Apparent authority and ratification protected the assignee's decree assignment, allowing execution against the company.

A company is bound by a manager's acts done within apparent authority in the ordinary course of business, and a bona fide third party need not verify every internal sanction. On that basis, the assignment and sale of decrees were treated as valid and binding on the company, since the transactions fell within the company's business powers and were not shown to be ultra vires. The company's receipt and appropriation of the consideration, together with its failure to object to the assignee's substitution application, amounted to ratification. The assignee was therefore entitled to execute the decrees after substitution.

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Issues: Whether the assignment and sale of the decrees by the company manager were valid and binding on the company and whether the assignee could execute the decrees after substitution.

Analysis: The power of the company manager was to be read with the constitution of the company and the ordinary course of its banking business. A third party dealing bona fide with a manager acting within apparent authority is not required to investigate internal irregularities or insist on proof of every internal sanction. Section 109 of the Indian Companies Act, 1913 was held not to control a sale of property falling within the ordinary business of the company. The company's receipt and appropriation of the consideration, together with its failure to object when notice was issued on the assignee's application under Order 21, Rule 16 of the Code of Civil Procedure, amounted to ratification.

Conclusion: The assignment was valid and binding on the company, and the assignee was entitled to execute the decrees after substitution.

Final Conclusion: The appeals failed because the company could not avoid the sales against a bona fide assignee after acting consistently with the transaction and accepting its benefit.

Ratio Decidendi: A company is bound by acts done by its manager or directors within their apparent authority in the ordinary course of business, and a bona fide third party is protected unless the act is ultra vires; acceptance of the transaction's benefit may also ratify the act.

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