[Citing Restatement of Agency, sec. 149, and other sources.] * * * In determining whether it is the intention of the parties to bind the corporate principal or to bind the purported agent individually, all of the facts and circumstances surrounding the making of the contract are properly considered by the court." Freeport Journal-Standard Publishing Co. v. Frederic W. Ziv Co. (1952), 345 Ill. App. 337, 346-47, 103 N.E.2d 153. • 2 Freeport Journal and MJ Diesel both involved incorrect names of corporate principals, whereas in the instant case, the corporate name was entirely omitted.

However, it is also undisputed that from 1969 until its dissolution in 1980, Rhodus was supplied with statements, knew of the existence of the account and its purpose, and never raised any questions or objections. Authority may be manifested in many ways, one of which is ratification by silence. We find instructive the language in Freeport Journal-Standard Publishing Co. v. Frederic W. Ziv Co. (1952), 345 Ill. App. 337, 103 N.E.2d 153: "Silence under such circumstances that, according to the ordinary experiences and habits of men, one would naturally be expected to speak if he did not consent, is evidence from which ratification can be found."

• 3, 4 Absent uncontroverted proof that the directors had knowledge of the agreement in 1960, clearly the court could not properly conclude further upon summary judgment that the directors ratified it by their silence, or failure to repudiate it. Knowledge of the allegedly unauthorized agreement is a requisite before any ratification by silence may be inferred. (See Roth v. Ahrensfeld (1940), 373 Ill. 550, 27 N.E.2d 445; Freeport Journal-Standard Publishing Co. v. Frederick W. Ziv Co. (1952), 345 Ill. App. 337, 103 N.E.2d 153; 19 Am.Jur.2d Corporations § 1254 (1965).) As noted, such knowledge is not uncontrovertibly established by the documents of record in the instant case, and neither may such knowledge be imputed in the instant case under the general rule that knowledge of the contents of the corporate files and records will be presumed in its directors.

* * *. The validity so far as third parties are concerned, of contracts entered into by a * * * corporation under a name other than * * * its own name does not depend upon whether * * * it is well known by that name as by * * * its true name but upon whether quoad the particular transaction, the name is used in good faith by the party adopting it as a descripto personae.' "Freeport Journal-Standard Publ. Co. v. Frederic W. Ziv Co., 345 Ill. App. [337] 103 N.E.2d 153, (1952) presents an excellent illustration of the applicability of the principle. It involved a transcription lease between the parties to the litigation.

No more is required for ratification under Illinois law. E.g., Stathis v. Geldermann, Inc., 295 Ill.App.3d 844, 229 Ill.Dec. 809, 692 N.E.2d 798, 808 (1998); Athanas v. City of Lake Forest, 276 Ill.App.3d 48, 212 Ill.Dec. 686, 657 N.E.2d 1031, 1037 (1995); Reavy Grady Crouch Realtors v. Hall, 110 Ill.App.3d 325, 66 Ill.Dec. 35, 442 N.E.2d 307, 310-11 (1982); Kores v. Western Office Supply Co., 349 Ill.App. 208, 110 N.E.2d 461, 463 (1953). If the other party to your contract breaks it, and instead of walking away from it you act as if it remains in force, it does remain in force. You cannot later repudiate it. That would be to play heads I win tails you lose, since you would take the benefit of the contract if it turned out well and walk away from it if it turned out badly, as may indeed have been the case here. Sanwa Business Credit Corp. v. Continental Ill. Nat'l Bank Trust Co., supra, 187 Ill.Dec. 45, 617 N.E.2d at 253; Freeport Journal-Standard Publishing Co. v. Frederic W. Ziv Co., 345 Ill.App. 337, 103 N.E.2d 153, 158 (1952). Although the partial payments did not all come from MLS, they all came from persons or entities that, as Mrs. Kaskel well knew, were involved in the transactions over her investment.

The contract under which the plaintiff is suing for breach of warranty thus lies in the wake of Bate's commercial activities in Illinois. Since Bates is the representative of the defendant corporation who is authorized to manage its affairs, and a corporation can act only through its agents, see Freeport Journal-Standard Publishing Co. v. Frederic W. Ziv Co., 345 Ill. App.? 337, 350, 103 N.E.2d 153, 158 (1952), we find that, on the basis of Bates's discussions with Roehn in Illinois, the defendant corporation is amenable to suit under the "transaction of any business" provision of the Illinois long-arm statute. In the magistrate's Report and Recommendation to the district court in this case, the magistrate asserted that "RCH seeks to have all corporate entities disregarded or that the acts of Sumner Bates be considered the acts of the corporate entities."

