Leach, I deposited balance due your society, less pro rata assessment for defending suits, in bank here, requesting you to draw for the amount, viz., $2,880;" and adding, "The funds are not drawing interest." On receiving this pointed and specific notification, Mr. Davis consulted legal counsel relative to the matter, and on September 3, 1884, wrote the executor as follows: "CAVENDISH, VT., September 3, 1884. "C. B. Orcutt, Esq., Agt., 150 Broadway, N. Y.-DEAR SIR: I have this day drawn on you through Baxter National Bank, Rutland, for $2,880. "Yours, truly, GEO. F. DAVIS, Treas." And on the same day he made the following draft: "$2,880. CAVENDISH, VT., September 3, 1884. "At sight, after date, pay to the order of Geo. R. Bottum, cashier Baxter Nat. Bank, twenty-eight hundred and eighty dollars, value received, and charge to account of GEO. F. DAVIS, "Treas. Vt. Baptist State Con. "To C. B. Orcutt, Agent James S. Ladd, Executor Mrs. P. B. Leach's Will, 150 Broadway, New York." This draft was deposited by Davis in the Baxter National Bank for collection, and collected in due course, and the proceeds placed to the credit of Mr. Davis. September 4, 1884, the executor replied to the above letter of September 3d, as follows: "150 BROADWAY, N. Y., September 4, 1884. "Geo. F. Davis, Treasurer Vt. Baptist State Convention-DEAR SIR: Yours of the third instant, advising that you had drawn on me for $2,880, duly received. I have paid the draft, which is in full for all claims against the estate of Priscilla B. Leach, being balance due on legacy to your convention, as per statement rendered August 16, 1884, and subsequent advice of August 26th. "Very truly, C. B. ORCUTT, Mr. Davis held the money received upon his draft some three weeks, and duly informed the directors of the convention that he had it, and the convention has since retained it. The receipt of this money was duly reported to the convention at its next annual meeting by the treasurer, and his report was accepted without question in this behalf. October 6, 1884, Mr. Davis wrote to the executor, saying, in substance, he never had any authority to settle this matter for less than the amount legally due, and never intended to do so, and claiming the full amount of the legacy, with interest. We are all agreed that this legacy was paid in full when Mr. Davis drew for the $2,880, and applied the proceeds to the use of the plaintiff. The correspondence above set out shows clearly an attempt by the executor to pay the $2,880 in full extinguishment of the plaintiff's claim. It was offered as and for a full payment, and, when accepted, it was taken as offered in full. In this holding we do not question the general rule prevalent in this state and elsewhere, that payment of a sum less than the one due is no accord and satisfaction of the larger sum, because the facts do not bring the case within the range of that rule. That rule applies only when the claim is liquidated, or is dependent upon a mere arithmetical computation. McDaniels v. Lapham, 21 Vt. 222. Here, it is true, the claim, as the plaintiff now makes it, could be easily computed, and so, from his stand-point, was liquidated within the rule. But the defendant repudiated this claim, and did not pay in recognition of it. He made the payment upon the express condition that it should be in full for the balance due on the plaintiff's legacy. The plaintiff took the money, and converted it to its own use, without even a protest against the defendant's condition that it was in full. It is now too late to repudiate that condition. If the plaintiff did not intend to accept the condition, it should have refused the money. It cannot accept the one and reject the other. A payment must be retained, if accepted, upon the terms annexed to it by the payer. Solutio accipitur in modum solventis. In McGlynn v. Billings, 16 Vt. 329, it was held that when a debtor offers his creditor a certain sum as the balance due him on book, and, upon his refusal by the creditor, deposits it with a third person for the creditor if he will accept it in full, and the creditor subsequently receives it from such third person, declaring at the time that he will not accept it in full, such acceptance of the money discharges the creditor's whole account. In Cole v. Champlain Transp. Co., 26 Vt. 87; McDaniels v. Lapham, 21 Vt. 222; and McDaniels v. Bank of Rutland, 29 Vt. 230,-the same doctrine was announced. The defendant's letters of August 16th and 20th contained a clear notification to the plaintiff's treasurer of the terms upon which he could draw the $2,880, which the defendant claimed was the balance due, and the treasurer accepted the money without even a protest, as in McGlynn v. Billings, that he repudiated the condition. He must have understood that the defendant was paying in full. This is sufficient to bring the case within the authorities cited. But, if there be any doubt on this point, the defendant's letter of September 4th, received while the money was in the treasurer's hands, renewed the condition upon which he was to hold it. He then was in condition to restore the money to the defendant; but, after notifying his associates on the board of directors,—and we must assume that he probably was less reticent in his dealings with them than