IMAGE EVALUATION TEST TARGET (MT-3) 1.0 I.I 11.25 !f IM IIIIIM 1^ 1^ 12.2 If l£ |||||18 U III 1.6 % <^ /2 ""l '/ .. >- V.^"*.'^%»v--'\^'----S.-.-V.->,'\.-\,-«--»-'>.-A,-. PEINTED BY JOHN LOVBLL, AT HIS STEAM-PRINTING ESTABLISHMENT, ST. KICHOLAB SIBEET. 1855. r "J ^ I 4. t t COUNTER STATEMENT iSr Trfi tLATTSBUEG COMPANY. ■v-w "VV "V V^'^'V -v ^ \ X STATEMENT recently put forth by tire Chftmplaih and Sfev Lawrence Railroad Cbmpany, and distributed generally to mem- bers of the Legislature, and the public at large, imposes upoB tfeose whom it is designed equally to misrepresent and to injure, the necessity of a reply. This document Ib signed by A. M. Delisle, Esquirp, President of the Champlain Company, and by Johnston Thompson, Esquire, Vice-President, and ostensibly acting on behalf of the Montreal and New York Railroad Company, and purports to emanate from both Companies. It will be shown in t^ siequel that, in reality, this statement represents the interests, the wishes, and the views of the Champlain Company alone. * Mainly it 's designed to prejudge questions now pending before the Legislature of Canada, and by insidious and unfounded statements to deprive the Plattsburg and Montreal Railroad Com- pany, an American corporation, of the sympathy and support of public opinion in this Province, and of the protection which they claim and are entitled to claim at the hands of a British Parli*> WQnU Indiroftly it luvados tlio riiflita of many otlier parties, all equal- ly int(M'('sto(l with the Piiittslmrg Company, in opposincj the at' toinptod auialj^aniation of thn Montreal and New York Itailroad Company, with tlie Cliainplain and St. Lawrence liailroail Com- pany, and who, witli tin; 1 'Iatts])ur;:j Company, aru now before tin; Legislature in opposition to the desif^ii. In hehalf of all these parties, whoso olijcctions an ill he hours.!*" T II « Tliis prospectus was signed by W. Molson, Vice-President, Lake St. Louis and Province Lino Railroad, in absence of President Hon. J. Ferrior, ILG. Hewitt, President of tlie Plattsburg and Montreal Railroad, Willintn F. Coffin, President, Montreal and Lacbine Railroad. Again, ut a Meeting of the Board of Directors of the Lake St. Louis and Province Lino Company, on tbe 27tb Marcb, ISfil, it was moved by W. F. Coffin, Esquire, seconded by Alexander Simpson, Esquire, and Resolved, — " That tbe President, tbe Hon. J.Ferrier, beautbor- " ised and requested to repair to Plattsburg, tbero to confer with " tbe Board of tbe Plattsburg and Montreal Railroad Comj)any, " and tben and tbere to adopt such measures as may be expedient, " and sign such bonds, obligations and contracts as may bo neces- *' sary with tbe said Plattsburg and Montreal Railroad Company, " or their duly authorised agent or officer, to secure the prompt " and simultaneous commencement and completion of the Lake St. '* Louis and Province Line Railroad^ and the Plattsburg and " Montreal Railroad, so that the two Lines may form one continuous " and uninterrupted Railroad hetujeen Caughnawaga, on the River " St. Lawrence, and Plattsburg, on Lake Ckamplain, as designed " or laid down in a certain map or plan made by T. J. Carter, ''Engineer, in 1850, and denominated a Map of the Plattsburg " and Montreal Railroad, with other connecting Lines." At a meeting of the Montreal and Lacbine Board, held at tbe same date, by a corresponding resolution, William F. Coffin, Pre- sident of the Lacbine Road, was authorised to accompany tbe Hon. J. Ferrier to the same place, and for a like purpose. Under these instructions, and thus authorised, the gentlemen named proceeded to Plattsburg, and on the 4th day of April, 1851, concluded an agreement for tbe commencement and completion of both the Plattsburg Road and the Montreal Road, from which agreement the following are extracts : " The parties of the first part agree, in case the said Line of " Railroad shall and will be made terminating at Caughnawaga, " that so long as the same shall continue in operation as such " Railroad, the said Montreal and Lacbine Railroad Company " will receive and transport passengers and freight to and from " Montreal on their Road at the same rate per mile that the same " are conveyed on tbe Road of the parties of the second and third " parts, and that tbe parties of tbe first part will establish and " innintuin at all limes a fiooil and sufUcicnt Atoam forry to run '^ bctwotm the m\d Kaidroad wliarf at Cauj^linawnga and tlio Uail- '' rojid wharf at Lachiiie." " It is further agreed by and between the said parties, that the " gradin;^ of their rospootivo Koads whall bo Hiinuitaneously com- •* nienced at the Province Line, and extended each in tl»e direction •' of Mooers Village and Scriver's Corners renpectively, and graded " for the distance of tlireo miles at least in each direction." This preliminary m^reement for the construction of the connect- ing l{oads on either side of the American frontier, with a view to sinmltaneouH and united operations, was signed by William F. Collin, rrosident, Montreal and Lachine Kailroad Company, William Swotland, Chairman Board of Directors, Plattsburg and Montreal Railroad Company, J. Ferrier, President, Lake St. Louis and Province Line Railroad Company. Under and in pursuance of this agreement both Companies broke ground simultaneously in August, 1851, and in September, 