Ratification by a

corporation of an
unauthorized
act
or contract by its
officers
relates
back to the time of
the act or contract
ratified
and
is
equivalent
to
original authority.
The
theory
of

corporate
ratification
is
predicated
upon
the right of a
corporation
to
contract, and any
ratification
or
adoption
is
equivalent to a
grant
of
prior
authority.

Ratification
cleanses
the
contract from all
its defects from
the moment it was
constituted. Thus,
even in the face of
an express by-law
requirement
of
prior approval, the
law
on

corporations is not
to be held too rigid
and inflexible as to
fail to recognize
equitable
considerations.