51 P. 202 | Or. | 1897
Opinion by
This is a suit against the Nehalem Mill Company and Frank Patton to foreclose a mortgage alleged to have been given by the defendant company on February 8, 1894, to the plaintiffs, as trustees, to secure the payment of certain sums due its employees and persons from whom it purchased material. The decree being in favor of the plaintiffs, defendant Patton appeals. The facts are that the Nehalem Mill Company is a corporation having its principal office at Astoria, Oregon. It was organized in 1891, to carry on a sawmill business and a general merchandise store in connection therewith at Nehalem, in Tillamook County, and was the owner of an undivided one half interest in the town site of Nehalem City. Owing to the topography of the country, communication was slow and difficult between the principal office of the company and the place where its mills were located. None of its directors or officers resided at the latter
Upon the same principle, it was held in Scudder v. Anderson, 54 Mich. 122 (19 N. W. 775), that the manager of a mining company was presumably empowered to sell its personal property; and in Carey Lumber Company v. Cain, 70 Miss. 628 (13 So. 239), that the manager of a lumber company prima facie had authority to sell property of the corporation to pay debts contracted by him. Within the principle of these cases, we think Nelson had authority to execute the mortgage in suit. This is not the case of a general manager of a corporation in easy call of the principal officers making a mortgage upon the property to secure a loan, but is a transaction demanded by the exigencies of the situation, and, as we view it, was within the scope of his authority. Nor do we understand that the mortgage covers the machinery and property of the company used in carrying on the business for which it was organized, but only such property as it held for commercial purposes, and which Nelson had authority to sell and dispose of; and, therefore, the cases of Stow v. Wyse, 7 Conn. 214 (18 Am. Dec. 99), and Despatch Line of Packets v. Bellamy Manufacturing Company, 12 N. H. 205 (37 Am. Dec. 203), holding that the general agent of a corporation cannot sell or mortgage, to secure a loan, the property used by the corporation in the conduct of its business, are not in
Affirmed.