Kickland vs. The Menasha Wooden Ware Co. been paid. A promise to pay money, supported by a sufficient consideration, cannot be held void because it was in parol, most certainly; and this was all the respondent sought to show. There is consideration expressed in the deed sufficient to support it and take it out of the statute. The additional consideration of the sale not paid, whether resting in parol or in writing, cannot affect the deed as a valid conveyance under the statute in any respect. It seems to be well settled that it is competent to prove by parol what the real consideration agreed to be paid was, and to show that the same or some part of it remains unpaid, though not thereby to impeach the title conveyed by the deed. 3 Washb. Real Prop. (3d ed.), 327; Kimball v. Walker, 30 Ill. 510; Villers v. Beamont, 2 Dyer, 146; Phil. Ev. 482; Belden v. Seymour, 8 Conn. 304,-cases cited in respondent's brief. But the cases above cited from our own court are sufficient. The learned counsel of the appellant admits, and cites cases to that effect, that parol evidence that the consideration named and receipted in the deed has not been paid may be proper; citing Shephard v. Little, 14 Johns. 210. Although in that case it was only sought to prove that the consideration named in the deed had not been paid, yet Judge SPENCER, in his opinion, cites the case of a lease where parol evidence was held admissible to prove an additional rent to be paid by the tenant beyond that expressed in the lease, and he says, near the close of the opinion, that "although you cannot by parol substantially vary or contradict a written contract, yet these principles are inapplicable to a case where the payment or amount of the consideration becomes a material inquiry." This language is repeated by Judge WOODWORTH in a similar case of Bowen v. Bell, 20 Johns. 338. The case of M'Crea v. Purmort, 16 Wend. 460, also cited by the learned counsel of the appellant, was one where the clause in the deed, acknowledging the receipt of a certain sum of Kickland vs. The Menasha Wooden Ware Co. money as the consideration of the conveyance, was held open to explanation by proof in parol that the consideration was to be paid in bar iron at a stipulated price. In Wilkinson v. Scott, 17 Mass. 249, it was held that the receipt or acknowledgment of the payment of the consideration in a deed was only prima facie or presumptive evidence of it and was open to explanation by parol; and that it was not a case within the statute of frauds, because it was not a contract for the sale of land; that that contract was executed and finished by the deed; and that it was only a demand for money arising out of the contract. If proving that no part of the consideration had been paid, against the receipt in the deed and acknowledgment by the deed that it had been paid, is proper, as the learned counsel admits, although so far in contradiction of the deed itself, how much more proper to prove an additional consideration not expressed or receipted in the deed. But enough on these first two points. See 2 Phil. Ev. 655, marginal, and cases cited in note 2. Third. That the said E. D. Smith, who consummated this contract of purchase, had no authority from the corporation to act as its agent in doing so, and especially had no authority to make the agreement to pay the plaintiff such additional consideration for the purchase. It is not strenuously insisted that he did not have authority to purchase the premises for the consideration named in the deed. It could not be reasonably so claimed, for the corporation defendant received all of the fruits of the purchase, and sold and conveyed the premises at a large profit to the Webster Manufacturing Company, and received the consideration, and in the most positive manner ratified and assumed the acts of the pretended agent Smith in making such purchase and paying the consideration named in the deed and in the taking of the conveyance to the company. But it is claimed that, there being no proof that the com Kickland vs. The Menasha Wooden Ware Co. pany ever had any notice of the promise to pay this additional consideration, 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 gesto. Story, Ag. § 134, and authorities in note 1. "An agent may undoubtedly, within the scope of his authority, bind his principal by his agree ment, and in many cases by his acts." Id. § 136, and note. Such agreement or acts may be the very inducement of the Kickland vs. The Menasha Wooden Ware Co. 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. Id. § 137. Suppose the master is not informed of anything but the sale. Is he not bound? Mundorff v. Wickersham, 63 Pa. St. 87. In this case the plaintiff had lent the defendant a note at the request 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 is 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 on 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 Kickland vs. The Menasha Wooden Ware Co. to deem his acts and knowledge obligatory upon the principal. Id. § 140, and note 1. In the application of these principles, what was the subject matter and the res gesta, 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 res gestœ; (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 |