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Les diagrammes suivants illustrent la m^thode. )85.1 ] THK LEVIS AND KENNEBEC RAILWAY, AND ITS DIFFICULTii'S, ilv ("IIAliLKS A. SCUTT. ONt: OF THE LATE CONTRACTOR'-^. A HiilKF TIl>i<)in di-- IvAKnclII-.LLF, \- S<'i)TT"> ('( )\ .N I'.C- TK).\ Willi Tin: I.!\i: i'Ui).M its C().MMi:.\fi;.Mi:.M to TiiK riiKsi-.xr TiMi:. » • . - ' . I • » • r * » • • • • • • • • • It * * ► » I , , . , , Ci T' E R E r : l'l!lNTi;i) AT TIIK •McvliSIM; CII li.VS (Cl.i: " O/ri 't, \ V .•«•.?< s i^5 .7/4 XMB LEVIS AND KENNEBEC RAILWAY, And its Difficulties, 1>Y CiiAULEs A. Scott, ONE OF THE LATE CONTRACTORS. A Brief History of Larocheij.e cS:; Scott s Connection WITH THE Line from its Commencement to the Present Time. § Owing- 1:) tho nnlbrtuiiato position in which the Levis and Konncljoc luiilway Company Jinds itself placed to-day, in an antagonistic attitude towards the Englisli capitalists who have built the road thus I'ar, and owing to the fact that the public has but a very slight knowledge of the true position of the cnteri^rise, and the circumstances which have led to the present troubles ; and more particularly injustice to myself, who induced my English friends to invest tiieir money in the undertaking, I think it desirable to lay Ijeforc the public in this p:unphlet, a brief history of the under- taking and of my connection with it, and in doing so, I can assure the public that I am actuated by no other motive than that of justice and lair-play towards all ^xirties \yho have in \ 58688 ^ K •> . I I «-f good i'liith i\'u\oi\ ill })riii'-riiiu' tin- roiul to th»' posit ion it was in wluMi tht' unrHiiunutf ditli<-ultifs which have latiily ui'iM'ii. lii'oiiLih! stiil'c and aninidsiiy inlK an tMilcrpriiXc of such iniixiilancc and [>ioniisc to th'* inti'n'>l*' oilhL' Pictvincc ol" <^iichcc. The Levi-" and Konneboc Railway ('i»mpany was incor- povatcd ]»y act orilic Provincial I'arluuucnt in 1S(51», lor llu' jHuposc itrhuildini:- ;i railway, about niiu'ty miles in Icnylh I'roni j^i'vis to ihe I niti'd Stales ooundary line in Maine, and on the -'.Is; ])i'eenil) -r. LST<>, a (contract was cnlt'red into with Mr. .1. !!. llulh.n't to construct ")i) miles oi' /'-odt/rtf. liail.vav IVoiti I. -vis to Si. i'^iMiicois. at the })rice oi' si;, (KM) cash per mile. '•<>!i![>li'ted :ind ctpiipi) ''^- l^uriiiLt the summer ori^^Tl. some J7 miles of road w re uraded (at a cost to the contract tr. aci-ovdiiiL:' to his own hook^. of s t4,ed since) amoiiuted t<» al)out ^104,TS0, in ide u}) lo How Town oi' i^evis s.')0,OoO in Corporation Bonds. Si. An.s.lme 12,000 I'rivaiv' Xanies 42.7>^o Cash. Thi> advled to a Governmeii! subsidy ol^s 1.710 per mile, represeiitinL: about s2,-S70 }>er mile. This was the amount which the ('oiiipaiiy had to build a Wojihii Jini/ifui// iM) miie.s in lenu-tii, \\ hich was to have eo.st si;, 000 |)er mile I 1: was in the summer ol' 1 ■<7 I 1 lirst met Mr Laroclu'lle, and in the winter ol' l^l'l we entered into partnership, not to conslruia i!ie