1 852, both Roads were triumphantly opened with great indica- tions of joy and congratulation by the citizens of both countries. During the Summer of 1852 the Montreal and Lachine Rail- road and the Lake St. Louis and Province Line Railroad were, by an Act of the Legislature of Canada, re-organised and consolidated under the name of the Montreal and New York Railroad Com- [)any. Under this re-organisation it -was deemed expedient to renew the pre-existing agreement, and further to extend the same, and by a formal contract, made on the 15th September, 1852, it was agreed and provided " that the Line of Road from Plattsburg " to Montreal should be run and operated as one Line of Road, " as originally agreed," and providing for the completion of the respective roads, wharves and buildings, not merely for their respective use, but for the mutual and permamnt use of each other, as parts of om continuous Line of Hood. To preclude either party from breaking this compact, or forsak- ing the other, or jeopardising by any act, the interests of the other party, the contracting parties concluded their agreement as follows : " Modifications, amendments or additions to this agreement, if '* not assented to, may be submitted to the Joint Executive Com- • > '. I> *' mittoe, and if they cnniiot ngroo, thoy nmy soloct an umjtiro to " docido ua nbovo ])r()vid«d. ** // bcintf, however, expressly provided tlint no alteration or '* chanjjft) shall bo made which Hhall impair or chanfjo tim leading " or principal fcaturo of tluH and of tlui said previous a»j;rccnit'nt, " in relation to the operation of the said Line of lload as one Rood " bcfwern Platixburfj and Montreal, and the provisions necessary " for carry inijr the same into ell'ect." It appears to u», that the real question at issno between tho "Plattsburp;" Company and tho ''iMontrcal" Compimy is not so nmrjh whether any compact existed at any particular time, as whether any sulHcient compact existed at all ; but so far as the »[u<'stion of time is concerned, we think wo have satisfactorily disposed of tho allegation, that no compact of simultaneous co-operation existed ah initio, nor indeed earlier than the 15th September, 1852. We have shown that the agreoTncnt of September, 1852, was tho last of a series of agreements, tho first of which was dated in 1850. Secondly. — It is alledged by the statement under discussion that the Stockholders of the "Montreal" Company were ignorant of tho preceding agreement referred to, and that it was never ratified by them. In proceeding to investigate tho accuracy of this asser- tion wo find first, in the Annual Report of tho Directors of tho Montreal and Lachino Kailroad, presented to the Stockholders in February, 1850, by the Hon. J. Ferrier, President, tho following paragraph : " But there is one projected Lino to which your Directors call " your earnest attention ; it is one of immediate and paramount " importance to the Lachino Road, and it is believed that a proper " encouragement only is required on your part, to ensure a success " in which you are deeply interested. This is a Lino which, com- *' mcncing at Caughnawaga, and intersecting the Ogdensburg *' Line at Moores Corner, near the frontier, will terminate at " Plattsburg." This Report was received with acclamation, and passed unani- mously. Again, — The Annual Report of tho Directors to the Stockhold- ers of the Montreal and Lachino Road, presented by William F. CoflSn, President, in February, 1851, contains the following para- graph : " Your Directors have the satisfaction in being able to mforra " you, that from the state and progress of the negotiations between 10 " the Lake St. Louis and Province Line Railroad Company, and " well known cjipitalista and contractors, they have every confi- " dence that your Road will soon form part of a continuous Line " from Montreal to Plattsburg, liurlinjrton and IBoston, and, at no " remote period, direct through to New York." This lieport was received with exultation, and unanimously adopted. Again,— The first Annual Report addressed to the Companies then united under the name of the Montreal and New York Rail- road Company, February 17, 1852, commences thus : " Gentlemen, — In meeting you for the first time under your " new organization, your Directors avail themselves of the oppor- " tunity to congratulate you on a union of interest, which they " are confident will prove equally beneficial to both parties to these " arrangements. "The union of the Montreal and Lachine Railroad with the " Lake St. Louis and Province Line Railroad will impart to the " Montreal and New York Railroad Company unity of action and " policy, as well as economy of management. " The united resources of both Companies will be applied to " secure the speedy construction of the Caughnawaga section of " the Montreal and New York Railroad, which, on its completion, " will guarantee to the Lachine section an independent position " with regard to future connections, and cannot fail, both by open- " ing up a new line of traffic with the United States, and by ex- " tending the present running season from a period of eight months " to the entire year, to secure an enlarged business and ample " returns to the whole undertaking. " For further information and more ample details you are res- " pectfully referred to the Reports and maps