by the directors to the president, but must be exercised by the board of directors themselves. This is broadly stated in some of the text-books. See Lewis on Eminent Domain (2d Ed.) § 243, p. 575; Randolph on Eminent Domain, 104, p. 95, and Baldwin's American R. R. Law, 51, 56. An examination of a number of the cases cited by them indicates that they were from states in which there were statutes which to a greater or less degree may have affected the decisions. Other text-writers and courts lay down the rule as to powers of directors which they cannot delegate in more general terms. 1 Wood on Railroads (2d Ed.) § 154, p. 462; 3 Elliott on Railroads, 919, 920; Green's Brice's Ultra Vires, 490. And other decisions declare that the power of eminent domain cannot be delegated. Lyon v. Jerome, 26 Wend. (N. Y.) 485, 37 Am. Dec. 271, where several strong opinions were delivered. It is urged in reply that this rule prevents only a delegation to a different person, as, for instance, a contractor, or another company, and not the authorizing of officers or agents of the company to exercise the power in the name of such company. It is unnecessary for us to decide whether, under our general laws touching the incorporation of railroad companies, where the charter fixed one terminus not far from the limits of a city, and authorized the company to fix the other at or near the center of such city, the duty of selecting the inner terminus and the route devolved on the directors as a quasi judicial or discretionary power, or whether they could delegate this and the power to exercise the right of eminent domain to the president. We leave that question open, and do not by what is herein stated intimate an opinion that such power could or could not in a proper manner be delegated. Of course, the directors would not be required to do the physical surveying or ministerial duties in carrying out condemnation proceedings, but the question stated has reference to the power of choice or determination. If the power to so locate the line and terminus and to exercise the right of eminent domain can be conferred by the directors on the president, it must be clearly done, and it would not arise merely from a general power given in the by-laws to the president to conduct the business and affairs of the company “subject to the approval of the directors," their executive committee, or its chairman, at least not before such approval. This is not a question of holding a principal liable for the contracts or like acts of an agent within his real or apparent authority, or of ratification of such acts, but of the exercise of the power of the state to condemn property delegated to the company. The law in regard to the exercise of the right of eminent domain must be strictly followed. Under the express provisions of the power given to the president, if the authority granted to conduct the affairs of the company generally be construed to include the power to exercise the right of eminent domain, it was subject to “direction and approval." If before such approval or direction the president could proceed to exercise the right, would the property owner be bound, and the company not? Could they approve or disapprove as they chose, while he could not? Under such a power, & location by the president, and proceedings to condemn property, without more, would not be lawful. When a report of the route, and of what had been done, with maps or plans, was laid before the directors, showing, among other things, the property of plaintiff which it was proposed to condemn, and they approved it, and confirmed and ratified the acts of the president and authorized him to proceed with the condemnation, from that time it became the action of the directors. In this case the stockholders also passed resolutions of confirmation and ratification. Under this view we need not discuss the case of Tennessee Central R. Co. v. Campbell, 109 Tenn. 655, 73 S. W. 112, strongly relied on by the defendant in error, further than to say that there was evidence in it of action by the directors (formal or informal), and that the general manager had submitted maps to the directors which were approved and became part of the company's records. The evidence shows that, by direction of the president, a notice was given to the plaintiff of an intention to condemn her lot, which also informed her of the assessor named by the company and the time set for a meeting, to wit, August 30, and requested her to appoint an assessor on her part to meet with the one appointed by the company, and to determine the damages in accordance with the statute. It was served on her on August 14, 1906. The present equitable petition was filed August 30th. On October 11th a director's meeting was held, to which the presi dent made a report showing how the line of the company had been surveyed and located, submitted a plan of the freightyards and proposed location of the depot and tracks prepared by an engineer, and stated that he had approved the plan. The directors passed a resolution ratifying, approving, and confirming the action of the president and engineers of the company in locating the line of its railroad, the local freightyards, freighthouses, and general yards, as fully as if it had been specially authorized. It was also declared that, if the line so located could be construed as a change from the general direction and route of the company as stated in the orig inal petition, such general direction and route were changed accordingly. The president was authorized to take all action necessary to carry into effect the plans and to acquire all land and property necessary to do so. The action of the president in causing condemnation proceedings to be begun, and the action of real estate