Kickland v. Menasha Wooden Ware Co. sideration, it therefore could not and has not ratified it. The ratification of the acts of the agent in any particular transaction is equivalent to his having prior authority from the principal to do them. Omnis ratihabitio retrotrahitur et mandato priori æquiparatur. It follows then that this case must be treated as if E. D. Smith, the director, had original authority from the corporation to make this purchase so far as any act of his is apparent on the face of the deed. But this is not the full extent of the agent's authority. He had authority to make the bargain or the contract of purchase which preceded the deed, and which was executed, at least in part, by the conveyance of the premises. And a part of such bargain was that the company should pay this additional consideration. Had the company any right to assume, from a mere knowledge of the deed, that its agent had not agreed to pay any additional consideration? If it had, then the consideration named in the deed is conclusive and not merely prima facie or presumptively the whole amount. But we have seen that other and additional consideration may rest in a parol promise. Does it not follow, that the company having given the agent authority to make the purchase, such authority extended to the amount of consideration to be paid even beyond that named in the deed? The legal rule is that the principal is not only liable for the acts of the agent in the main transaction, but for his acts, representations, declarations or admissions within the scope of the authority confided to him respecting the subject-matter, if done or made at the same time and constituting a part of the res gesta. Story Agency, § 134, and authorities in note 1. "An agent may undoubtedly, within the scope of his authority, bind his principal by his agreement, and in many cases by his acts." Story Agency, § 136, and note. Such agreement or acts may be the very inducement of the contract of sale. An example is given by the author of this principle, familiar from its frequent occurrence. Thus, for example, what an agent represented at the time of the sale of a horse, which sale was authorized by his master, whether it be a representation or a warranty of soundness or of any other quality, will be binding upon the master. Story Agency, § 137. Suppose the master is not informed of any thing but the sale. Is he not bound? Mundorff v. Wickersham, 63 Penn. St. 87. In this case the plaintiff had lent the defendant a note at the request Kickland v. Menasha Wooden Ware Co. and by the authority of the defendant's agent, and delivered it to such agent for the defendant, and at the time it was so delivered the agent, without any direct or special authority to do so from the defendant, signed a receipt for his principal, agreeing to protect the note at maturity. The defendant, as principal, was held bound by the agreement, and liable. But again, "it a general rule that when a ratification is established as to a part, it operates as a confirmation of the whole of that particular transaction of the agent." So a debtor cannot have the benefit of a compromise and release effected by his agent with his creditors, without adopting all the representations made by the agent to the creditors in negotiating the same. Ferguson v. Carrington, 9 Barn. & C. 59; Corning v. Southland, 3 Hill, 552; and other cases in note 1 to § 250, Story Agency. This principle is irrespective of notice to the principal or want of notice as to some part of the contract. But even in respect to notice, notice of facts to an agent is constructive notice thereof to the principal himself when it arises from or is connected with the subject-matter of his agency; for upon general principles of public policy, it is presumed that the agent has communicated such facts to the principal; and if he has not, still the principal having intrusted the agent with the particular business, the other party has the right to deem his acts and knowledge obligatory upon the principal. Story Agency, § 140, and note 1. In the application of these principles, what was the subject-matter and the res gesto, and what was the scope of the agency of E. D. Smith in making the purchase and taking the deed of the plaintiff's land and privileges for the use of the company? Was it not the whole agreement and its terms and conditions? It must be conceded that Smith had authority to pay the $100 and receive the deed. But this was not the whole of the subject-matter of the transaction or of the res gesta, or the scope of the contract. There was a promise to pay more than the $100 named in the deed, and which may be presumed to have constituted, at least to a great extent, the inducement of the sale. It must be held that the company is bound to pay this additional consideration, because (1) it was a material part of the bargain the agent was authorized to make; (2) the company is bound by the act or promise of the agent within the scope of the main transaction which was authorized or ratified by the company, and such promise was a part of the re Kickland v. Menasha Wooden Ware Co. gesto; (3) the ratification of a part is a ratification of the whole of that particular transaction of the agent; (4) notice to or knowledge of facts by the agent is constructive notice thereof to the principal himself when it arises from or is connected with the subject-matter of the agency, and it is presumed that the agent has communicated such facts to the principal, and if he has not, the principal having intrusted his business to the agent, the other party has the right to deem his acts and knowledge obligatory upon the principal; (5) where a corporation has received the benefit of a contract, it must perform its part of it, De Groff v. Am. L. T. Co., 21 N. Y. 127; (6) when a party deals with a corporation in good faith, in respect to matters concerning which it has conferred authority upon the agent, and is unaware of any defect of authority or other irregularity on the part of the agent, and there is nothing to excite suspicion of such defect or irregularity, the corporation is bound by the contract, although such defect or irregularity exist, Gano