prepared and dis- " tributed to the Stockholders in January last." This Report was also cordially received, and unanimously adopted. The Reports and maps alluded to were Reports on the state and progress of their respective enterprizes, corroborated by the Re- ports of their common Engineer, T. J. Carter, Esq., all which Re- ports were prepared and published in common^ and at common expense, in one pamphlet, by the Lake St. Louis and Province Line Railroad Company and the Plattsburg and Montreal Railroad Company, and bearing equal date, 6th December, 1851, and sign- ed for the Plattsburg and Montreal Railroad Company by f^ HI I'" D. FiNLAYSONy William Murrav^ JoiiNsoN Thompson'^ J«>HN Torrance^ Alex. Simpson, J. Gasp. Laviolette^ V . . William Swetlandj Presidmfy John J. Haile, Secretary, And further signed, ... ; William F. Coffin, William Molson, William Dow, KoBT. Anderson,. D. McPherson, < JohnScriveb, .', , , n James Ferrisk, Directors Lake St. Louis and Province Line Railroad. It may not be inopportune to. nwntion here, that all the above? Bamed gentlemen, with the exception of John Scriver, Alex. Simp- son, and J. Gaspard Laviolette, Esquires, were at the same lim& Directors of the Montreal and Lachine Road, and that all tire- above gentlemen, with the exception of William F. Coffin, D. Mc- Pherson, D. Finlnyson, and Alex. Simpson, Esquires^ are actually Directors in the Montreal and New York Railroad, and with th& further exception of absentees, have sanctioned the statements. which it is our present duty to disprove. Again, — ^In the second Annual Report of the Montreal and New York Railroad Company, presented to the Shareholders m February, 1853, and imaniraously adopted, after setting iorth the terms of the agreement between the Montreal Company and the Plattsburg Company, as recited in the " Statement," the Report proceeds to state that — " By the agreement between the Plattsburg and Montreal and "^ the Montreal and New York Railroad Companies, hereinbefore " referred to, it was stipulated that the latter Company should "^ provide and maintain a sufficient steam ferry, both for the sumr " mer and winter, between Lachine and Caughnawaga, but that " the Plattsburg and Montreal Railroad Company should a-ssumo " one-third of the cost of providing and of the charges of main- " taining said ferry, and should receive one-third of the profits of " the same. A contract has been made to build a steamboat, * " * * also for two engines of 40 horse-power each, with oscil- •^ lating cylinders, * * * at a price of £6000 Cy." This boat was launchetl, and ran during the winter of 1853-4, as the joint property of the Plattsburg Company and of the Monr treal Company. And yet in defiance of all those evidences- it i& asserted in the " Statement," that 12 " The undersigned have been informed by a very l^rge number " of Shareholders in the Montreal Company, that a ^reement of " such a character was never heard of by them, ar. never would *' liave been assented to, had it been submitted tor their rati- ♦' fication." But it may bo as well to inquire hero, whether under the very peculiar circumstances of the case, assent or ratification by the Montreal Company were not, in reality, mere 'Matters of supere- rogation. It is truly stated, that the idea of building the Lake St. Louis and Province Line or " Caughnawaga" Railroad originated with the Lachine Railroad, and that it originated in the natural desire of improving the value of that proi)erty by extending the Line, and securing to it new connections and additional sources of revenue. It appeared most desirable to the Lachine proprietors, with this object in view, to build a Road which would connect them with the United States and with the Ogdensburg Road ; but how to reach the Ogdensburg Road was the difficulty. The Canadian Company might construct a Road from Lachine to the Line 45, but they could not proceed one inch beyond. The Line 45 occur- red in a dense forest, and the Ogdensburg Road was 2^ miles distant. How to get there was the difficulty. In this dilemma the Hon. James Ferrier and William F. Coffin, Esquires, both Directors in the Lachine Road, of which the latter was likewise President, as the former was President of the Lake St. Louis Road, were despatched by the Lachine Board to Plattsburg to invite the co-operation of the Plattsburg citizens, to help the Lachine Com- pany out of their difficulties and out of Canada. The citizens of Plattsburg warmly espoused a scheme which, while it gave -lo the Lachine proprietors access to the United States, to the Ogdens- burg Road, and to Plattsburg, secured to them, in return, com- munication with the Ogdensburg Road, and a certain and invariable communication with Montreal. A common interest, a common necessity united the pa''ties. The one wanted to get in, and the •other to get out of Canada ; The one Road was valueless without the other. The mere sucfsjestion that such an arranofoment would be only " temporary," as hinted in the " Statement," would have been fatal to the design. Its' main advantage — its only security consisted in a permanence arising ex necessitate rei. Under those peculiar circumstances the Roads might have been built without any agreement at all ; they could have been built only in view ef their connection, and no Lachine proprietor v/ould have w expended