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THE ORIENTALIST upon matter which is put in issue by the pleadings; and
Co., and RAMON J. FERNANDEZ, defendants and appellants. if the proof varies materially from the allegations, the
pleadings may, upon the application of the party
1. 1. PLEADING; DUE EXECUTION OF CONTRACT; interested, be amended in order to bring them into
AUTHORITY OF OFFICER TO BIND conformity with the facts proved.
CORPORATION.—Where the name of a corporation is
signed to the document which is the basis of an action, 1. 4. ID.; ID.; SPECIAL DEFENSE.—The rule above
the failure stated applies equally to a special defense stated in the
answer as to the plaintiff's cause of action.
635
1. 5. CORPORATIONS; CONTRACTS; POWER OF
VOL. 38, SEPTEMBER 24, 1918. 635 BOARD; RATIFICATION.—The power to make
Ramirez vs. Orientalist Co. and Fernandez. corporate contracts resides primarily in the company's
board of directors; but the board may ratify an
1. of the defendant corporation to put in issue, by denial unauthorized contract made by an officer of the
under oath the due execution of the instrument, as corporation. Ratification in this case is held to have
required in section 103 of the Code of Civil Procedure, occurred when the board, with knowledge that the
operates as an admission of the authority of the officer contract had been made, adopted a resolution
to execute the contract, since the authority of the officer recognizing the existence of the contract and directing
to bind the company is essential to the due execution of that steps be taken to enable the corporation to utilize
its contract. its benefits.
657