agents in previously making an offer for the property under the direction of the president, were confirmed and ratified, and the president was authoriz ed to proceed. Other features of the resolution need not be here set out, as they are not involved in this case. On the same day the stockholders passed similar resolutions. Upon the passage of the resolution confirming the route as laid out by the president, this became the action of the directors, and we perceive no reason why it was not then good, and none has been shown to us. 6. A serious point of controversy, however, is as to whether this action of the directors, taken more than a month after the president had caused the notice of intention to condemn to be served on the plaintiff, and after the filing of the present equitable petition, • could relate back and by ratification make such notice good. It is to be noted that the plaintiff never waived due and lawful notice of the condemnation proceeding, but objected in limine to it, to the authority of the president to give it, and to any proceeding being had under it. When notice of condemnation proceedings is required by statute, it must be given in strict conformity to the statute. 2 Lewis on Eminent Domain (2d Ed.) § 369, p. 859. Having held that the president was not authorized to give this notice, or cause it to be given, which was in itself, under our law, the commencement of statutory proceedings to condemn, at the time when he did so, and that the statute had not been pursued when such notice was given, did it become good against the property owner whose land was thus sought to be condemned by reason of the ratification? The general rule is that a ratification by the principal relates back to the act ratified, and takes effect as if such act were originally authorized. Civ. Code 1895, § 3019. Some of the decisions use very broad language, such as, that an act ratified is in all respects like an act originally authorized. But such language must be construed in the light of the facts of the case being considered. It has been often held that a ratification of an unauthorized act cannot cut off an intervening equity or destroy the rights of third parties which have arisen between the act and the ratification. Thus it has been declared that, "if a party has a complete defense to an action at the time suit is brought, he cannot be deprived thereof by a third party ratifying a deed which at the commencement of the suit was without binding force for want of such ratification." Graham v. Williams, 114 Ga. 716, 40 S. E. 790. See discussion of the subject of ratification in Atlanta Buggy Co. v. Hess Spring & Axle Co., 124 Ga. 341, 342, 52 S. E. 613, 4 L. R. A. (N. S.) 431. After stating the general rule and giving illustrations of it, Judge Story said (Story on Agency [9th Ed.] § 246): "On the other hand, if the act done by such person would, if authorized, create a right to have some act or duty performed by a third person so as to subject him to damages or losses for the nonperformance of that act or duty, or would defeat a right or an estate al ready vested in the latter, there the subsequent ratification or adoption of the unauthorized act by the principal will not give validity to it, so as to bind such third person to the consequences." It has accordingly been held that, if a lease contains a condition that it may be determined upon six months' notice, such notice given by an unauthorized person for the landlord, although subsequently ratified and adopted by the latter, will not be a valid notice to determine the lease. Buron v. Denman, 2 Exch. 166. The basis of this decision was that the notice was one to defeat an estate, and that the tenant was entitled to such notice as he could act upon with certainty at the time when he received it. In section 440 of Story on Agency (9th Ed.) it was said: "In many cases, too, as we have seen, the subsequent ratification of an unauthorized act, such, for example, as a demand, or notice, or claim, of an unauthoriz ed agent, will avail to bind the principal, as well as to confer rights upon him. But this is true only when the act is beneficial to the principal, and does not create an immediate duty on another party to do some other act, or does not subject the latter to some loss, damage, or injury; for then, if permitted, it would have a retroactive effect to defeat or control pre-existing rights, or to found duties, a compliance with which was not obligatory, or even justifiable, at the time, and, of course, which the law will not be so unreasonable as to encourage or establish." As to the statement that the act must be beneficial to the principal, we need express no opinion. See, also, Right v. Cuthell, 5 East, 244; Doe d. Mann v. Walters, 10 B. & C. 626, 21 E. C. L. R. 265; Doe d. Lyster v. Goldwin, 2 Q. B. 143, 10 L. J. Q. B. 275, 57 Rev. Rep. 621; State v. Jersey City Forge Co., 38 N. J. Law, 74; 1 Am. & Eng. Enc. L. (2d Ed.) 1194; Ewell's Evans on Agency, 49; Dunlap's Paley on Agency (4th Ed.) side pp. 190-192, and notes. The rule has been recognized by this court in McCroskey v. Hamilton, 108 Ga. 640, 643, 34 S. E. 111, 75 Am. St. Rep. 79. In proceedings to condemn private property for public purposes under the Code, the notice to be served must describe the property or franchise and the amount of interest therein condemned; fix the time when the hearing will be had on the premises; give the name of the assessor selected by the corporation; and request the owner, trustee, or representative to select an assessor. It must be served at least 15 days before the day fixed for assessing damages. Civ. Code 1895, §§ 4660, 4669. If the corporation seeking such condemnation shall notify the ordinary that the owner or persons in terested have