one shilling on the extension, if he had not been satis- fied not only of the existence of the connection, but of its perma- nence also. It is true that at this time the Champlain proprietors made strenuous endeavours to divert the Plattsburg Corapany from their Lachine connection, going indeed so far as to offer to build a Road at their own charge from Rouse's Point to Plattsburg, if the citizens of Plattsburg would violate their engagement. But the people of Plattsburg adhered to their engagement with unwavering fidelity. Tlie roads were built. It was impossible to foresee — it was impossible to imagine the unnatural combinations ■which have since occurred. The citizens of Plattsburg would as soon have expected that the River St. Lawrence could, on its way from Montreal to Quebec, have been drained into Lake Champlain for the benefit of the Line of the Richelieu, as that the Montreal Company should conspire to destroy their own property and ruin that of their benefactors for the benefit of the line of the Cham- plain Railroad. . ' Thirdly.— It is alleged in the " Statement " that this agreement between the Plattsburg Company and the Montreal Company, even if made and ratified, was necessarily temporary — that it was illegal — that it was in no way binding on new Stockholders — that new Stockholders are not bound by the " equities " of their prede- cessors—that circumstances not only justified but demanded the recision ' the agreement, and a good deal of what is called " legal ingenuity " has been employed to show why legal contracts which are held sacred in every country where English Legislation and English Jurisprudence obtain, should be set at naught in Canada. To this we answer. That if the contract is illegal it is unne- c^dsary to question the time of its duration — that in the ordinary acceptance of English Law as construed by the Courts of the United States, Stockholders are bound by the legal obligations of their predecessors — 'that no circumstance connected with third parties can justify the recision of an agreement without the con- sent of the parties originally contracting. For the legality of our position we rely upon the Acts of the Legislature of Canada, incor- porating the Montreal and New York Railroad ; for the construc- tion of these Acts and Statutes wo rely upon the Tribunals of Canada. We have shown our confidence in these Tribunals by instituting in the District of Montreal an action of damages against the Montreal and Now York Railroad laid in the sum of £75,000, tor violation of the contract existing between us ; aYid We will ftot permit ourselves to believe that the Parliament of Canada will, by tx post facto Degislation, traYiafer to the Champlain Comj*iny the pl-operty of the Montreal Company, with the power to use it aA they may think best, depriving us thereby, dxiring the pendency of our suit at law, of the only remedy for the breach of an agree- ment contracted by us on the faith of preceding and existing Legislation ; we rely implicitly on the Tribunals and on the Legis' lature of Canada — *on the former to admiftister justice, and "sn the latter not to interrupt or intei-fere with the administration of jfistice, in a country living under the proud rule of Britain. Fourthly.— ^The " Statement " stoops to imputations. We are told that " after the ^attempted) amalgamation the Presidents of " the two Companies ^the "Champlain" and tlie " Montreal,") en*- ** tered i'nto arrangements \n\k the Plattsburg Road to run in " common, and they had hoped that an amicable and equitable ^' understanding had been established. " But a wanton and reckless course of proceeding has since ■" been pureued, which tjan only result in evil to the Jaterests of "" all concerned. The cars and engines of tire Montreal Company *' Were seized by the Plattsburg Company, in the State of New *' York, for the supposed breach of contract at tli« time they were ** running in frieftdly connection, and a bitter hostility having *' been fostered by a succession of events, the Montreal Company ■" Was forced, in order to prevent the further seizure of their pro» ^' perty, to cease allowing their cars and "engines to go beyond " llemmingford." We are here charged with "wanton and reckless" conduct. It is left to be inferred that while running in friendly connection we perfidiously caused the property of the Montreal Company to ht seized for " the suppcfsed breach of contract," that is to say, for a breach of the original agreements for which we have since insti* tttted a suit at law. An insidious attempt is made to disparage US in the eyes and opinions of the people and Legislature of Ca* nada, and to prejudice our cause before it is heai-d-. In a discus" sion such as this some latitude of language may be allowed, and a certain elasticity of conscience may be expected ; but this i« rcallv too bad. To explain this circumstance it is necessary to premise that in the summer of 1853, while the Montreal and the Plattsburg Roads were working together in perfect harmony, it was deemed ©xpe* 16 n, they ;ors and to solicit s of land the Line and pro- lands at tid many ade, and peration, valuable d States, detailed. ity of its property ruction of alue, and those who purchased on the rise have been ruined by the fall ; Ab an illustration of the inconvenience and injustice inflicted