and not merely from the date of the ratification; and a suit to enforce the obligation assumed by the party who ratifies, is, to all intents and purposes, a suit founded upon the original act or contract, and not the act of ratification. Davis v. School District, before cited; Low v. Railroad, 46 N. H. 284; Doggett v. Emerson, 3 Story, 737; Mason v. Crosby, 1 Woodb. & M. 342; Clark's Executors v. Vam Riemsdyk, 9 Cr. 153; Culver v. Ashley, 19 Pick. 301; Forsyth v. Day before cited. Therefore the original consideration applies to the ratification, thus made equivalent to an original contract, and supports the implied promise upon which the present action is founded. The ratification operates directly, and not merely as presumptive evidence that the act was originally done by the authority of the defendants; and therefore it is unnecessary to consider whether or not the evidence tends to show an original authority. The subsequent assent is, per se, a confirmation of the agent's act; and there is no valid distinction between a ratification of the agent's act, and a direct and original promise to pay for the services rendered by the plaintiff. Whereever there would have been a consideration for the original engagement if no agent or party assuming to act as agent had intervened, such original consideration is sufficient to sustain the act of ratification. In one of the cases cited is the subject of a new consideration, to support the ratification, alluded to as necessary; but the logical deduction from the principle that the ratification relates back to and covers 1 the original agreement, is wholly inconsistent with such a proposition; and the contrary doctrine is expressly held in numerous cases. Commercial Bank of Buffalo v. Warren, 15 N. Y. Rep. 583, and cases cited. There was abundant evidence, in the present case, from which the jury might have found that the defendants owned the wagons and received a positive benefit from the repairs; but such evidence and such finding were wholly unnecessary, because it is not material that the party making the promise should receive a benefit from the other party's act; it is sufficient if any trouble, prejudice, expense, or inconvenience accrued to the party to whom the promise is made. Metcalf on Contracts 163; 1 Parsons on Contracts, 431. We are therefore of the opinion that the instruction of the court to the jury "that if they found that the defendants did not authorize their father to make the contract as their agent, but afterwards assented to what had been done, their assent would not make them liable unless they owned the wagons at the time they were repaired, or received some benefit from the repairs," was erroneous; and for this reason the verdict must be set aside, and a New trial granted. A PRINCIPAL CAN NOT RATIFY A TRANSACTION IN PART AND REPUDIATE IT IN PART, HE MUST RATIFY OR REPUDIATE THE CONTRACT IN ITS ENTIRETY Assumpsit to recover Defendant tenders $4.27. error. EBERTS V. SELOVER 44 Mich. 519 (1880) ten dollars as subscription price of a book. Judgment for defendant. Plaintiffs bring COOLEY, J. This is an action brought to recover the subscription price of a local history. The subscription was obtained by an agent of the plaintiffs, and defendant signed his name to a promise to pay ten dollars on the delivery of the book. This promise was printed in a little book, made use of for the purpose of obtaining such subscriptions, and on the opposite page, in sight of one signing, was a reference to "rules to agents," printed on the first page of the book. One of these rules was that "no promise or statement made by an agent which interferes with the intent of printed contract shall be valid," and patrons were warned under no circumstances to permit themselves to be persuaded into signing the subscription unless they expected to pay the price charged. From the evidence, it appears that when Schenck, the agent, solicited his subscription, the defendant was not inclined to give it, but finally told the agent he would take it provided his fees in the office of justice, then held by him, which should accrue from that time to the time of delivery of the book should be received as an equivalent. The agent assented, and defendant signed the subscription, receiving at the same time from the agent the following paper:- Coldwater, April 29, 1878. Mr. Isaac M. Selover gives his order for one copy of our history, for which he agrees to pay on delivery all the proceeds of his office as justice from now till the delivery of said history. EBERTS & ABBOT, per SCHENCK. The plaintiffs claim that the history was duly delivered, and they demand the subscription price, repudiating the undertaking of the agent to receive anything else, as being in excess of his authority, and void. The defendant relies on that undertaking, and has brought into court $4.27 as the amount of his fees as justice for the period named. This statement of facts presents the questions at issue so far as they concern the merits. It may be perfectly true, as the plaintiffs insist, that this undertaking of the agent was in excess of his authority; that the defendant was fairly notified by the entries in the book of that fact, and that consequently the plaintiffs were not bound by it, unless they subsequently ratified it. Unfortunately for their case, the determination that the act of the agent in giving this paper was void does not by any means settle the fact of defendants' liability upon the subscription. The plaintiffs' case requires that they shall make out a contract for the purchase of their book. To do this, it is essential that they show that the minds of the parties met on some distinct and definite terms. The subscription standing alone shows this, for it shows, apparently, that defendant agreed to take the book and pay therefor on delivery the sum of ten dollars. But the contemporaneous paper given back by the agent constitutes a part of the same contract, and the two must be taken and considered together. Bronson v. Breen, Walk. Ch. 56; Dudgeon v. Haggart, 17 Mich. 273. Taking the two together it appears that the defendant never assented to any purchase except upon the terms that the plaintiffs should accept his justice's fees for the period named in full payment for the book. If this part of the agreement is void, the whole falls