Like the possessor in that case, the Estate began using the master tapes as its own when it licensed portions of them to Rounder in 1986. See Jaywyn Video Productions, Ltd. v. Servicing All Media, Inc., 179 A.D.2d 397, 577 N.Y.S.2d 847 (1st Dep't 1992) (licensing of films by library holding them constituted conversion). The conversion alleged by SongByrd occurred no later than that date.
This licensing agreement clearly demonstrated Bearsville's intent to exercise control over the Byrd recordings to the exclusion of Songbyrd. See Jaywyn Video Productions, Ltd. v. Servicing All Media, Inc., 179 A.D.2d 397, 577 N.Y.S.2d 847, 848 (1st Dep't 1992) (licensing of property rights demonstrates exercise of dominion and control). Any claim for conversion, therefore, accrued no later than August 1986 and was time barred at the time this action was filed in 1995.
Before: Ellerin, J.P., Wallach, Kupferman, Nardelli and Tom, JJ. We agree with the IAS Court that defendants cannot attack an agreement that they adhered to and derived benefits from without objection for four years after learning of the alleged fraud ( Jaywyn Video Prods, v Servicing All Media, 179 AD2d 397, 398). We would add that defendants' claim they were defrauded into buying a residential building that they believed to be commercial would in any event be barred by plaintiffs' specific disclaimer of any representations with respect to the uses of the premises, and by defendants' representation that they had inspected the property, were familiar with its condition and were purchasing it in an "as is" condition ( Danann Realty Corp. v Harris, 5 NY2d 317; Higgins Bros. Realty Corp. v Ortho-Medical Prods., 202 AD2d 371).
Although M. Sapino maintains she did not sign the promissory note, guaranty or security agreement, all dated April 1, 2013 ("loan documents"), she, however, does not dispute that she subsequently executed the note modification agreement dated November 5, 2013, note modification agreement, reaffirmation of security agreement and reaffirmation of guaranty, all dated December 1, 2016. As such, M. Sapino ratified the 2013 loan documents by performance, availing herself of the benefits and obligations thereunder, (see Jaywyn Video Productions, Ltd. v Servicing AU Media, Inc., 179 A.D.2d 397, 398 [1st Dept 1992]). In any event, she also fails to establish that plaintiff had a duty to investigate whether her power of attorney was fraudulently procured.
Defendants argue that plaintiffs' counsel's admissions as to the release binds plaintiffs. (see Jaywyn Video Prods. v. Servicing All Media, 179 AD2d 397, 398 [1st Dep't 1992])(admission by defendant's officer that it received money from customers without remitting any portion to others entitled to distributions was sufficient to establish entitlement to summary judgment against defendant).
The foregoing conduct of BIO constitutes a ratification of the Subsequent Agreement. Ratification of a contract can occur, as here, through intentionally accepting benefits under the contract by remaining silent or acquiescing for a period of time after the opportunity to avoid it has arisen, by acting/performing under the contract, or affirmatively acknowledging the contract ( see Jaywyn Video Productions, Ltd. v Servicing All Media, Inc., 179 AD2d 397, 398 [1st Dept 1992]). Moreover, Mr. Cotter, as the pre-incorporation initial director and a post-incorporation BIO board member, and Ms. Ward, as a post-incorporation BIO board member, acted with apparent, if not actual, authority on behalf of BIO.
Ratification can be explicit or implicit ( Standard Funding Corp. v Lewitt, 89 NY2d 546, 552 [where the Court held that there was neither an express ratification nor would one be implied because the principal did not receive any benefits from its agent's unauthorized, fraudulent acts]). An agreement can be ratified by adhering to it and receiving a benefit from the agreement without raising any objection to the agreement ( Jaywyn Video Prods, v Servicing All Media, 179 AD2d 397, 398 [1st Dept 1992]). Here, as the benefits received were under the excess policies, not from the primary policies whose operations coverage is at issue, the ratification doctrine does not apply.