Page:Federal Reporter, 1st Series, Volume 5.djvu/869

 PACIFIO ROLLING MILL V. D., S. & G. R. HT. 00. 857 �in each case are as foUows: For the sum of $62,724:.56 by the Dayton, Sheridan & Grand Ronde Eailway Company mortgage, 4 par centum — $2,508— of the amount, ma by the Gaston mortgage, $1,000; for the sum of $27,134, by the mortgage of the former and the latter, each $1,000; and for the sum of $4,058, by the mortgage of the former, $200— in ail the sum of $6,708. �On January 8 and April 28, 1879, meetings of the direct- ors of the defendant the Dayton, Sheridan & Grand Eonde Eailway Company were held, which are admitted to have been duly ealled and valid. At each of these, action waa taken to sell and convey the property and franchise of said defendant to the defendant the Wallamet Valley Eailway Company, upon the condition that the latter would pay the debts of the former, in which these mortgages were referred to, recognized, and approved. �This statement is substantially admitted by counsel for the defendants, but his contention and argument is that an authority to the president and secretary of a corporation to make its note and mortgage for a specified sum does not include a contract to pay an attomey fee, in case legal pro- ceedings are taken to enforce the same. In this case the vote of the directors only authorized the making of the ihortgages for a specifie sum, and is silent upon the subject of attorney fees. But it is contended for the plaintiff that the subse- quent recognition and approval of these mortgages must be taken and construed as applying to every provision contained in them, as they were in f aet executed, and not simply to the order in the records of the corporation directing the execu- tion of a mortgage. �As to the question, did the direction to the president and secretary to make the mortgage of the corporation to secure the payment of a specifie sum also authorize them to insert a contract tberein to pay an attorney fee to the mortgagee in case the same was sued upon? my opinion is that it did' not. They were the special agents of the corporation to do a particular thing, — to execute a mortgage, — and if they ����