1. Waters and Water Courses <&wkey;158%(l) — Appropriation—Diversion— Contracts.

In a suit by the United States to enforce the terms of a contract entered into by defendant, which provided that it should not divert more than 80 cubic feet of water per second from a stream, evidence held insufficient to sustain defendant’s contention that its officers and stockholders did not understand the terms of the contract and executed it through mistake.

2. Waters and Water Courses <&wkey;158%(2) — Cause op Action.

The Reclamation Service of the United States, having promulgated a scheme to increase largely the supply of water of a river for irrigation purposes by constructing storage works for the purpose of impounding surplus water in the winter months and distributing it during the irrigation season, induced rival appropriators of water, one of whom was defendant, to specify the amounts of water which they diverted, it appearing that all of the natural flow of the stream had been appropriated so the amount of the surplus could be determined. After the construction of reservoirs defendant appropriated water in excess of the amount specified in the contract, whereupon the United States filed a complaint, alleging that the excessive diversion by defendant during the low-water season directly contributed to the shortage in the natural flow available and unlawfully diminished the amount of stored water which plaintiff had contracted to deliver to persons and corporations, and, further, that there -were vast ureas of semiarid land which would be rendered permanently useless, or of far less value unless plaintiff could carry out its plan of disposing of the natural flow of the stream in conjunction with the stored waters. Held, that the complaint was sufficient to state a cause of action.

3. Waters and Water Courses <&wkey;158%(2) — Actions to Restrain Diversion —Right to Maintain.

In such ease, the United States, having constructed large irrigation works, pursuant to Reclamation Act June 17, 1002, c. 1093, 32 Stat. 388 (Comí). St. 1916, §| 4700-4:708), and having become an appropriator of water and purchaser of other appropriations, has sufficient Interest to maintain the suit.

4. Waters and Water Courses <&wkey;>lE58%(l) — Reolamation—Agreements.

Where the Reclamation Service of the United States, being desirous of reclaiming a large area of semiarid lands by increasing the waters of a stream available for irrigation by storing the same during the winter months for use in the irrigation season, induced prior appropriators, all of the waters of the stream having been appropriated, to execute agreements stating the amount to which they were entitled, defendant, one of the appropriators, cannot, the United States, in reliance on such agreements, which were necessary to determine the flow of water to which the appropriators were entitled, having constructed vast reclamation works, avoid compliance with the contract on the theory that it was not an agreement and had not been executed.

5. Contracts <&wkey;B46(l) — Defenses—Pleading.

Defendant, in snit to enforce contract, cannot set up a defense not pleaded.

6. Corporations <&wkey;426(2) — Stockholders—Ratification.

Si ockholders can ratify any act of a corporation which they might have authorized in the first instance, including acts done by the directors outside the scope of their powers.

7. Corporations <&wkey;42G(7) — “Ratification”—Acquiescence.

Acquiescence by stockholders after such a length of time and in such circumstances that knowledge of acts done by the directors beyond their authority, is to lie inferred will operate as a “ratification.”

[Ed. Note. — For other definitions, see Words, and Phrases, First and Second Series, Ratification.]

8. Corporations <&wkey;426(7) — Authority of Officers — -“Ratification.”

The adjustment of conflicting claims of appropriators of water from a river being a necessary condition to the consummation of a reclamation project of the United States, defendant, a mutual irrigation company, which diverted water from such river, under resolution of its directorate, which was authorized to contract for the sale of water and had executed mortgages without authority from the stockholders, executed an agreement, limiting its claim to specified quantities. Though all of its stockholders knew of the contract, they did not then disavow the authority of the directors, but remained silent while the government proceeded with the work, making vast outlays of money, in the belief that all disputes had been settled. Thereafter the stockholders, by resolution after a dispute with the Reclamation Service, asserted their right to a greater quantity of water than that specified in the contract, and authorized suit to enforce their rights, but none was brought. Helé, that by failure of the-stockholders to disavow the unauthorized acts of the corporate officers and give notice of the disavowal to the government, they and the corporation were precluded from questioning the authority of the officers, or the validity of the contract; the acquiescence of the stockholders amounting to a ratification of the contract.

9. Waters and Water Courses &wkey;>158(l) — Diversion—Appropriation—Contracts.

Where defendant, a mutual irrigation company, executed a contract with the government limiting its appropriation of water, and the government proceeded with a reclamation project based on such contract, defendant cannot defeat the contract on the theory that it should not be construed as an abandonment of rights of its stockholders, because to-constitute abandonment of a water right there must be an intent to abandon and actual relinquishment.

10. Waters and Water Courses <&wkey;137 — Appropriation—Adverse Use.

Defendant’s appropriations of water in excess of amounts to which it was entitled under contract with the government, having continued for less than 10 years before suit, defendant acquired no adverse rights to-water so taken.