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While Chen as general manager of Kong Li Po, hadimplied authority to bind corp by a reasonable andusual contract of employment with Yu Chuck suchcontract here cannot be so considered. The term ofemployment is unusually long and conditions areso onerous that possibility of corp being throwninto insolvency is expressly contemplated incontract. This fact should have put Yu Chuck uponinquiry as to extent of business manager'sauthority. 2. Evidence does not support contention thatcontract was impliedly ratified by corp.It is merely based on fact that Kim Hua, presidentof corp for 1920, admitted on stand that he saw YuChuck work as printers in the office but he deniedany knowledge of existence of contract and said itwas never presented to him nor the Board. Before a contract may be ratified, knowledge of itsexistence must be brought to parties who haveauthority to ratify it. No such knowledge shownhere. A ratification by Pres would have been no availeither because in order to validate a contract,ratification by the board of directors was necessary.Fact that pres was required by by-laws to sign docsevidencing contracts of the corp, does not mean hehad power to make the contracts. 3. Notice given by a Chen Yu Man posted inthe newspaper making null and void allcontracts not signed by TC Chen did not leadYu Chuck to think Chen had authority tomake contract.Notice was published a month after contract wasentered into. Evidence also shows that Chen YuMan and Chen is one and the same person. The notice confers no special powers, but is only anassertion by Chen that he would recognize nocontracts not duly signed by him. NO evidence to show that notice ever brought toattention of officers of corp. Tropical Homes v. Villaluz (TOFF)Insular Drug v. PNB (REG)J. Malcolm1933FACTS: U.E. Foerster, a salesman and collector ofInsular Drug for the Islands of Panay and Negros.was instructed to take the checks for the drugcompany to the Iloilo branch of the Chartered Bankof India, Australia and China and deposit theamounts to the credit of the drug company.Instead, Foerster deposited the checks, includingthose of four people, with the Iloilo branch of thePNB, in his personal account. The amount of thechecks were subsequently withdrawn by U. E.,Foerster and Carmen E. de Foerster (the former’swife).The drug company investigated the transactions ofFoerster. Upon the discovery of anomalies, Foerstercommitted suicide.The bank argued that the fraud was not proved,and that Foerster had implied authority to indorseall checks made out in the name of the InsularDrug Co.ISSUE: WON PNB is liable. YES.RULING: As to the first argument, no such specialdefense was relied upon by the bank in the trialcourt.