v. C. & N. W. R. Co., 60 Wis. 12; Merchants' Bank v. State Bank, 10 Wall. 604; (7) the company having accepted the benefit of the contract, and retained the property, or sold it and received the purchase-money and retained it as the fruits of the contract, it must carry out all the terms of the contract and pay the full amount of the purchase-money agreed to be paid therefor by its agent. Scott v. M. U. & W. G. R. Co., 86 N. Y. 200; Le Neve v. Le Neve, 3 Atk. 665. The only other question to be considered is whether the method adopted by the Circuit Court, by instruction to the jury, and in the admission of evidence, by apportionment upon the comparative value of both tracts of land included in the deed of the company to the Webster Manufacturing Company, was the proper manner of ascertaining the amount for which the tract sold and conveyed by the plaintiff to the company was sold for. It was the fault of the company that it sold both tracts together and conveyed them by the same deed for a consideration in gross. This has made such an apportionment absolutely necessary. It cannot be ascertained for what the premises sold by the plaintiff were sold for by the company in any other known way. In such a case, apportionment is the proper method. 1 Bouv. Law Dict, tit. Apportionment. It is the only method of determining the amounts which each of several parties interested in an estate shall pay toward the removal of an incumbrance on the whole. 1 Washb. Real Prop. 96, 534. It is Fuller & Johnson Manf. Co., Limited, v. Bartlett. the only method of ascertaining the damages in case of a breach of the covenant of seisin as to a part only of the premises conveyed. Hall v. Gale, 20 Wis. 292; Noonan v. Ilsley, 21 Wis. 138. There is no more difficulty in apportioning this excess received by the company, between the plaintiff and Martin and Riches, than in any other apportionment. There is no mathematical certainty in any apportionment, for it depends upon comparative values, but it is as near certainty as possible. This cause was evidently very ably tried, and the rulings of the court seem to have been deliberate and judicious. We do not think there is any error in the record that is material, and the verdict appears to be just and supported by the evidence. By the COURT. The judgment of the Circuit Court is affirmed. Judgment affirmed. FULLER & JOHNSON MANF. Co., LIMITED, V. BARTLETT. (68 Wis. 73.) Patents-jurisdiction — right of master in invention of employee. ▲ State court has jurisdiction of an action, between residents of the State, to enforce a contract to assign a patent right for an invention. A manufacturing company was preparing to put upon the market a new machine. Its superintendent, knowing this intention, voluntarily disclosed to the company a device of his own, and by direction of the company, with its materials and at its expense, voluntarily applied his device to the machines. Held, that this did not imply an agreement for the absolute assignment to the company of a patent for the device, but implied a perpetual license to the company to apply the device at those works, and sell the machines anywhere. (See note, p. 847.) SPEC PECIFIC performance. The head-note sufficiently states the case. The plaintiff had judgment below. Rufus B. Smith and S. U. Pinney, for appellant. Stevens & Morris, for respondent. CASSODAY, J. The power to promote the progress of science and the useful arts, by securing for limited times to inventors the exclusive right to their respective discoveries, is vested in Congress. Sec. 8, art. 1, Const. of U. S. They have enacted, in effect, Fuller & Johnson Manf. Co., Limited, v. Bartlett. that any person who has invented or discovered any new and useful machine or improvement thereof, not known or used by others before his invention or discovery thereof, and not in public use or on sale for more than two years prior to his application unless the same is proved to have been abandoned, may obtain a patent therefor. Sec. 4886, Rev. Stat. of U. S. But notwithstanding the fact that the right of the inventor is thus secured by act of Congress, and the further fact that the Circuit Courts of the United States have original jurisdiction of all suits at law or in equity arising under the patent laws of the United States (subd. 9, § 629, Rev. Stat. of U. S.), yet the jurisdiction of the State court in this case is unchallenged and unchallengeable. The case involves no question as to the identity of the inventor, nor as to the validity or infringement of any patent that has been or may be issued to secure a monopoly of the invention. The action is based upon the breach. of an alleged contract between parties, both of whom at the time resided in this State, to assign the right to the patent for the invention. In this case there can be no question but that the State court properly took jurisdiction. Nesmith v. Calvert, 1 Wood. & M. 34; Hartell v. Tilghman, 99 U. S. 547, and cases there cited. It is like an action for the specific enforcement of a contract for the sale or lease of land the title to which is held by patent from the United States. Id. Before any inventor or discoverer can receive a patent for his invention or discovery, he must make application therefor in writing. Section 4888, Rev. Stat. of U. S. The applicant must make oath that he verily believes himself to be the original and first inventor or discoverer of the machine or improvement for which he solicits a patent. Section 4892. The specification and claim must be signed by the inventor. Section 4888. It stands con fessed that the defendant was the inventor of the tilting device in question. Of course, every patent, or any interest therein, is assignable in law by an instrument in writing. Section 4898. But the defendant had obtained no patent at the time this action was commenced. Patents may however be granted and issued to the assignee of the inventor or discoverer, but the assignment must first be entered of record in the patent office, and in all cases of an application by an assignee for the issue of a patent, the application must be made, and the specification sworn to, by the inventor or discoverer. Section 4895. |