. Morris, 43 Kan. 282; 19 Am. St. Rep. 134.) A voluntary acceptance of the benefits of a transaction is equivalent to a consent to all the obligations arising from it, so far as the facts are known, or ought to be known, to the persons accepting. (Civ. Code, sec. 1589.) Where promissory notes are executed by an agent of the corporation for a previous indebtedness of the corporation for money received by it and used for its benefit, and the officers knew of the existence of the indebtedness, and never objected thereto, such knowledge is evidence of an acquiescence, and the corporation is estopped from denying the due execution. thereof. (Manhattan etc. Co. v. Phalen, 128 Pa. St. 110; Carson City Sav. Bank v. Carson City Elevator Co., 90 Mich. 550; 80 Am. St. Rep. 454; Dewey v. Toledo, etc.

Ry. Co., 91 Mich. 351; Bank v. Flour Co., 41 Ohio St. 552.) A ratification may be inferred from the acquiescence of the directors or other governing body of the corporation; from the fact that after the facts have been brought to their knowledge they have taken no measures to show dissent; from the fact that they did not question accounts submitted; from the fact that they kept the proceeds or retained the benefits of unauthorized acts of their agent. (Houghton v. Dodge, 5 Bosw. 336; Woodbridge v. Proprietors of Addison, 6 Vt. 204; Hoyt v. Thompson, 19 N. Y. 208-15; Walworth County Bank v. Farmers' Loan etc. Co., 16 Wis. 629; Farmers' Bank v. Sherman, 6 Bosw. 181; Beattie v. Delaware etc. R. R. Co., 90 N. Y. 643.) Where a person, with the knowledge and acquiescence of the officers of a corporation, and without special request, advances money to pay the debt of said corporation, the acquiescence of such officer amounts to a ratification, and the corporation will be liable. (Martin v. Victor etc. Co., 19 Nev. 180.) The court erred in refusing to admit in evidence. the journal-book of the corporation containing the minutes of a special meeting held November 28, 1891, which by resolution acknowledged and agreed to pay the notes set forth in the complaint and overdraft claimed to be due by the bank, as these minutes, with the offer made by counsel to prove the reception by the corporation of the benefits for which the notes were given, were admissible to show the action of a majority of the board of directors of the corporation on this subject. (Greenleaf on Evidence, sec. 493; Humphrey v. People, 18 Hun, 393, 394; Pier v. George, 20 Hun, 210, 211; Albany City Nat. Bank v. Albany, 92 N. Y. 363, 337; Holbrook v. Jackson, 7 Cush. 136, 142, 147; Bonnell v. Griswold, 89 N. Y. 122; Edgerly v. Emerson, 23 N. H. 555; 55 Am. Dec. 207; County Court v. Baltimore etc. Ry. Co., 35 Fed. Rep. 167; Horton v. Long, 2 Wash. 435; 26 Am. St. Rep. 867; Sherman Center Town Co. v. Morris, supra.) The vouchers offered in evidence by the plaintiff should have been admitted. They were certainly admissible

as tending to corroborate other testimony which was offered that the plaintiff bank had paid these accounts with its own money. (Martin v. Victor etc. Co., supra.)

James E. Wadham, for Respondents.

There can be no ratification by a principal of an unauthorized act of the agent either by acquiescence or other means, in the absence of knowledge of the act. Mr. Fisher, one of the directors, had no knowledge of what was done at the alleged special meeting, and therefore could not have ratified it. (Davidson v. Dallas, 8 Cal. 227; Marziou v. Pioche, 8 Cal. 522; Blen v. Bear River etc. M. Co., 20 Cal. 602; 81 Am. Dec. 132; Bi-Spool S. M. Co. v. Acme Mfg. Co., 153 Mass. 404; Davis v. Rock Creek etc. Co., 55 Cal. 359; 36 Am. Rep. 40.) Moreover, under section 2310 of the Civil Code, a ratification can be made only in the manner that would have been necessary to confer an original authority for the act ratified. (McCracken v. San Francisco, 16 Cal. 591.) And this rule holds true unless the acts of the principal are sufficient to show an estoppel in pais. (Borel v. Rollins, 30 Cal. 408.) A corporation can confer authority upon an agent only by resolution of its board of directors, duly assembled. (1 Morawitz on Private Corporations, sec. 351; Fihn v. Miller Brewing Co., 15 N. Y. Supp. 57.) The court did not err in excluding the minutes of the special meeting, as the notice of the meeting was not given to each of the directors, and was therefore invalid. (Thompson v. Williams, 76 Cal. 153; 9 Am. St. Rep. 187; Harding v. Vandewater, 40 Cal. 77; Simon v. Sevier Assn., 54 Ark. 58.) The contention that the minutes were admissible to show the action of a majority of the board, and as showing a ratification by such majority of the execution of the notes in suit, is without merit, as the meeting, not having been properly called, any resolution passed or act done would be invalid as a corporate act. (Smith v. Dorn, 96 Cal. 73; Gashwiler v. Willis, 33 Cal. 11; 91 Am. Dec. 607; Alta etc. Co. v. Alta Min. Co., 78 Cal. 629; Dog!; v. Mizner,