and entailed, it may be stated here, that merchants of St. Rcmi and Hemmingford, Stockholders, who gave land to encourage the Road, in the expectation that their goods from the United States and Montreal would bo deposited at their own doors, have been compelled, after weeks of delay and consequent depreciation, to seek their property at the Champlain Depot at St. Lambert, oppo- site to Montreal, to pay there monopoly charges. ♦« "'^nvey their goods at additional costs to Montreal, M;cnce to Lachine, thence to Caughnawaga, and thence to St. Remi, while their own Rail- road, built by their contributions, w;^ standing idle at their doors under the influence of " Champlain " control and policy, and for the perpetuation of the " Champlain " monopoly. All this can be proved by the parties, if the Railway or other Committee of the Legislature will permit proof to be adduced. It is laid down in one of the leading authorities on the law of Railroads — Chamber and Peterson, p. 174, — that "the extraordin- " ary powers conferred by Parliament upon Railway Companies, " unknown at common law, are so great and numerous that they " will be watched with the utmost vigilance and jealousy, and con- " Btrued by the Courts with a leaning against those for whose ad- *' vantage they have been conferred, and in favour of those whose " private riyhis and properties are liable to invasion by the exercise " of them." On the same subject Lord Chancellor Cottenham has said, " it " is extremely important to watch over the interests of those whose " property is affected by these Companies, to take care that the " Company shall not be permitted to exercise powers beyond those " which the Act of Parliament gives them." It is further settled, (vide Wordsworth on Joint Stock Compa- nies, p. 60,) that " Railway Acts are regarded in law and in equity " as contracts made by the Legislature on behalf of every person " interested in every thing to be done under them. Those who " apply for them undertake that they shall do and submit to what- " ever the Legislature empowers and compels them to do, and " that they shall do nothiny else." The Legislature, acting for the Province, — ^the Legislature, acting for its constituents, has created a co-partnership called a Railroad Company, for certain clearly defined and specified objects. In view of the public good it has exercised the highest, perhaps 20 tbo most arbitrary and obnoxious power of the Legislature. T( bas authorised a public Company to attack " the Englishman's castle." It has authorised the invasion of his property, the divi' sion and separation of his farm, the destruction of his garden, of the orchard planted mlh his own hands, the removal of his build- ings, involving possibly a change of residence, and the consequent dislocation of ties above price, and for which no money can com' pensate. And what is the real and practical, indeed the only tan' gible compensation for all this evil and inconvenience in the case before us ? It is the existence of the Railroad. Can it be toler' ated for one moment, will the Legislature countenance for one moment the precedent that, when a Railroad has been built and in operation, after the evil and the injury have been inflicted, the Company, because a majority of the Stockholders have acquired a larger interest in another enterprise^ can by a feigned process of amalgamation transfer their property to this other enterprise, -whose only object in getting possession of this property must be — as in the present instance it avowedly and notoriously is — to destroy the property as a Railroad, to take up the rails, and sell the property bit by bit, for the sole purpose of resuscitating an effete monopoly. Admit the precedent, and what security have you that Railroads built by the contributions of Municipal funds may not hereafter, under some combination, at this moment, inconceiv' able and unimaginable, be, by the use of corresponding devices and arguments, transferred from their present location, and placed at the tender mercy of some other line, more popular in its gene- ration, to the ruin of all those at present concerned. If a Com- pany has involved itself in financial difficulties, leave it to the ordinary operation of the law of the land, — a law which affects Companies and individuals alike. The Road wilt pass through the hands of the Sheriff, and from the hands of the Sheriff it will pass into the hands of those who, having bought the Road as a Road, will operate it as a Road, and having bought it at a reduced price, will be able to operate it to their own advantage and to the public benefit, but more especially to the benefit of the section of country} through which it passes ; but never by ex post facto Legislation destroy the acquired rights of those who are already sufficiently injured by preceding Legislation. But as Stockholders these parties contend that they cannot be eo-erced by a majority of their co-proprietors into doing ant/thir^ foreign to their corporate existence. Under the articles of GO-par€« • •1 ■< twry, oreated for thera, nil round, by tho Legislature, they liav« agreed to build tho " Caughmiwaga " Rend. They never agreed nor contemplated investing their money in tlie " Chainplain '* Road. Tt may as well be asserted that a mnjority of tlio Stock- holders of the Montreal Bank could, for private