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21. (After setting out the facts and discussing the evidence his Lordship proceeded.) In these circumstances I agree with the Subordinate Judge that the purchase of 283 shares in question was an unauthorized act on the part of the agent. If he was acting honestly and bona fide he could easily have informed his principal of his intention to buy and got his permission for it; but he did not do so.

22. The next question for decision is whether plaintiff has ratified this transaction and adopted it as his own though unauthorized in the first instance. It was this part of the case that was particularly pressed by the learned counsel for the defendant. Ratification may be express or implied under Section 197, Contract Act. It was not pleaded in the case that there was any express ratification, but it was urged that ratification should be implied from plaintiff's letters and conduct after the oil shares had been purchased. Now ratification implies an intention to ratify on the part of the principal; and any act of his can be relied on as amounting to ratification, only if done after he had full knowledge of the material facts of the transactions ratified: see Section 198 of the Contract Act. We have, therefore, only to consider what plaintiff did after he was informed of the purchase of these shares and knew the material facts about it. (His Lordship further discussed the evidence and continued). The next ground on which the plea of ratification is rested is that plaintiff directed the sale of oil shares in his letter No. 45, Exhibit 19, dated 29-1-1908, and adopted the shares as his in the agreement Exhibit W and in the criminal case filed by him against the defendant charging him with criminal breach of trust. In this connexion it must be remembered that as soon as plaintiff received information about the purchase of these shares by Exhibit C-3 be wrote Exhibit B-5 on 7-1-1908 in which he set out his complaints against his agent and repudiated the purchase of these shares altogether. He says there:

when it is a business done without our order and with the object of securing your own gain, we shall not at all be responsible in respect of shares. As there is no permission of ours you should discharge the entire debts and realize our moneys and send R. M. for payments here.

23. There is a clear repudiation here. It was argued for the plaintiff that after such a repudiation there could not be a ratification by conduct. Though I am not prepared to accept this argument as correct, vide Halsbury's Laws of England, Vol. I, p. 178, and the cases cited there, nevertheless when dealing with subsequent conduct as implying ratification, it seems to me that there must be clear evidence to show that the principal has gone back on his original expressed intention and has decided to ratify the agent's action.

27. As regards the agreement W it might have amounted to a ratification, if it had been carried out; but it was not carried out by the defendant who, on the other hand, repudiated it. Being against public policy inasmuch as it was intended to stifle a criminal prosecution for a noncompoundable offence it was invalid in law and could not be enforced. The criminal complaint, Exhibit BB, contains nothing that could be construed as a ratification. This ground also then fails. (His Lordship further discussed the evidence and proceeded.) These are the facts on which the plea of ratification is founded on this part of the case. The Subordinate Judge holds that these facts do not disclose a case of ratification, and after careful consideration I am inclined to agree with him. I think they only show an attempt on the part of the principal, after he had expressly repudiated the share transaction, to try and realize what he could of the loss caused by the defendant from the assets into which defendant had improperly and unauthorizedly converted his moneys. It seems to me difficult to hold from these facts alone that plaintiff had changed his mind and had decided to adopt the share transaction as his own and to give the defendant a complete discharge as argued by his learned counsel. To my mind, it is clear that he was only pursuing what he conceived to be his remedy against his defaulting agent to recoup a part of the loss he had suffered. As I have already observed ratification implies an intention to ratify, and unless on all the facts proved one can reasonably infer such an intention there can be no ratification. The illustrations to Section 197 of the Contract Act relied on by the learned counsel only show that in the absence of other evidence to explain the conduct of the principal the circumstances mentioned in the illustrations will be treated as implying ratification.