Page:Federal Reporter, 1st Series, Volume 5.djvu/864

 852 FEDERAL REPORTER. �closure suit in which the present intervening petition is filed is a coUusive action, and prosecuted for the benefit of bond- holders, and to avoid the payment of petition er's claim, can- not, I think, avail the petitioner, beoause it is not shown wherein the suit is coUusive or irregular, or wherein the bondholders or their trustee are prosecuting it wrongfuUy or without right. �For the reasons stated I am of opinion that the demurrer to the petition should be sustained ; but if it shall be the view of eounsel for the petitioner that a case can be stated that shall corne within the principles laid down in this opinion, leave will be granted to file an amended petition within 10 days. ���The Pacific Rolling Mill v. The Dayton, Sheridan & Grande Eonde Eailwaï Co. and others. �{Circuit Court, D. Oregon. February 25, 1881.) �1. Attobnet Feb — Unauthohizbd Contract Fob, In MoKTGAaB OP �Coepobation. �A vote of the directore of a corporation, inatructing their presi- sident and secretary to execute a mortgage to secure the pajrment of a specifie debt, does not authorize the insertion of a contract in such mortgage binding the corporation to pay the mortgagee an attorney fee in case legal proceedings were taken to enforce the same. �2. Ratification op TJnauthobizbd Act. �A majority of the directors of a corporation, at a meeting at which ail the directors were not present, and of which they had no notice, directed the president and secretary to execute a mortgage as above stated, and they inserted therein s contract to pay an attorney fee as above stated. Bubsequently the directors, at a meeting duly called, ratifled such mortgage, without any knowledge of its contents, except as indicated by the order for its execution in the records of the corpo- ration. Hdd, (1) that the contract to pay an attorney fee not being authorized by the original order, and not being a necessary part of the mortgage, was not included in this ratification, unless it afflrma- tively appeared that the directors ail and coUectively were then aware that it was in the mortgage ; and (2) that the directors might be pre- sumed to know what was in the records of the corporation, but not what was in a mortgage executed by the president and secretary with- out the authority or knowledge of the corporation, or the record of it in the county records. ����