purposes best known to themselves, compel the minority to invest their capital in the Montreal Mining Company. Tf a majority of tlie " Montreal " Stockholders have, for reasons and in ways best known to thom- selves, recently acquired a larger interest in the " Cliamplain " Road than they have in tho " Montreal " Road, — if four of the Directors of the " Montreal " Road liave recently accepted scats at the Board of the " Champlain Company, — if the very gentleman who has signed this Statement as Vice-President of tho Montreal and New York Road is one of those individuals upon whom the mantle of Universal Directorship appears to have descended, — they should be taught, as they doubtless will, that they have yet a irust to fulfil towards tho Montreal Company, and that there is a very serious distinction to be drawn between the individual mem- ber of a corporation and the corporation itself. But the Stockholders are told, and some of them have credu- lously believed tho tale, that " the competition had been ruinous ;" ^* that both Companies were on the verge of ruin ;" that " less than another season would have involved both Companies in a common ruin," such were the changes rung. With the Champlain Road, its expenditure and its management, tho " Montreal " dissentient Stockholders would have nothing to do, were not the attempt made to force them into this connection. But under this pressure they have been compelled lo investigate for themselves, and they find that the " Champlain ^ Road haa cost, in round numbers, £450,000, or over £10,000 per mile, while the '* Montreal " Road, including the expensive Lachine sec- tion, has cost £250,000, or £6,000 per mile. They look at these facts, and ask what had they to fear from the competition ? With ;a shorter, a more direct, a more favourable route, accessible and practicable winter and summer, whatever the " Champlain'' Com- pany could carry for a dollar, they could carry for hr.lf a dollar. What had they to fear from competition ? Let those who got up the competition look to that It has always been supposed that Legislatures, acting in the interest of the public, encouraged competition and discountenanced flaonopoly^ but if competition really is an oJQfence, the Champlain 22 Co;iiinriy an, the ofTtiitlors. The Chanii»h»ln Cun>i»aiiy ohfiiiiieJ ^liu Act uiithorisiiiff th(.' cxti-nsion of inteiTcre with one dry goods firm in Montreal, because it dro, ( : ' -tt • business than another dry goods firm. All should b • left alike i^ the operation of the laws of the land. But th lo is ."n«' K ■» point of view in which the question of competition npi^ars lo have escaped observation. The competition betwi;en the (Jompanies is practically for the " through traflic", the renjote business of Boston and New York ; wo lose sight of the heal traffic. Smvly the Counties of Napierville and Uuntingdon are not to be deprived of the benefits of a Tlailroad, because .-mother Railr< ad competing for the same "through traffic" runs through a distant section of the County o*" Laprairie. But it has been alleged as a reason for this proposed amalga- mation, "that both Companies were upon the verge of ruin," that " less than another season would have involved both Companies in " a common ruin." What ctTects another season may have had upon the operations of the " Charaplain " Company we care not to discuss at this mo- ment. But we do know and can show that, at the time of the f?rst attempt at amalgamation [28 Feb., 1854,] the "Montreal" Road had no reason to apprehend any such result, and the dis- sentient Stockholders, deny the right of a majority to destroy their common property for the purpose of propping up another COiiccni !;i vliich that majority bus acquired a l;irger interest. On ill "' '> Febrii ;, 1854, was presented to the Stockholders of liie " Montreal " Road, the first Annual Report of the Montreal and New York Railroad Company, subsequent to completion, with accounts closed to the 31st December, 185^ The Road had then been in oper.ition one year, laboring under «tfl th*' disadvantages and expenses incidental to a new Road. This Report, prepared and presented by the Directors favourable to the amalgamation, was concocted or " cooked" in this view, to tlie ai^paiag' ment nf the Montre.ll Road, and for the purpose of disheartening tli« Stowk- ^ I 23 liolJoin, Jinil inducing tlictn to lnli»!VO tlitit tlmir only ho|>o of salvnliou lay in utnulf^mnation. 'I'liis Annual I{»'|»()rt was only prusi-ntcd to tlio Hoard in u Inirrlid nianiuT shortly btforo tho General Mootinj; took \)\i\w. It wjw not printed ns had heen cii-storaary with other Annual K<'|)orts. Tho aecountu upon which it pretend, to bo based hai ncutr b:'en audited accordiutj to law; in fact, had "vcr been audited at all. A\u\ yet wi do thoy show. Be it remembered that the larnrest gross carninj^s ( fho uld Lachine Itoad had never in its bet^t year^ 1851, exceeded jer.Oir. 17 2. Tho lleport states tha "tho ."<>ceipts for traffic during tho past year were £22,580 2 7 [or i>i>r cent, on a g >s exp uditui of 1250,000]. " hut tho expenses were 1( samf eriod £l8,'^9fl 18 H Leaving a balance for nett i 'V»n„i £3,«!8!) 