HILL v. RAILROAD. 1 W. & S., 101. This is tantamount either to a waiver or ratification, and is based upon the idea of laches. The maxim of the law, that every ratification relates back and is equivalent to a prior command (Omnis ratihabitio retrotrahitur et mandato priori equiparatur), is as much predicable of corporate as it is of individual ratification, that is, of the corporation and stockholder alike, and with the same force and conclusiveness in the case of each of them, and the precedent authority is equally to be presumed as to each in the absence of dissent from the unauthorized act. In either case, if the principal neglects promptly to disavow the act of his agent or his trustee, by which the latter has transcended his authority, he thereby makes the act his own, and will no longer be heard to question its validity. Kelsey v. Bank, 69 Pa. St., 426; F. W. Pub. Co. v. Hitson, 80 Texas, 216; Sheldon v. Eickemeyer, 90 N. Y., 614. An express assent, it is said, is not essential on the part of the stockholder or the corporation in order to operate as an equitable estoppel and defeat the right afterwards to disaffirm or repudiate the alleged irregular act. It may be inferred from the failure, not only to promptly condemn the unauthorized, although not illegal act, but to seek judicial redress for the wrong or a preventive remedy to stay the hands of the offending agent. If this doctrine of equitable estoppel applies to the transaction of corporate or associate bodies as well as to persons acting in a natural capacity-and there never was any doubt that it does then no case can call more strongly for its application than the one now before us. The previous conduct and present attitude of the plaintiffs are not calculated to produce a favorable impression upon a Court administering equity. That they have been tardy in coming forward with their grievance and very slow in vindicating their supposed right in the only practical way it could be done, cannot be doubted, and objections now HILL v. RAILROAD. come from them with bad grace, who have for so long a time slept upon their rights. They must make a better showing of wrongs which they have suffered, and also of reasonable and timely efforts to obtain relief against them, before a court of equity will interfere in their behalf to set aside an executed contract, and especially as it is well-nigh impossible to place the parties in statu quo. Dimpfell v. Railway Co., 110 U. S., 210; M. H. Co. v. Phalen, 128 Pa. St., 110; Gordon v. Preston, 1 Watts, 385; B. C. Co. v. Lloyd, supra. The plaintiffs come at this late day for a redress of their alleged grievances and ask for equitable relief to cancel the lease, while they should have appeared and commenced their opposition much sooner, when they could have done so with. more show of reason and justice. The laws assist those who are vigilant, and not those who sleep over their rights, is a fundamental rule in equity which is not only eminently just, but is necessary to the protection of those who are more watchful and careful of their interests and who otherwise may be made to suffer innocently if the law should favor one guilty of such laches. We have discussed this branch of the case fully, as our decision upon the first objection urged by the plaintiffs will have an important bearing upon most of the other grounds of opposition to the lease and will make the task of deciding them much less difficult. Before proceeding further, we cannot do better than direct attention to the steady and unvarying current of judicial thought upon this subject, as indicated in the decisions of some of the courts whose opinions are entitled to the highest respect, and who have had similar questions under consideration. "If he (the complainant) wants protection against the consequences of an ultra vires act, he must ask for it with sufficient promptness to enable the Court to do justice to him without doing injustice to others." Rabe v. Dunlap, 51 N. J. Eq., 48. "Shareholders cannot lie by, sanctioning, HILL v. RAILROAD. or by their silence at least acquiescing in, an arrangement which is ultra vires of the company to which they belong, watching the result: if it be favorable and profitable to themselves, to abide by it and insist on its validity, but if it prove unfavorable and disastrous, then to institute proceedings to set it aside." Gregory v. Patchett, 33 Beav., 595. In Kent v. Mining Co., 78 N. Y., 159, it was said: "Acts of a corporation which are not per se illegal or malum prohibitum, but which are ultra vires, affecting, however, only the interests of the stockholders, may be made good by the assent of the stockholders, so that strangers to them, dealing in good faith with the corporation, will be protected in a reliance on those acts. It is not needed that there be an express assent upon the part of the stockholders to work an equitable estoppel upon them. When they neglect to promptly and actively condemn the unauthorized act, and to seek judicial relief after knowledge of the committal of it, this will be deemed an acquiescence