failed to select an assessor, the ordinary shall select an assessor for such persons. Civ. Code 1895, § 4670. The two assessors thus selected shall choose a third assessor. Civ. Code 1895, § 4671. It will be perceived that, if the notice when served was unauthorized as the beginning of the proceed ings, the time fixed in it for the meeting of the assessors had passed some weeks before the attempted ratification. Suppose that the president had notified the ordinary that the propery owned was in default, and obtained the appointment of an assessor for the owner, could the corporation then have ratified the act of its president, and have declared that the matter stood just as if he were originally authorized to proceed; that, if he had been so authorized, the property owner would have been in default, and would have lost her right to name an assessor; and that she must accept the assessor appointed by the ordinary? Could she be placed in any such position by virtue of the doctrine of ratification? Surely she cannot be placed in default by virtue of ratification of a notice which was illegal when given. If the judgment refusing the injunction should now be affirmed, where would she stand relatively to the appointment of an assessor? The time fixed has elapsed, and she has made no appointment. If by virtue of the ratification she stands in default as if the notice had originally been lawful, can the company apply at once to the ordinary for the appointment of an assessor on her behalf? It may be said that the company would give her an oppor tunity to make the appointment. But, if its contention as to the effect of ratification be correct, would such opportunity be allowed her as matter of grace, or as matter of law? If as matter of law, then it does not stand just as it would have done had the notice been authorized by law. How long, and from what date, would she have the right of appointment, if such ratification relates back to the date of the notice? In State v. Proprietors of Morris Aqueduct (N. J. Sup.) 33 Atl. 252, it was held that under the facts of the case, the president of the condemning company apparently had implied authority from the directors to institute proceedings to condemn; but, if not, that the subsequent approval and adoption by the directors of such proceedings instituted by him would sustain an order made thereon. It appears, however, that in New Jersey the proceeding was by applying to a justice to have commissioners appointed to assess damages, and his judgment appointing them was such an adjudication as to authorize a review by certiorari. In the opinion Magie, J., said: "I think it must be conceded that, before a corporation authorized to condemn lands necessary for its purpose can proceed to acquire such lands by condemnation, it should determine that the necessity exists." He further thought that such determination need not be formally expressed, and that, under the facts before him, there had been substantially a determination. It was said that the lack of direct authority in the president, if there was such lack, had done no injury to the landowner, who had had an opportunity to raise, and had raised, the real question in the case. It will be readily seen that this differs from a proceeding authorized to be commenced by the corporation by the service of a notice under which the landowner must appoint an assessor within a limited time, or be in danger of having the ordinary appoint one for him as being in default. The case of Bowe v. Gress Lumber Co., 86 Ga. 17, 12 S. E. 177, also furnished a very different kind of procedure. There a person having an equitable interest brought an action in the name of another, suing for his use, without first obtaining the assent of such person. It was held that the latter could ratify such use of its name at any time while the action was pending. It was said in the opinion that it was not unlikely that the person beneficially interested had a right to use the name of the other person on the sole condition of indemnifying it against costs; but that, at any rate, there was no obstacle to prosecuting the action after the assent and ratification. Moreover, section 5105 of the Civil Code of 1895 declares that, "when it becomes necessary for the purpose of enforcing the rights of such plaintiff, he may amend by substituting the name of another person in his stead, suing for his use." 7. Complaint is made that the direction followed by the defendant's road as laid out was not the direction authorized by its charter, and therefore the effort to condemn her land was illegal, and that no action had been taken by the stockholders changing the direction fixed by the charter before condemnation. If there was a change of the general direction and route of the railroad from that stated in the original petition, within the meaning of the law, a vote of the stockholders would have been necessary to make it legal. Civ. Code 1895, § 2171. But the question is: Was there such a change as contemplated by that section? The certificate of incorporation described the railroad which it was intended to construct and operate as "a railroad from Howell's Station, in Fulton county, in an easterly direction through said county to a point at or near the center of the city of Atlanta, a distance of about three miles, and entirely in Fulton county, Georgia." The evidence shows that Howell's Station is a point outside the corporate limits of the city of Atlanta, in a general northwesterly direction from the center of the city, and the distance from that station to the corporate limits appears, from the map introduced in evidence, to be somewhat less than the distance from the corporate limits to the geographical center of the city. The road as projected