Opinion of the Court-Sullivan, C. J.

It is next contended that the plaintiff is a foreign corporation and that the deeds conveying said mining claims to said corporation were absolutely void under the provisions of sec. 2792, Rev. Codes, which section was 2653, Rev. Statutes, and was amended by an act of the legislature in 1903 (see Sess. Laws 1903, p. 49). It appears that the respondent corporation was organized under the laws of Maine on January 27, 1906; that the deeds conveying said mining claims to said corporation are dated April 21, 1906; that said articles of incorporation were filed in the office of the county recorder of Shoshone county on April 21, 1906, and on the same date with the secretary of state. On June 16, 1906. the respondent filed with the clerk of the district court of said Shoshone county a copy of designation of agent and on the same day filed said deed for record, and two days later filed a copy of its designation of agent with the secretary of state. It thus appears that the deeds bore date of April 21st and were not filed for record until June 16, 1906, the date of filing its designation of agent. Said sec. 2792 provides, among other things, that every foreign corporation, before doing business in this state, shall file with the county recorder of the county in this state in which is designated its principal place of business a copy of the articles of incorporation of said corporation and with the secretary of state, and must also within three months from the time of commencement to do business in this state, designate some person in the county in which the principal place of business is conducted, upon whom process may be served, and within that time must file such designation in the office of the secretary of state and the office of the clerk of the district court of such county. It is also provided as follows:

"No contract or agreement made in the name of, or for the use or benefit of, such corporation prior to the making of such filings as first herein provided, can be sued upon or enforced in any court of this state by such corporation. Such corporation cannot take or hold title to any realty within this state prior to making such filings, and any pretended deed or con

Opinion of the Court-Sullivan, C. J.

veyance of real estate to such corporation prior to such filings shall be absolutely null and void."

This court has had under consideration the question of the right of foreign corporations to do business in this state, and several features have been determined in the following cases: Katz v. Herrick, 12 Ida. 30, 86 Pac. 873; War Eagle Consolidated Mining Co. v. Dickie, 14 Ida. 534, 94 Pac. 1034; Tarr v. Western Loan & Savings Co., 15 Ida. 741, 99 Pac. 1049, 21 L. R. A., N. S., 707; Foore v. Simon Piano Co., 18 Ida. 167, 108 Pac. 1038; Keating v. Keating Min. Co., 18 Ida. 660, 112 Pac. 206. We think the rules laid down in those cases effectually dispose of the contention on the point under consideration against appellants, and under the facts of this case appellants cannot profit in this action on the ground that said deed was executed on April 21, 1906, and that the designation of agent and the deeds were filed on the same date with the clerk of the district court of Shoshone county, ex-officio recorder, and said designation of agent was filed within the three months provided for by said section.

The assignment of error involving the action of the court in permitting the amendment of the complaint at the close of the evidence is not well taken. Under the provisions of our statute, Rev. Codes, secs. 4225 to 4229, inclusive, amendments should be liberally allowed. Under statutes similar to our own, the supreme court of Washington in Miner v. Paulson (Wash.), 110 Pac. 994, said: "A party may amend at any stage of the proceedings almost as of course to make his pleadings correspond with his proof." Said amendment did not result in an abandonment of the original theory of the respondent as to the fact that a conspiracy existed. The amendment simply set forth the actual facts with reference to the location of said mining claim in order that the decree might properly follow the evidence. It simply made the pleading conform to the proof introduced by appellants themselves and they certainly were not taken by surprise in regard thereto.

Points Decided.

The court in its findings of fact found all of the material issues in favor of the respondent, and the evidence is amply sufficient to sustain them.

Upon a careful examination of the record, we conclude that it contains no reversible error, and the judgment must therefore be affirmed, and it is so ordered, with costs of this appeal in favor of the respondent.

Ailshie, J., concurs.

(December 28, 1910.)

E. A. ROWLEY, Respondent, v. STACK-GIBBS LUMBER CO., a Corporation, Appellant.

[112 Pac. 1041.]

SALE OF LOGS-CORPORATION-CONTRACT BY BOOKKEEPER OF RATIFICATION OF CONTRACT-VERDICT OF JURY-TECHNICAL ERRORS AND DEFECTS SUBSTANTIAL RIGHTS-INSTRUCTIONS.

(Syllabus by the court.)

1. Where a contract for the purchase of sawlogs was made with the bookkeeper of a corporation and the corporation had the logs scaled or measured, and received them, the corporation thereby ratified the contract made by its bookkeeper and is liable to the seller for the contract price of the logs.

