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Hughes v. Dundee Mortgage Trust Investment, , a corporation of Great Britain, having its home office at Dundee in Scotland, and an office at Portland in Oregon, and engaged in lending money on the security of mortgages of land in that state and in Washington Territory, by Ellis G Hughes, an attorney at law, and a citizen of Oregon, to recover the reasonable value of services performed by him from January 1, 1875, to January 31, 1880, for the Oregon & Washington Trust Investment Company, Limited, (a similar corporation, alleged to have been since consolidated with and its liabilities assumed by the defendant,) in issuing to that company written certificates of title upon loans made by it upon such mortgages One defense set up in the answer was that by a special contract between that company and the plaintiff he was to be paid only out of the fees charged to borrowers At the trial, the plaintiff offered in evidence the following documents: (1) A resolution of the board of directors of the Oregon & Washington Trust Investment Company, Limited, dated December 17, 1875, in these terms: 'Attorneyship The directors, having in view the recommendation of the local board, resolved and hereby resolve to appoint Mr Ellis G Hughes as the local agent of the company, this appointment to subsist during the pleasure of the Dundee board' (2) A letter of the secretary of the same company, dated December 18, 1875, transmitting to plaintiff that resolution, and saying: 'I have now the pleasure to annex extract from the minutes of a meeting of my directors, held yesterday, from which you will see that they have appointed you to the very responsible position of law agent for the company in Portland, Oregon I do not at this time require to enlarge upon the duties required from you in this position, as you already have had some considerable experience of them It may be well however, to remind you of what you no doubt have very clearly in view, viz, that in all cases the company has a clear and indisputable first mortgage to the subjects pledged in security, and that the company's business is conducted in accordance with the laws of the state of Oregon, the territory of Washington, and the United States of America, are matters for which you are personally responsible to my directors and the company' (3) Certain printed rules transmitted to the plaintiff at the same time, as follows: 'Attorney at law It shall be the duty of the company's attorney or attorneys (a) to prepare all mortgages, deeds, notes, coupons, and other documents in connection with the company's loans, and to be responsible for their due execution, publication, registration, and validity; (b) to be responsible that all mortgages taken are a clear and indisputable first lien upon the subjects mortgaged, and to grant certificates to that effect; (c) to take charge of and to conduct such proceedings as may from time to time be instituted by the company, or in which the company may be interested, subject to such instructions as may be issued thereanent; (d) to advise the local board and the directors of any point of legal or other interest to the company which may be developed or come under his or their notice from time to time by legislative or judicial action or otherwise; (e) and generally to give his or their best attention to all maters connected with the legal department of the company's business, and to give such information or advice as may from time to time be requested or occur to him or them' .
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