is not straight, but extends in a general southeasterly direction, and sometimes nearer southerly than easterly, to a point in the city some blocks distant from the center of the city, but, according to the evidence, within the general central or business portion of the city. The law only requires that the petition for incorporation shall state "the general direction of said road." Civ. Code 1895, § 2160. We presume that the certificate of Incorporation followed the petition in the matter of description. "Easterly" is a somewhat indefinite term. In deeds and like instruments the expression when unqualified, and where there was nothing else to show or vary the direction, has sometimes been construed to mean due east. But, if the two termini of the line are fixed, or there are other words which qualify the meaning of the term "easterly," the direction will not be held to be one directly east. In the case at bar it is evident that a line running due east from Howell's Station was not intended. Such a line would not enter the city of Atlanta at all, and would probably not touch any part of it. It would certainly not extend to any point which might be called at or near the center of the city relatively to the starting point. The charter provided that one terminus shall be Howell's Station and the other a point at or near the eenter of the city of Atlanta. This leaves very considerable discretion to the company in fixing the second terminus. Georgia R. R. Co. v. Maddox, 116 Ga. 64, 68, 42 S. E. 315, supra; People v. Collins, 19 Wend. (N. Y.) 56. Railroads are rarely built on a direct straight line towards some particular point of the compass from the starting point, without deflection or curves. The charter having fixed one terminus, and the company having fixed the other, and the general direction of the road projected between those points being southeasterly, or east of south, it cannot be said that the company has violated its charter in thus locating its road, and that the condemnation proceedings instituted are therefore void. 8. It was contended that the evidence showed no proper effort at negotiation for the purchase of the land in question prior to instituting condemnation proceedings. This is necessary. Civ. Code, 1895, §§ 4658, 4659; City of Elberton v. Hobbs, 121 Ga. 750, 49 S. E. 780. This objection seems to be to the character and extent of the negotiation. In the assignment of error it is said: "The evidence showed no such effort at negotiation for the purchase of the land in question was made by the defendant as the law requires prior to instituting condemnation proceedings, and no failure to agree." But the real estate agent who acted for the company in the matter testified that he visited the plaintiff, discussed the situation with her, and offered her $4,500 for the property for the defendant, which she declined; and that this was a reasonable price, and was offered in good faith before condemnation proceedings were be gun. The evidence of the plaintiff differed somewhat from this, but we cannot say that the judge erred in finding for the defendant on the point. There was evidence that the plaintiff knew for whom and the purpose for which the land was wanted, and that it was shortly before the condemnation was brought. "A bona fide offer of an amount which the petitioner considered a fair price, and the re fusal to accept it, are sufficient negotiations within the statute." Fort St. Union Depot Co. v. Jones, 83 Mich. 415, 47 N. W. 349. This offer was also ratified. 9, 10. The plaintiff insists that proceedings were instituted against her lot prior to any right in the defendant company to cross Hunter street, on which her lot abuts, and that she is entitled to compensation therefor. This proceeding was to enjoin the condemnation of the plaintiff's lot, not to prevent the crossing of Hunter street. There is nothing to show that she has any greater right or interest in that street than the general public, except the inference which may be drawn as to the ownership of the fee in the street from the statement that her property abuts thereon, and a general reference to her "fee" in the street. This furnishes no reason for enjoining proceedings to condemn her lot. Under section 4683 of the Civil Code of 1895, upon condemnation and the payment of award or final judgment, the company "shall become vested with such interest in the property taken as may be necessary to enable the corporation or person taking to exercise their franchise or conduct their business"; and, if the company ceases to use the property for the purpose of conducting its business, a reversion occurs to the person from whom the land was taken, his heirs, or assigns. Such a condemnation of the plaintiff's lot, therefore, would not carry the absolute fee without condition; nor would it furnish any reason for enjoining the present proceeding because of the public street. If she has any private interest in the street, this proceeding does not destroy it. We do not now decide anything as to what would be the statute of private alleys. The other assignments of error are sufficiently covered by what has been said, without special mention of them. The judgment is reversed solely on the ground that the notice given by the president could not be made good by ratification relating back to the time when it was given, and that proceedings to condemn her lot should be enjoined unless and until a proper notice is served. On none of the other grounds set up can we hold that the chancellor erred in refusing the injunction. Judgment reversed. All the Justices con cur, except FISH, C. J., absent. (127 Ga. 438) BURKHALTER et al. v. PERRY & BROWN. (Supreme Court of Georgia. Feb. 14, 1907.) 