¶ 53 The cases that the Association cites in support of its proposition do not apply here as they involve factual circumstances absent in this case, namely, one party signing a contract either on behalf of another party or a separate entity. See Lincolnland Properties, Inc. v. Butterworth Apartments, Inc., 65 Ill.App.3d 907, 912-13 (1978) (plaintiff signed agreement on behalf of corporation); Lawcock v. United States Trotting Ass'n, 55 Ill.App.2d 211, 215 (1965) (issue as to whether agent who signed agreement had actual, apparent, or implied authority to bind defendant to the agreement); M&J Diesel Locomotive Filter Corp. v. Nettleton, 56 Ill.App.2d 146, 152 (1965) (defendant signed lease on behalf of corporation); Midwest Grocery Co. v. Danno, 29 Ill.App.2d 118, 124 (1961) (genuine issue of material fact as to whether defendant signed membership agreement on behalf of his brother); Freeport Journal-Standard Publishing Co. v. Frederic W. Ziv Co., 345 Ill.App. 337, 347 (1952) (employee signed lease on behalf of his employer-company). In this case, there was no privity of contract between Kenny and the individual unit owners, and therefore the Association could not pursue a claim for breach of implied warranty of habitability.

The cases that the Association cites in support of its proposition do not apply here, as they involve factual circumstances absent in this case, namely, one party signing a contract either on behalf of another party or a separate entity. See Lincolnland Properties, Inc. v. Butterworth Apartments, Inc. , 65 Ill. App. 3d 907, 912-13, 22 Ill.Dec. 552, 382 N.E.2d 1250 (1978) (plaintiff signed agreement on behalf of corporation); Lawcock v. United States Trotting Ass'n , 55 Ill. App. 2d 211, 215, 204 N.E.2d 802 (1965) (issue as to whether agent who signed agreement had actual, apparent, or implied authority to bind defendant to the agreement); M&J Diesel Locomotive Filter Corp. v. Nettleton , 56 Ill. App. 2d 146, 152, 205 N.E.2d 659 (1965) (defendant signed lease on behalf of corporation); Midwest Grocery Co. v. Danno , 29 Ill. App. 2d 118, 124, 172 N.E.2d 648 (1961) (genuine issue of material fact as to whether defendant signed membership agreement on behalf of his brother); Freeport Journal-Standard Publishing Co. v. Frederic W. Ziv Co. , 345 Ill. App. 337, 347, 103 N.E.2d 153 (1952) (employee signed lease on behalf of his employer-company). In this case, there was no privity of contract between Kenny and the individual unit owners, and therefore the Association could not pursue a claim for breach of implied warranty of habitability.

"In determining whether it is the intention of the parties to bind the *** principal or to bind the purported agent individually, all of the facts and circumstances surrounding the making of the contract are properly considered by the court." Freeport Journal-Standard Publishing Co. v. Frederic W. Ziv Co., 345 Ill. App. 337, 347 (1952), quoted in M & J Diesel Locomotive Filter Corp. v. Nettleton, 56 Ill. App. 2d 146, 151 (1965). ¶ 17 In support of its interpretation of Inger's signature on the contract, Lexington points to the addendum to the contract in which Dee, through his agent, Inger, admitted that he had already given Inger a power of attorney to manage his assets. We do not see how Dee's admission makes Inger personally liable for amounts billed by Lexington.

Such acquiescence amounts to a ratification of the unauthorized transaction if the circumstances give rise to a duty to repudiate the transaction. ( Freeport Journal-Standard Publishing Co. v. Frederic W. Ziv Co. (1952), 345 Ill. App. 337, 103 N.E.2d 153.) Defendants fail to demonstrate how Forkin could benefit from the payment of excessive commissions and administrative fees. • 5 Defendants suggest the board approved the commissions and $5,000-per-month administrative fees at the January 30, 1987, board meeting, but Forkin made no written objection until July 13, 1987, even though Forkin signed many of the checks.