is absolutely necessary to its preservation and use, as contemplated by his appointment.¹ He has no extra-territorial power of official action. If he seeks to be recognized in another jurisdiction, it is to take the fund there out of it, without such court having any control of his subsequent action in respect to it.2 Receiver's certificate. A non-negotiable evidence of debt, or debenture, issued by, authority of a court of chancery, as a first lien upon the property of a debtor corporation in the hands of a receiver.3 The power in a court of equity to appoint managing receivers of such property as a railroad, when taken under its charge as a trust fund for the payment of incumbrances, and to authorize such receivers to raise money necessary for the preservation and management of the property, and make the same chargeable as a lien thereon for its repayment, cannot at this day be seriously disputed. It is a part of that jurisdiction by which it is its duty to protect and preserve the trust funds in its hands. It is, undoubtedly, a power to be exercised with great caution; and, if possible, with the consent or acquiescence of the parties interested in the fund.4 Many circumstances may exist to make it necessary for the receiver to pay pre-existing debts of certain classes out of the earnings of the receivership, or even out of the corpus of the property, with a priority of lien. Yet the discretion allowing this should be exercised with great care.5 The court, in order to preserve the road, and, perhaps, to complete inconsiderable portions of it, and put it into a condition for the transaction of business, may make money borrowed on certificates a lien on the property superior to that of the first mortgage. But, in order to complete an unfinished road, except under extraordinary circumstances, the power of the court ought not to be exercised to enable the trustee to borrow money on certificates and create a paramount lien therefor. It is better to reorganize the enterprise on the basis of existing mortgages as stock, or an equivalent, and by a new mortgage, with a lien superior to the old, raise the money required without asking the court to engage in railroad building." 1 Cowdrey v. Galveston, &c. R. Co., 93 U. S. 354 (1875). 2 Booth v. Clark, 17 How. 338-39 (1854), cases. On suing in foreign jurisdictions without leave of the appointing court, see 21 Am. Law Rev. 551-70 (1887), cases. 3 Beach, Receivers, § 379; ib. 380-402, cases. See also, generally, High, Rec., §§ 398 c-g, cases; 3 Wood, Railw. Law, 1675-77, cases. 4 Wallace v. Loomis, 97 U. S. 162 (1877), Bradley, J. Quoted, 106 id. 310, infra. * Miltenberger v. Logansport R. Co., 106 U. S. 311 (1882), Blatchford, J. * Stanton v. Alabama, &c. R. Co., 2 Woods, 506 (1875); Kennedy v. St. Paul, &c. R. Co., 2 Dill. 448 (1873). Shaw v. Little Rock, &c. R. Co., 100 U. S. 605, 612 (1879), Waite, C. J. In foreclosing mortgages, see 26 Cent. Law J. 543-46 (1888), cases; points of practice, 19 Am. Law Rev. 400-23 (1885), cases; his compensation, Where receivers issue and dispose of certificates contrary to orders, the certificates are invalid, even in the hands of a subsequent bona fide taker for value. 1 To set forth in writing facts explanatory of a transaction, — its nature, or the reasons for it. In pleading, "reciting a statute" is quoting or stating its contents. 2 Recital. The statement, in a deed or other instrument, of the reason for executing it, or of its relation to other instruments. Misrecital. An erroneous recital. Constitutes part of the premises of a deed. Usually begins with "whereas," and sets forth such other deeds, agreements, or matters of fact as are necessary to explain the reasons upon which the present transaction is founded.3 Particular recitals in a deed may operate as an estoppel upon the parties thereto, and their privies; not so general recitals. But no recital can bind innocent third parties. A recital of purchase-money is always open to dispute. 4 It is laid down generally that a recital of one deed in another binds the parties, and those who claim under them. Technically speaking, it operates as an estoppel, and binds parties and privies, - privies in blood, privies in estate, and privies in law. But it does not bind mere strangers, or those who claim by title paramount to the deed; nor persons claiming by an adverse title or from the parties by title anterior to the date of the reciting deed. But there are cases in which such a recital may be used as evidence even against strangers. If, for instance, there be a recital of a lease in a deed of release, and in a suit against a stranger the title under the release comes in question, there the recital is not per se evidence of the existence of the lease. But if the existence and loss of the lease be established by other evidence, the recital is admissible as secondary proof, in the absence of more perfect evidence, to establish the contents of the lease; and if the transaction be ancient, and possession has long been held under such release, and is not otherwise to be accounted for, the recital will of itself materially fortify the presumption, from lapse of time Central Trust Co. v. Wabash, &c. R. Co., 32 F. R. 187 (1887). See generally Union Trust Co. v. Illinois Midland R. Co., 117 U. S. 434 (1866), Blatchford, J.; 23 Cent. Law J. 340 (1886), cases; 3 Law Quar. Rev. 429-45 (1887), cases; 100 U. S. 153; 3 Woods, 316, 514, 527, 691; 5 Dill. 519, 476; 60 Ala. 331; 16 Wend. 421; 71 N. Y. 401; 12 R. I. 497; 11 Heisk. 210, 412. Stanton v. Alabama, &c. R. Co., 31 F. R. 585 (1887); Same v. Same, 2 Woods, 512 (1875), cases. 2 Gould, Pl., 4 ed., p. 46, note; 6 W. Va. 648. 3 [2 Bl. Com. 298. 42 Whart. Ev. §§ 1039-43; 1 Greenl. Ev. §§ 23, 26; 2 Devlin, Deeds, §§ 992-1009.