4 4 And tho Report ^ >es on to i^**f th "as tho interest on the "•* 1 uided and floating debt, for i a. ear, amounted to £8,401 " 1 0, tliere is consetjueully a »,'' nency in the revonuo to meet "it of £4,771 10 8." N w, tho fact is, that tliis sum <»" C8,401 1 0, being interest of fund* 1 and floating debt for th- lUst year, had been already charg d in the expenses, to wit, in •• ^"in of £18,890 18 3, and insteai of there being a deflciency uf revenue to meet said interest of £4,771 10 8, there w;is in realit\ - lear nett revenue of £3,039 4 4, li >wever that nett revenue niu have been employed. The true St: teraent of the expenditure i 1853, should have been, Gross expenditure £18,890 18 3 Interest on debt 8,401 1 For running expenses £10,435 17 3 This is the true "Wmc" Report, tho ^^ijelloiv^^ one Avas tho first given. It is worth while, for the sake of corroboration, to compare the statement for 1853 with tho statement for 1854, put forth by tho "Champlain" Company for a year during which the "Montreal" Road has been practically under their control and management, of course the object has been to perpetuate the delusion of the insolvency of the Montreal Road. It must be held in mind that, for the purpose of re-establishing the monopoly of the " Champlain " Company, the Montreal Road 24 has been run to tlio greatest possible disadvantage, that trains have beon run from Caug^nawaga to Heramingford the wliolo season, increasing the expenses, and doing no business, and that the Caughnawnga ferry has been stopped, and members of the Legislature, and all travellers for Western Canada, the Ottawa, or the United States, have been compelled to cross the St. Lawrence opposite to Montreal, through the ice, at the peril of their lives, merely to restore to the Champlain Company a pernicious mono- poly. By the statement for 1854 the earnings of the "Montreal" Road are given at £16,078 1 11 [Compare this, under every disadvantage, with earnings for 1851, £7,015 17 2.] And the expenses for the year £12,2 j5 2 5 £4,722 19 6 It is not stated how much of this amount of " expenses " was employed in paying interest on debt, but as it is believed that about £2000 was expended in repairs of permanent way on the Lachine Road, the expense account should stand thus : Expenses for 1854 £12,255 2 6 Repairs Lachine Road 2,000 Running expenses £10,255 2 5 "Which cerresponds pretty closely with the running expenses of 1853. By the same Report of the Champlain Company, of the 16th February, 1855, it appears that, under the revival of their mono- poly, they had in the preceding year realised gross earnings to the extent of £40,000. ILid the Montreal Road been permitted to run in connection with the Plattsburg Road, the proprietors of the former Company would, at the least, have shared with the Champlain Company this gross earning of £40,000, and have earned £20,000 in addi- tion to the £16,928 1 11, they had already earned. But to escape all charge of exaggeration, we will put down their share of the earning-s at one-third, or £13,333, and state them as follows : Gross earnings Montreal Road, £10,978 1 11 Expenses, 12,255 2 5 4,722 19 6 . 25 Add one-third of Champlain earnings,. 13,333 I i £18,055 19 6 or upwards of 7 per cent, on an expenditure of £250,000. We think, therefore, that we have sufficiently sliown that the " Montreal " Company, under fair treatment and man.ngement, had no reason to apprehend " ruin " in any shape ; and the only way to account for the extraordinary mystification in which the aflfairs of the " Montreal Company " have been purposely involved, is by the statement of the fact, that a majority of the Shareholders and Directors of the Montreal Company have recently acquired a larger interest in the " Champlain " Road, than that held by them in the " Montreal " Road ; and as a further proof it may be stated, that four Directors of the Montreal Company have lately accepted, and also hold, seats at the Champlain Board, and that Johnson Thomp- son, Esquire, the gentleman who signs the statement put forth by the conjoint Companies, as Vice-President of the Montreal and New York Road, is one of them. The dissentient Stockholders therefore ask whether, even if no other considerations stood in the way, the Legislature would ever exact from them such a sacrifice of property, when it can be shown that the sacrifice is not only monstrous and without precedent, but unnecessary. And among these considerations the Legislature will not ^ose sight of the Bondholders of the old Lachine Road. These Peti- tioners are represented by Major General George Augustus Wetherall, now holding the high office of Adjutant General to the British Army at the Horse Guards, London, and by Captain Martin, of Iler Majesty's 95th Regiment, now in the trenches before Sebastopol. It should bo held in mind that these securities have been a favourite investment with officers in the British Army, — that they are transferable by delivery, — that thousands of pounds of these securities, deemed to be secure under the jegis of a British Parliament, are held by the very men to whom the same Legisla- ture has, with glorious generosity, just voted the noble sum of £20,000. That Legislature is implored to have a care. In pas- sing the proposed Acts of amalgaraat'on, they must necessarily jeopardise these securities. In ignorance or forgetfulness of the fact, they may tamper with the last miserable pittance of the orphan and the widow. The Bondholders of the Lachine Road were originally preferred