he thus far had been with the defendant,—he elects to retain the money, and the condition itself is now holding the funds. It is not claimed in the brief of the plaintiff that Mr. Davis acted without proper authority in the matter of receiving this money. He was the fiscal agent of the convention, and the convention was fully informed of the claim of the executor respecting the amount of the balance due when the $2,880 were paid. In the report of the managers to the convention, dated September 24, 1884, they say: "In regard to the Leach legacy, a further payment of $2,880 was made to the treasurer the fourth inst. The balance of $320 is withheld by the ex ecutor of the will on the claim that it is the part of costs necessarily incurred in defending the estate which the convention should pay. It should be noted that hereafter the Baptist Church in Middletown is entitled annually to an order of fifty dollars from the income of this legacy." This report was accepted and adopted by the convention. The treasurer, at the same session of the convention, reported the Leach legacy, at the sum of $7,680, as part of the permanent fund of the convention; this being precisely the amount stated by the executor in his letter of August 16th, and the report of the treasurer covers the balance due, less interest and pro rata share of costs. There can be, therefore, no room for doubt that, even if Mr. Davis had acted without due authority in accepting the payment of $2,880 as the true balance due on this legacy, his principal had ratified the payment with full knowledge of the executor's claim. The executor is not chargeable with interest on the legacy, nor with the $320 withheld for legal expenses. The judgment of the county court is reversed, and judgment that all the claims made by the plaintiff in the agreed statement be disallowed, and ordered that this judgment be certified to the probate court. NOTE. 1. RATIFICATION OF ACT OF AGENT. The unauthorized act of an agent, when ratified by the principal, is equally binding as though within the scope of the agent's power. Sandwich Manuf'g Co. v. Shiley. (Neb.) 17 N. W. Rep. 267. See Garland v. Wells, (Neb.) 18 N. W. Rep. 132. One may become bound by a contract which another. without authority, has assumed to make in his name, by knowingly accepting its benefits, by failure to repudiate it within a reasonable time, and by an express promise, subsequently made, to perform the contract. Eikenberry v. Edwards, (Iowa,) 24 N. W. Rep. 570. A principal is not chargeable with liability on the ground of having ratified a con. tract, in the absence of notice or knowledge on his part of the unauthorized terms of it, and no facts existing to raise an estoppel. Jackson v. Badger, (Minn.) 26 N. W. Rep. 908. The ratification of an act of an agent previously unauthorized must, in order to bind the principal, be with a full knowledge of all the material facts. McClelland v. Whiteley, 15 Fed. Rep. 322. See Craighead v. Peterson, 72 N. Y. 279. A ratification presupposes a knowledge of the thing ratified. Adams v. Smith, (Nev.) 9 Pac. Rep. 337. When the unauthorized act of an agent is ratified by the principal, the ratification relates back to the time of the inception of the transaction, and the act is treated throughout as though it were originally authorized. In re Insurance Co., 22 Fed. Rep. 109. The ratification of an agent's acts, with knowledge of the circumstances, relates back to the time they were performed, and binds the principal the same as if authority had been given in advance. United States Exp. Co. v. Rawson, (Ind.) 6 N. E. Rep. 337. A ratification of a contract relates back to the time of its making. Hernote v. Kersey, (Iowa,) 28 N. W. Rep. 468. Where the supervisors of a town employed counsel to act in a suit on behalf of the town, and the services have all been performed, and the benefit thereof enjoyed, with the acquiescence of the town, such acquiescence will be ground for inferring a ratification of the employment. Ratification may frequently be inferred from acquiescence after knowledge of all the material facts, or from acts inconsistent with any other supposition. Town of Bruce v. Dicky, (Ill.) 6 N. E. Rep. 435. In order to make a valid ratification it is not necessary that the principal should not only know all the facts, but also the legal effect of the facts, and then, with a knowledge of both the law and the facts, have ratified a contract by some independent and substantive act. It is sufficient if a ratification is made with full knowledge of the material facts. Kelley v. Newburyport & A. H. R. Co., (Mass.) 6 N. E. Rep. 745. (40 N. J. E. 481) KEYSER v. ANGLE and others. (Two Cases.) (Court of Chancery of New Jersey. October Term, 1885.) FRAUDULENT CONVEYANCES-NOTICE-BONA FIDE PURCHASER. Where a sister purchased land from her brother, with a knowledge of his indebtedness, paying a sum in cash, and giving a note for the balance of purchase money, which was not paid until four years afterwards, in a bill by a creditor to have the transfer to the sister declared fraudulent, held that, as she knew of the judgments against her brother before the note was paid, she was not a bona fide purchaser for value. Held, further, that in the sale of the land under the judgments, and