Blood

Appeals from the judgment and from the order denying a new trial.

The complaint is a pleading in the usual form to fore-' *223 close a mortgage alleged to have been executed by defendant corporation to plaintiff. Defendant answered, denying the execution of the instruments, and likewise filed a cross-complaint, a general demurrer to which was sustained.

Upon the trial the following facts were disclosed: One James A. Blood was the owner of a ranch containing about three hundred and fifty acres. In the year 1887 he authorized his nephew, James A. Blood, Jr., a real estate broker, to make a sale of this ranch at the price of one hundred and five thousand dollars, agreeing to pay him a commission of five thousand dollars for effecting the sale. Blood, Jr., proceeded as a “promoter” to organize a corporation for the purpose of purchasing this land, platting, subdividing, and selling it. Under these circumstances the La Serena Land and Water Company was organized as a corporation. After it had filed its articles of incorporation, but before any meeting of its directors was held, the subscribers to the capital stock of the corporation, of whom Blood, Jr., was one, in meeting agreed…

I dissent, and adhere to the opinion delivered in Department. (Blood v. La Serena Land etc. Co., infra.) Section 2310 of the Civil *231 Code must be construed, and has always been construed* by this court, in connection with the principle declared in section * 1589, that “a voluntary acceptance of the benefit of a transaction is equivalent to a consent to all the obligations arising from it, so far as the facts are known, or ought to be known, to the person accepting”; and in section 2311, that “ ratification of part of an indivisible transaction is a ratification of the whole.” Of course, there is a certain distinction between ratification and estoppel in pais; that is, the word “ estoppel ” applies to certain acts and conditions to which the word “ ratification ” could not be appropriately applied, and vice versa. Strictly speaking, estoppel is where a man is bound by his own act, and ratification where he is bound by his acceptance of the act of another. The common example of estoppel, where the owner of property stands by and sees it sold without disclosing his title, could not well be designated as ratification; and so when a man consents to, and indorses, the unauthorized…