Stockholders. They were induced to exchange their preferred 26 ^^3 :-:■ 'i stock for mortgage bonds, on the representations and nsRuranccs made to them, that the " Caugluiawaga section " of the Road woukl be built, improving thereby tlie pr(»porty to which their mortgage attadies, and their security both for interest and capitah The mortgage bonds they then acoeptod are not redeemable until 18G2. The illegal and unjustifiable occurronces which have taken place have already greatly depreciated the value of these securi- ties, and they feel that if the "Montreal " lioad passes, directly or indirectly, under the control or manngoment of the " Champlain" Company, wliose object it avowedly and notoriously is to destroy the property for the purpose of securing their monopoly, that not only will the value of their bonds be still further depreciated, but that, before 1802, the property which constitutes their security will, either by design or by neglect, have lost all marketable value. But we are told that there are ether creditors of the Montreal Company, and that " these creditors sioiiciiomd and urged the amalgamation." It becomes necessary to inquire who were these creditors of the Montreal and New York Road. The only large creditors of the Road, after the Bondholders of the Lachino Bank, are the Dank of Montreal, and they certainly did both sanction and uri/i^ the amalgamation. That highly res- pectable Institution did, in the way of business, make advances to the " Montreal " Company while their Road was in process of construction, and they did so in a perfectly business like and safe way, by taking and holding the mortgage bonds of the Caughna- waga section to the extent of £100,000 sterling, as security for the money lent, and they hold them still. Why thcHie bonds wore not sold in March, 1853, when transmitted to England for that purpose by the Agent of the Bank, at the very time when the Champlain Company sold a corresponding amount of bonds, it is for the Managers of that Institution to explain ; and, furthermore, they will doubtless be able to explain why ihey mnctioued and urged an amalgamation, the only effect of which has been to de- preciate the credit of the bonds they hold, and destroy the very existence of the property upon which they are based. Do they really believe that the Champlain Company can, in addition to their own debts, assume the debts of tlie "Montreal " Company ? Let them look at the actual and forced statement of the liabilities, the bonded liabilities, of the Champlain Road. Can it be believed that if they had inquired into, if they had fvscertaincd the real indebtedness of the Champlain Road previous to or at the time of 27 these transactions, tlicy would have cast away the substance to grasp at such a shadow as tliis ? The Montreal Bank stands, before the law of the land, like all other creditors. They liave the tribunals of the country to appeal to, The dissentient Stockholders of the Montreal Company wish that the Bank may be paid the uttermost farthing in a legitimate and proper way. To this object they will readily sacrifice their property : but they protest against, and will ever resist, every indi- rect form of proceeding which prejudices the rights of other cred- itors, and can only have the effect of destroying their property ■without any real benefit to the Bank of Montreal after all. It is manifest now, that, had this amalgamation not been sanc- tioned and urffed as it has been, the " Montreal " Road could have paid all its debts, and a handsome dividend in addition. It is equally clear that the Montreal Road, as an independent enter- prise, can, under proper management, relieve itself from all diflS- culties, and that the destruction of the property, as sanctioned and nrf/ed, can only result in the damage and loss of all claimants and creditors of the Company alike. But there are other Petitioners, citizensof a foreign state, who are entitled to attention at the hands of the Legislature. The in- habitants of the Counties of Franklin, Essex and Clinton, in the State of Now York, nume/ically amounting to 125,000 souls, ap- proach the Parliament of Canada, and respectfully set forth that, from the physical structure of the mountainous region on the west shore of Lake Cnamplain, they are, in summer in a great degree, and in winter still more, dependent on the City of Montreal for a market and supplies ; that the connection between their section of country and that City is reciprocally important and beneficial ; that for the purpose of perfecting this connection, and in implicit reliance on Canadian Legislation, they hailed the advent of the Montreal and New Yoik Road, and invested their money in the Plattsburg and Montreal Railroad; that in the summer of 1853 they calculate to have expended the sum of $100,000 in the stores and hotels of Montreal ; that the stoppage of the Montreal Road, and the probable change of ownership of said Road, have greatly depreciated the value of the Plattsburg Road, and caused great and injurious fluctuation in the value of real pro- perty on the Lino ; and that the transfer, or the semblance of trans- fer, directly or indirectly, of the Montreal Road to the control or management of ^tlie Champlain Board — a corporation whose only 28 object and end in acquiring tlie same must bo to neutralise, if not