under proceedings in partition, in which the sister purchased it, the judgment creditor was entitled to stand in the place of his debtors whose interests he purchased under his judgments, and that the purchase money should be paid to him.1 J. M. Robeson, for complainant. BIRD, V. C. The more difficult question is whether the transfer of the title from John Angle to Eliza, his sister, was fraudulent as against the complainant or not. The complainant was a creditor of John. If this conveyance can be upheld, it must be upon the ground of bona fides and valuable consideration. I think the former cannot be maintained. John became entitled to a share of this tract of land by the death of his father. In a very short time after his father's death he offered to sell his interest in his inheritance to his sister Eliza. Eliza says that John was very needy: "I knew my brother was very destitute at the time I bought him out,—destitute of a living." She says she had heard the business affairs of her brother and Mr. Keyser talked over before, but not at the time when she bought him out. She also says: "I remember that his wife told me, while I was there buying him out, that she had given up everything, and she expected Keyser would come and take their house." This surely is enough, in the eye of the law, to put her on her guard. With this knowledge, it cannot be said that she was a bona fide purchaser. If I am right in this, under all the cases, the title of Eliza must be subordinated to the judgment of the complainant. Again, Eliza says she knew her brother was very much in need of money, but she says she gave him only $40 or $50 in cash, giving her note for the balance, ($650,) and not paying that until about four years afterwards. I cannot but think that holding this note so long (the brother being in so much need) is strong proof that the sister knew all the time. that she was risking the loss of the whole if Mr. Keyser should press his demands. Besides, there are authorities holding that giving a note is no sufficient consideration in such cases. According to these the money must be paid in order to satisfy the statute. If Eliza had not the notice of the fraud which the law contemplates before she accepted the conveyance, she cer tainly had very soon after, and long before she paid the $650. Bigelow For a full discussion of the question of fraudulent conveyance, and of bona fide pur chaser for value, and notice, see Knight v. Kidder, (Me.) 1 Atl. Rep. 142, and note, 143-150. v.4A.no.5-41 Fraud, 309; Bump, Fraud. Conv. 477. I conclude that the fraud is very clearly established in both cases. The complainant sold this very land under his judgments. It was also sold under proceedings in partition, and Eliza purchased it. The complainant asks to stand in the place of his debtors, John and Steuben, whose interests he purchased under his judgments. I think he is so entitled, and that the purchase money must be paid to him. The commissioners had notice. But counsel for defendants urged that no title passed to the complainant under the sheriff's deed, because it was not properly proved and acknowledged. I think this objection should not prevail. The statute has been complied with. If no title passed, as a consequence the judgments of the complainant are still liens on the land, and can be enforced even under this proceeding; all parties being in court, and Eliza being the purchaser and chargeable with knowledge. I will advise a decree in accordance with these views, giving costs to the complainant. (40 N. J. E. 486) STOCKTON, Receiver, etc., v. ANDERSON. (Court of Chancery of New Jersey. October Term, 1885.) ACTION OR SUIT-PARTIES-JOINDER-FRAUD. Where a liability arises from the wrongful act of parties, each is liable for all the consequences, and it is not necessary to make all persons parties who may have more or less joined in the act complained of. On demurrer to bill. Frederick W. Stevens, for complainant. S. A. Noyes and Robert Sewell, for defendant. BIRD, V. C. The bill charges that the defendant, being treasurer of the corporation of which the complainant is now receiver, participated in a fraudulent transaction which resulted in the loss of a large sum of money to the company, for which he is personally and separately lia The allegation is that the company was possessed of valuable securities, and that certain stockholders and directors entered into an arrangement, by which those securities should be assigned and transferred for their individual benefit; and that, in pursuance of such arrangement, portions of the securities were transferred to three of the directors, and that the further progress of the arrangement was arrested by the protest of other interested parties, when, to give all the appearance of honesty, checks to the amount of $150,000 were produced and paid into the treasury, and receipted for by Mr. Anderson, the defendant, as treasurer, which he took the responsibility of returning to the drawers, without payment, which left the great wrong complained of unatoned. In this he is charged with fraud. Notwithstanding the bill clearly shows a plot in which many were concerned, and, if the defendant is liable, are equally so with him, yet he alone is made defendant, for which the bill is demurred to. The de |