delivered the opinion of the Court.
As the note in question was given to Porter for the plaintiff’s use, and then indorsed to him, we apprehend the defendant is en*431titled in this action to the same defence, by way of impeaching the consideration, as though the note had been made payable to the plaintiff himself. And if it had been, and the plaintiff had transacted all the business in person in relation to the certificate and note, and the conditions on which it is said the note was given, we should not be prepared to say that the defence might not be maintained. But as this was not the case, we must examine further. Here the first inquiry is, what were the powers delegated by the plaintiff to Porter, by the letter of attorney? This question must be answered by an examination of it. It was exhibited to the defendant at the time the note was given and a copy of it left for the benefit of all concerned.
By this letter of attorney it appears that Porter was authorized; — 1. To sign certificates entitling the holders to shares of the neat proceeds and income of the steam boat Maine, for a certain conditional term of time; — 2. To agree as to the manner in which the boat should be employed; i. e. as a majority in interest in the shares should direct; and 3d. That dividends should be made annually at such time as a majority in interest should direct. These were all the powers with which he was clothed by the letter of attorney; and as these were given expressly, in writing, and under seal, all implied authority is out of the question. Porter gave a certificate of a share to the defendant at the price of ‡50, and in payment for it, received the note declared on; and then, according to the testimony of the defendant’s witness, he agreed, though the note was absolute on the face of it, that it should be considered void and should be given up, if certain anticipated events should not take place,and certain conditions should not be complied with; and the exceptions state that those events have not taken place, nor those conditions been performed. It is a principle, of law perfectly clear, that when an attorney acts beyond the limits of the power given to him, the constituent, as to this excess, is not bound; and it would be mischievous and unjust if he should be; more especially in those cases where he who deals with such attorney has full knowledge of the extent of his delegated powers. Now in the present case, when Porter had given the certificate thus conveying valuable rights to the defendant, which he now holds and may enjoy, and received the note in ques*432tion for the price of the certificate, he had no power to make any conditions that the purchase money should not be demandable, except in certain specified events. In this particular he undertook to waive or destroy the rights of his constituent, without any power so to do. This principle is tpo plain to need authorities or illustration.
But it is said that .Thorndike has ratified the doings of Porter even if he has exceeded his authority. If he has, the effect is the same as if a previous and sufficient authority had been given. But where is the proof of this ratification ? It is contended that the plaintiff, by accepting the note and pursuing the present action, has given decisive evidence of his approbation of his attorney’s conduct; and in this manner has ratified it. Still there is not apartide of proof that Thorndike, when he received the note of Porter, knew that he, by any of his verbal conditions 'and arrangements, had destroyed the effect of the notes and rendered it irrecoverable, as the counsel for the defendant contends he ha,s done. We pan never consider consent and ratification as implied, in those cases where there is hot any knowledge of the facts, to which it is said the consent and ratification extend. This would be an effect without a cause. Had the defendant, when he gave the note, insisted that the before mentioned conditions should form a part of it; and had they been inserted in the note accordingly ; then the ■ acceptance of it by Thorndike would have been a distinct ratification of the power of Porter to make those conditions and arrangements, although beyond his legitimate authority under the letter of attorney. But on the facts before us, we are of opinion that the instructions of the Judge who presided at the trial in the Court of Common Pleas were not correct. Of course, the exceptions are sustained ; the verdict is,set aside, and a new trial must be had at the bar of this Court.