Page:Federal Reporter, 1st Series, Volume 5.djvu/870

 858 ' FEDEEAL BEPOBTEB. �exceeded this authority their principal was not bound by it. Story on Agenoy, §§ 17, 126. �It is not claimed that there was any specifie authority to insert this eontract conceming an attorney fee in the mort- gage; nor is there anything in the nature of the act author- ized, or the evidence in the case, which tends to show that the insertion of such a contract was implied in the authority to make the mortgage, as being a neeessary part of it, or that it was authorized by any general usage or established course of dealing between the parties, in reference to which it might be inferred that they acted in the execution and acceptance of the mortgage. No authorities bave been cited upon the point, and I rest the decision of it upon the application of general principles to the particular circumstances. �But it is contended on behalf of the plaintiff that the rati- fication of these mortgages must be taken and construed as extending to every provision contained in them, as they were, in fact, executed, and not simply to the order directing their execution. Which of these constructions should be given to, this ratification depends upon the evidence, the burden of proof being on the plaintiff, and the rule of the law, "that the ratification of an act of an agent previously unauthorized must, in order to bind the principal, be with a fuU knowledge of ail the material facts." Owings v. HuU, 9 Pet. 629. �It may be admitted that the president and secretary — two of the directors — knew of this provision in the mortgages ; but they were not the corporation, nor their knowledge that of the other directors. It should appear that the directors had sùch knowledge collectively, as a body ; but it does not even appear that any of them knew of this contract, save the pres- ident and secretary. The directors may be presumed to know what was in their own records, but there was not in them even a suggestion that these instruments contained anj^hing not absolutely neeessary to a mortgage. But there is no presumption that the directors had seen these mortgages on the records of the county wherein they were recorded or else- where ; nor does the fact of such record impart to them, as ����