Page:Federal Reporter, 1st Series, Volume 5.djvu/865

PACIFIC BOLLING MILL V. D., S. <fe Q. B. BY. 00. 853 �In Equity. �Addison C. Gibbs, John Catlin, and Edward Bingham, for plaintiff. �Ellis G. Hughes, for the defendants, the railway corpora- tions, and Joseph Gaston. �Dbady, D. J. On Pebruary 14, 1878, the defendant — ^the Dayton, Sheridan & Grande Bonde Eailway Company, of Oregon — by Joseph Gaston, its agent, and owner of a ma- jority of its capital stock, agreed in writing with the plaintiff — the Pacific Eolling Mil! Company, of California — for the purchase of rails and track fixtures for the construction of its road from Dayton to Sheridan, a distance of about 20 miles, and to secure the payment for the same by the execu- tion of a mortgage upon the road and other property of said defendant, and also the execution of a mortgage by said Gas- ton upon the property situated in Washington and Yamhill counties, Oregon, known as "Wapatoo Eanch," containing 1,160.68 acres; and on March 22, 1878, said agreement was duly ratified by said defendant, and thereafter the plaintiff, in pursuance thereof, delivered to said defendant rails and track fixtures, for the construction of its road, to the value of $62,724.56. �On November 5, 1878, at a special meeting of three of the directors of said defendant, without notice to the other two, there being five in ail, it was unanimously voted that there was due the plaintiff, on account of the delivery of the rails and fixtures aforesaid, the sum aforesaid, with interest thereon at l'per cent, per month, and that the president and secre- tary thereof make 15 promisspry notes of said defendant, payable to the plaintiff, for said sum, and execute a mortgage on the road and ail other property of said defendant, to secure the payment of the same, whioh was duly done on the same day — the first of said notes being for the sum of $8,000, and payable on December 1, 1878, and the next 13 for the sum of $4,000 each, payable, one upon January 1, 1879, and one on the first of each month thereafter, and the last one for the sum of $2,724.56, payable on February 1, 1880 ; and on the Siiiij3 day said Gaston signed said promissory notes also, and. ����