Page:Federal Reporter, 1st Series, Volume 7.djvu/807

 HODDER V. KENTOOKI & GBBAT BA.STEBN BT. 00 795 �Sage a Iiip.kU,,oi Ciacinnati, for the Farmers' Loan & Trust Co, and bondholders. ; ! �I. As to the validity pf the mortgage. (a) The board 6f directors could execute the mortgage without the assent of a majority of the stock- holders The assent of stockholders required by section 43 is as to an- other and a different transaction. Bxpressiounius,exclimoaitenus, etc., applies. Watkifie v. Wassd, 20 Alk. 410; Spring v. Uolleetor, etc., 78 111. 101 ; Burke v. Monroe Oo. 77 111. 610. As to power of directors to mort- gage, see Jones, Bail. Secur. S 84 ; Hateh v. Coddington, 95 U. S. 48-55 ; MeVurdy's Appeal, 68 Pa. Bt. 290, 292, 293, 297 ; Bendee v. PinKerton, 14 Allen, 381,387. (S) Authority to mortgage after-acquired property. Jones, Rail. Secur. } 121 et seq ; 1 "Wall. 254; 65 Pa. Bt. 290, 292; 11 Wall. 459. <c) Acknowledgment by president, and out of the state, is good. Galves- ton U. Co. V. Gowarey, 11 Wall. 459 ; Banh of Aug. v. EarU, 13 Pet. 521 ; 7 Bush, 123 ; Jones, llail. Secur. } 86 ; 4 Allen, 80, 87 ; 95 U. 8. 710. (d) As to power to plcdge, etc., bonds, when charter confers power to issue and sell, see Duncan, etc., v. N. Y., etc., Ry. Co. N. Y. Court of Appeals, (not yet reported ;) Ilenniciet v. Supereisors, etc.,Co. 6 Bissell, 138; Curtis v. LeaaillyIoN.Y. GG. («) Authority to mortgage franchises. Jones, Rail. Secur. } 10 ; Bardstown v. Low. li. Oo. 4 Met. 199. State only bas right to object. MeAUMer v. Plant, 54 Miss. 106. �II. As to the property embraced in the mortgage. {a) Mortgage conveys line of road up river from Newport to Catlettsburg ; immaterial whether main stem or branch, or part of either. (6) Kentucky & Great Eastern Company had a right to build branches anywhere in Kentucky. Char- ter, 55 10, 13. («) The contract of July 15, 1871, and its acceptance, vested the interests of Wadsworth and associates in the Kentucky & Great Eastern Company. As to lien on aft'er-acqulred property : Dun- ham V. liy. Go. 1 Wall. 254; Oak S. Oo. v. Oowdrey, 11 Wall. 450; V. S. V. N. 0. II. Co. 12 Wall. 362 ; 99 U. S. 285 ; Hutchiiu v. iihaw, 6 Cush. 58. �Baee, D. J. This cause is submitted on the demurrers to the croBS-bill of the Farmers' Loan & Trust Company. Al- though other questions were argued, the only questions raised are those arising on the demurrers to the cross-bill. �The objection that the board of directors could not author- ize the execution of the mortgage to the Farmers' Loan & Trust Company, but it must have been authorized by the stockholders, is not well taken. �The charter of the Kentucky «fe Great Eastern Eailroad Company gave the board of directors and president the gen- erai management and control of the property, business, and affairs of said company, (section 7;) and the fact that by other sections, the railroad company could only do certain ��� �