in it; and if innocent third persons have been led thereby to put themselves in a position where harm would come to them if the act were held invalid, the stockholders are estopped from questioning it. An unconscionable arrangement will not be disturbed where there has been a ratification of it, with knowledge of all its bearings, after time has been had for consideration." Mr. Noyes says: "Acquiescence for an extended period during which time the interests of third parties have intervened, may itself constitute laches and prevent a stockholder from attacking a consolidation even on the ground of fraud." Intercorp. Rel., 49. All these authorities and others of equal force and directness were cited and approved by this Court in Spencer v. Railroad Co., 137 N. C., 107, to the carefully prepared opinion by Mr. Justice Connor in which case we refer for a clear and conclusive vindication of the principles both by reason and precedent. "It is not to be understood that courts will refuse HILL V. RAILROAD. to protect the rights of a single stockholder if invaded by the majority, however large, or refuse relief against aggressions of consolidated capital, however powerful," says the Court in that case. But the injured party must move in due time to assert his right, and before the transaction has been fully consummated and the interests of third persons have become involved. We there quoted with approval the following passage from Pender v. Pittman, 84 N. C., 372: "This equity ought to be promptly asserted, and not deferred until by a sale other interests may intervene rendering it inequitable, if practicable, to reverse what has been done and restore matters to their former condition. An injunction against carrying out a contract of sale made under a power contained in a mortgage will not be granted when the relief to which the plaintiff considers himself entitled is not sought until the sale has been made and the rights of a purchaser have intervened." We will have occasion again to refer to Spencer v. Railroad Co., when we reach another important and, perhaps, the leading question raised in this case. The next objection made by the plaintiffs is that the deposit of bonds was not made as required by the resolution of the stockholders, and that this was a condition precedent to the effective execution of the lease, and not having been complied with, the lease is void. Fulfilment of this stipulation is made, by the express terms of the resolution of 1 September, 1904, a condition precedent to its validity, and we will so treat it, so far as the resolution is concerned. In respect to this provision there is some slight difference in the phraseology of the resolution and that of the lease itself. The resolution requires the deposit of the sum of $100,000, or United States bonds, or bonds of the State of North Carolina, or other marketable securities acceptable to the directors of the company, and having a market value of not less than said sum, as security for the payment of the rentals, interest and HILL v. RAILROAD. charges and the performance of the conditions of the lease," while the lease itself provides that there shall be a deposit of $100,000 in United States bonds, or bonds of the State of North Carolina, or other marketable securities, etc. (pursuing thereafter the language of the resolution), with this further provision: "which said deposit and security, or any equivalent for it which may be substituted therefor, may be applied" (as in the lease is specified). In the resolution it is provided that the deposit shall be made and kept with the Treasurer of the State, and in the lease that it shall be kept with the Treasurer or in any such bank or banks or other depository as may be approved by the directors of the lessor company. The resolution makes this deposit a condition precedent, while in the lease the provision as to the deposit takes the form of a covenant, for it says: "And to secure the prompt and faithful payment of the said rents and the sums as above stipulated to be paid and of all taxes, and the faithful performance of the covenants made herein by the lessee, the said lessee does hereby covenant to deposit and keep on deposit with the State Treasurer," etc. We are clearly of the opinion that the provision as contained in the resolution was intended to mean, and its wording so implies, that the lessee should deposit either $100,000 in money or bonds or other marketable securities having a current value of not less than that sum, and not that the deposit should consist of bonds or other like securities having a par value of $100,000. The idea was to have $100,000 on deposit to secure the performance of the stipulations of the lease, and that it should, at all times, be kept equal to that amount, whether it be in so many dollars or in bonds or other securities of not less value than that number of dollars. The words, "and having a market value of not less than that sum," refer to their immediate antecedents, "the bonds or other securities," and not to the $100,000 as having the value of that sum, or, in |