1. PRINCIPAL AND AGENT UNDISCLOSED AGENCY-LIABILITY OF AGENT. If an agent sign a note with his name alone, and there is nothing on the face of the note to show that he was acting as agent, he will be personally liable thereon. [Ed. Note. For cases in point, see Cent. Dig. vol. 40, Principal and Agent, §§ 521, 524; vol. 7, Bills and Notes, § 260.] 2. SAME. If an agent make a note in his own name, and add to his signature the word "Agent," and there is nothing on the note to indicate who is the principal, the word "Agent" will be treated as descriptio persona, and he will be liable just as if the word "Agent" was not added. [Ed. Note.-For cases in point, see Cent. Dig. vol. 40, Principal and Agent, §§ 521, 524; vol. 7, Bills and Notes, § 260.] 3. SAME LIABILITY OF PRINCIPAL. As a general rule, where a negotiable instrument is executed by an agent, with no indication on the face of the instrument who the principal is, the principal will not be liable thereon, although the agent, in executing the instrument, added the word "Agent" to his signature. [Ed. Note.-For cases in point, see Cent. Dig. vol. 40, Principal and Agent, § 516; vol. 7, Bills and Notes, § 260.] 4. BILLS AND NOTES-PARTIES-PAROL EVIDENCE-AGENCY. The general rule stated in the preceding note is subject to this qualification: In a suit by the payee against the principal of the agent who signed the note, with the addition of the word "Agent" to his signature, parol evidence is admissible to show that the instrument was, to the knowledge of the parties, intended to be the obligation of the principal, and not of the agent, and that it was given and accepted as such. [Ed. Note.-For cases in point, see Cent. Dig. vol. 7, Bills and Notes, § 1720; vol. 20, Evidence. 1910. 2112; vol. 40, Principal and Agent, 524.] LIABILITES TO 5. PRINCIPAL AND AGENT A note signed by "B., Agent," bears on its face some reference to a principal, and in a suit by the payee against the principal on a note thus signed, where it is alleged in the petition that the agent was duly authorized to sign the note for the principal, that the consideration of the note was goods sold to the principal, and that it was intended to charge the principal by the signature of the agent as agent, a cause of action is set out. 6. SAME-SUFFICIENCY OF EVIDENCE. The evidence fully sustained the allegations of the petition, and there was no error in refusing a nonsuit, or in overruling the motion for a new trial. (Syllabus by the Court.) Error from City Court of Americus; C. R. Crisp, Judge. Action by Perry & Brown against Lula H. Burkhalter and others. From a judgment in favor of plaintiffs, defendants bring error. Affirmed. Perry & Brown brought suit against Mose Walters, Ed Walters, and Mrs. Lula H. Burkhalter, alleging that the defendants were Indebteded to plaintiff in the sum of $182.97 as principal, besides interest and attorney's fees, on a certain promissory note, dated May 3, 1902, and due September 1st, after date, for $225, signed by Mose and Ed Walters and D. C. N. Burkhalter, agent, a copy of which is as follows: hereby severally waive and renounce for ourselves and our families any and all homestead and exemption rights we may have under and by virtue of the constitution or laws of the State of Georgia, or the United States, in said property as against this contract. For value received. The consideration of this note is money, supplies, stocks and other articles whatever of necessity to aid me in making and gathering my crops for the year 1902. "[Signed] "Mose Walters. [L. S.] "Ed Walters. [L. S.] "D. C. N. Burkhalter, Agt. [L. S.] It was further alleged "that the said D. C. N. Burkhalter, agent, whose signature is attached to said note hereby sued upon, was the agent of Mrs. Lula H. Burkhalter, and has authority to bind her by such agency in the signing of said note; that the consideration of said note sued on was obtained in the prosecution and management" of her business, "and within the scope of said agent to make and bind her by." By an amendment offered to meet a demurrer of the defendant Mrs. Burkhalter, it was averred that the note was given "on the date aforesaid and signed by the said parties aforesaid to cover a running account with plaintiffs, which account was to enable the tenants of Mrs. Lula H. Burkhalter to make a crop on her farm in Sumter county for the year 1902, and that said goods were sold solely on the strength of the credit of said Mrs. Lula H. Burkhalter, and credit was extended only to her; that D. C. N. Burkhalter was her agent, and had authority in writing to bind her for said purpose, and had had since the year 1889, and bought said goods for said purpose in said manner, and at the time and prior thereto he had full authority and power from his wife to purchase supplies for her estate, to manage the same, to borrow money on her account, and execute notes for the same; and that he, as agent for his said wife, was in the habit of expressing his agency for his said wife, as was done in signing the note sued on, by simply adding 'Agent' after his name, and in this way universally expressed his representative character, and the petitioner in this way always acknowledged him in said representative character, and did so in this instance." It was also set out that credit was extended to Mrs. Burkhalter "by and through her agent, D. C. N. Burkhalter, and that he had been running his wife's said farm for a number of years past in this manner, and petitioners furnished said hands, as aforesaid, solely on the faith and credit of Mrs. Lula H. Burkhalter, knowing and realizing that the said D. C. N. Burkhalter had authority to bind her for such matters, and that he was her agent with this special authority to bind her, both on open account and by note." An itemized statement of the |