2. A corporation like a natural person may ratify any act which it can perform.

3. Under the provisions of sec. 4231, Rev. Codes, where technical errors or defects in the proceedings or trial occur which do not affect the substantial rights of the parties, the judgment must not be reversed by reason of such errors or defects.

4. Held, that no substantial rights of the appellant have been affected by the technical errors that appear in the record.

5. Held, that the corporation having ratified the contract and received the benefits of it, it must perform its part thereof.

6. The instructions contain a clear and concise statement of the law of the case, and, taken as a whole, are sufficient.

Argument for Respondent.

APPEAL from the District Court of the Eighth Judicial District, for Kootenai County. Hon. Robert N. Dunn, Judge.

Action to recover the purchase price for sawlogs. Judg. ment for plaintiff. Affirmed.

Edwin McBee and E. N. La Veine, for Appellant.

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. If the material facts be either suppressed or unknown, the ratification is treated as invalid because founded in mistake or fraud. (Owings v. Hull, 9 Pet. (U. S.) 608, 9 L. ed. 246; Billings v. Morrow. 7 Cal. 175, 68 Am. Dec. 235; Bank v. Drake, 29 Kan. 311, 44 Am. Rep. 646; Combs v. Scott, 12 Allen (Mass.), 496: Seymour v. Wyckoff, 10 N. Y. 223; Story on Agency, 239: 4 Thompson, Corp., 5306; Pac. Rolling Mill v. D. S. & G. R. Ry. Co., 5 Fed. 853, 7 Saw. 61; Smith v. Tracy, 36 N. Y. 82: Schutz v. Jordan, 32 Fed. 55; Penn. etc. Nav. Co. v. Dandridge, 8 Gill & J. (Md.) 248, 29 Am. Dec. 543.)

Robert H. Elder and Edgar S. Elder, for Respondent.

A corporation like a natural person may ratify any act which it can perform. (Oregon R. Co. v. Oregon Ry. & Nav. Co., 28 Fed. 505; Toppan v. Cleveland C. & C. Ry. Co., Fed. Cas. No. 14,099; Manville v. Belden Min. Co., 17 Fed. 425, 5 McCrary, 391; Peterborough Ry. Co. v. Nashua & L. R. Co., 59 N. H. 385.)

A corporation which accepts the benefit of a contract by its officers without authority is estopped from denying the authority of its officers if the contract is one that the corporation is authorized to make. (Pittsburg etc. Co. v. Keokuk etc. Co., 131 U. S. 371, 9 Sup. Ct. 770, 33 L. ed. 157; Fister v. La Rue, 15 Barb. 323; Halstead v. Dodge, 1 How Pr., N. S., 170; Morrell v. Long Island Ry. Co., 1 N. Y. Supp. 65; Merchants' Bank v. Central Bank, 1 Ga. 418, 44 Am. Dec. 665; Canal Co. v. Hawkins, 4 Ind. 474.)

Opinion of the Court-Sullivan, C. J.

Where a corporation has received the benefits of the contract, it must perform its part of it. (De Groff v. A. M. L. T. Co., 21 N. Y. 127; Scott v. N. W. & W. G. R. Co., 86 N. Y. 200; Kickland v. Menasha Wooden Ware Co., 68 Wis. 34, 60 Am. Rep. 837, 31 N. W. 471.),

SULLIVAN, C. J.-This action was brought to recover the sum of $579.20 and interest thereon for logs alleged to have been sold and delivered to the appellant corporation. It is alleged that the logs were sold in the month of November, 1907, and were delivered during the months of March, April and May, 1908; that there were 60,968 feet of logs delivered, for which the appellant agreed to pay $9.50 per thousand.

The defendant by answer denied the purchase and the receipt of the logs and denied any indebtedness in any amount. During the trial it was admitted that the logs in question were delivered to the defendant corporation and were received by it, but they seek to avoid payment on the ground that the plaintiff had no title to the logs, and for the further reason that the agent dealing with the plaintiff had no right or authority to purchase said logs.

The case was tried with a jury and verdict and judgment found and entered for the amount above stated. A new trial was denied and this appeal is from the judgment and said order. Thirty-nine errors are assigned, most of which are in regard to the rejection and admission of testimony.

It appears from the record that the contract for the sale of the logs was made with one Cleland, the bookkeeper of the appellant company, and it is contended that he was not authorized to enter into such contract; but it appears from the evidence that after the contract was entered into, the corporation sent a man to scale or measure the logs and received them, and under a well-established rule when a corporation accepts or ratifies a contract made by an unauthorized person, it becomes the contract of the corporation. The evidence clearly shows that by having the logs measured and receiving them under the contract made by its bookkeeper, it ratified the transaction. It appears that the appellant,