to the ground, for defendant has assented to none of which this is not a part. When plaintiffs discovered what their agent had done, two courses were open to them; to ratify his contract, or to repudiate it. If they ratified it, they must decline to deliver the book under it. But they cannot ratify so far as it favors them, and repudiate so far as it does not accord with their interests. They must deal with the defendant's undertaking as a whole, and cannot make a new contract by a selection of stipulations to which separately he has never assented. The judgment must be affirmed with costs. WHERE A PRINCIPAL HOLDS AN AGENT OUT AS HAVING GENERAL POWERS, THIRD PERSONS ARE NOT BOUND BY ANY SECRET LIMITATIONS ON THE AGENT'S AUTHORITY BRECKENRIDGE V. LEWIS 84 Me. 349 (1892) Assumpsit by Joseph Breckenridge against Mary A. H. Lewis. There was a verdict for plaintiff, and defendant moves to set the same aside, and excepts. HASKELL, J. The plaintiff indorsed the defendant's promissory note for the accommodation of one Morse, the payee, who then nego tiated the same, and, when it fell due, the plaintiff paid it, and now sues to recover the amount of the note from the defendant. 1. The signature of defendant to the note was claimed to be a forgery The court ruled that a defense. 2. The note was claimed to have been fraudulently written by the payee, Morse, over the defendant's name, signed on blank paper, to enable Morse to write an order on a savings bank, where defendant had funds, as the necessities of her business entrusted to Morse might require; and the court ruled that contention no defense. It is contended that defendant's negligence in the premises should have been submitted to the jury; but that was not necessary, inasmuch as the question of negligence, as matter of fact, need not be considered an element required to charge the defendant under the facts of this case. The payee of the note, Morse, was intrusted with defendant's name in blank, to draw funds necessary to meet the calls of her business, intrusted to the care of her agent, Morse. He was authorized to write an order above defendant's signature, but instead of so doing he wrote a promissory note and obtained the amount of it from a stranger. He fraudulently used his apparent authority for his own gain instead of his principal's. His relation to his principal is the same as if he had procured the money on an order that he was authorized to write, and then embezzled it. The defendant may be held under the plain rules of agency. By intrusting her signature to her agent for use, the defendant gave him an apparent authority to use it in the manner he did. The limited authority, only known to themselves, cannot be held to reach to strangers, who neither knew, nor had means of knowing, of the secret limitation. The note, when presented for discount, gave no suggestion of infirmity. The signature was genuine, and apparently the payee, defendant's agent, who indorsed it, had authority to negotiate it. It was apparently the defendant's genuine promise, and she, by intrusting her name to her agent for commercial purposes, held him out as an agent, with general powers in relation to it. She clothed him with apparent authority, and cannot now deny it to the loss of any person who innocently relied upon it. It is better that she bear the consequences of misplaced confidence than that an equally innocent person shall suffer. She selected the agent; the plaintiff did not. The apparent authority of the agent makes his act her own, in this case, as effectually as if her authority had been real. That is the doctrine of Young v. Grote, 4 Bing. 253, and of Putnam v. Sullivan, 4 Mass. 45, 3 Am. Dec. 206, cited with approval in Wade v. Withington, 1 Allen 562, and in Greenfield Bank v. Stowell, 123 Mass. 198, 199, 25 Am. Rep. 67, where all the cases, both English and American, are reviewed. See, also, Redlon v. Churchill, 73 Me. 146, 40 Am. Rep. 345. It is the same doctrine held where the signature is placed to a blank instrument to be filled by the person intrusted with it, only the blank is a patent limitation of the agent's authority. He may fill the blank as may suit him best, and the principal will be held. The blank form carries with it an implied authority to complete it, but not to alter it. Russell v. Langstoffe, 2 Doug. 514; Violett v. Patton, 5 Cush. 142; Bank v. Neal, 22 How. 96; Bank v. Kimball, 10 Cush. 373; Angle v. Insurance Co., 92 U. S. 330; Abbott v. Rose, 62 Me. 194, 16 Am. Rep. 427, approved in Kellogg v. Curtis, 65 Me. 61. Motion and exceptions overruled. AN AGENT CAN NOT COLLECT COMMISSION FROM BOTH BUYER AND SELLER RICE V. WOOD 113 Mass. 133 (1873) Defendant Action in contract to recover commissions as a broker. requested the court to charge that a broker acting for both parties cannot recover commissions from either, unless both knew of and assented to his double agency. The court, however, charged that he could recover from the party who had knowledge of it. Plaintiff recovered and defendant alleged exceptions. DEVENS, J. In this case there was evidence at the trial in the court below that the plaintiffs had been employed by a third person, who had promised to pay them a commission therefor, to dispose of certain real estate, and that afterward, without the knowledge of such person, an agreement was made between the plaintiffs and the defendant, by which the plaintiffs were employed to act for the defendant in the exchange of certain stocks held by him for real estate, and were promised a commission if such exchange should be effected, the defendant knowing at the time that the plaintiffs were employed for a commission to sell such real estate; and further, that afterward the plaintiffs introduced the defendant to the owner of such real estate; and by the instrumentality of the plaintiffs the exchange of defendant's stock for such real estate was effected. If this were an action by the plaintiffs against the owner of the real estate, for commissions earned in disposing thereof, the decision of this court in Farnsworth v. Hemmer, 1 Allen (Mass.) 494, would be exclusive against the claim, upon the ground that the plaintiffs, if such facts should be proved, had entered into a relation inconsistent with the confidence reposed in them by such owner, and placed themselves in a posi |