railway, but lo undertake a sub-co!itra.ct i'roni Mr. ILulb-rt to nei out the nece.ssary ties and timber I'or -JO miles ol' iracj. and we became involved b) the extent ol' about $30,000. IVm' tlio payiutMii ol' which w- hud to h.ok to Mr. llulln'rl, aiifl through hiui to tlu' Levis .iu»l Ivcnuchoc liailway Company Mr. Jlulht-rt hcc.uiu' unlorluiuitc ,11 his (•(•iitracts. and could iKtl iiit't'i oui' ( laini, and Ihi' Coiiipiiiiy had no iuiid.s Iclt. .so that (willi lit) resources oruur cwii) \vc liad to iiiakt* .some I'llitrt (Mit.xidc t'> piiy ourselves. in .Tanuarv. IS"'), Jjarochclle \- Sell made an arrnn^enjeui wi th Mr. Hull>ert 1)V whieli \}\:]\ <_;<'nl leni;in ;e^reed to reiiie IVwiii :hf contrai'l ;ih(>L'i'th'-r, ;ii; hy the ('omi);i}i v, we an'i'eciii'^- III hi u id th.it jun'tioM ol' the id.id. and ha\ inu; as om- i>rolits I he Wf.rkini: of it I'ltr '2'* vears. (This lense \\as suh- secjucutly I'.xtejided lo H!) ycaivs on ihe whole loll L!lh ol'liuo, :h) miles ) "\Voodt}n Ktiilways hiviuL!' j)roved ,•! laihire, tlie idea oi" construct iiiLi' this road with wooden rails was ahaudoued. and I liot up a prospectus lor an Irou Koad. thiid^inir 1 had simj)ly to i.ro ovtM' to the i.,ondon Market and i^et all tin; money 1 wanted in a lew i) t mile. s!ii)scribed here !)v (!o\ernm'nt and people. Alter spendinii- a])out I'our months in Lond(.)n, makinu- everv eliort to n^^'ociate a loan, r return -d !o Canada, h;!vinu" ^iuiialiy lailrd in my ol)ject. but it'.ivinu ihe nei»'otiaiion in ihe hands ol' a [)er- sonal I'rieiid. Mr. .1. \V, Cunning'iiam. who jiromised to do hisuttnost to Iloat the loan required. Jlow lar hesurcei'ded in ridlilling' that promise, will be seen I'urther on. 1 »s r» . I I *T Immediately on inv n»turn to Canada, I i'nt(»r»'(l into noiro« tiatioiis ihrouij:h Mr. Hull)prt with New York i)artit's. and «eL'iir»'d 600 tons of iron rails, and a locomotivo, wliich ••nahled us t-^ lay aljout .six miles ol' track. For the payment oi thi.H mat*.'rial. lK»nds of the road were i^ivt-n as collateral securiiv. with the understandinij that the amount we were lialile for would be paid when we negotiated our loan in Eni'land To enable us to pay ircii ht and lay trac-k. we )»orrowed money, and depended on our success in Enirland to rei>ay it. In *'>;tober. 187;i Mr. Cunningham cabled me to come to Eiiirland, that he thought he could neurociate for money to carry us on. I left by next steamer, and on ar- rival was introduced by him to .lohu Laauham Keed. E.sq., Contractor and Financial Agent, who was looking into our scheme, and alter a.scertaining from the very best of sourc«'s the .standing of Mr. Keed. and receiving the best po.s.^i bio report of his character as an honorable man, and capable of taking hold of our scheme, I entered into an airreement with himviii>;niy (Inly iii'inponiltwl iiikIit .in A«'i <>! tin* " Li'iiislatun' m!' ihc l*i(>\ iiic' ol' (^MvIxm-, in Him Doi liiiioa •' of ( 'iiuad.', ;isst'ntt'(l to -itli April, 1m»'.i .liuoKlfd l»\ ini ••Ad iiss.'!il'.'(l to J4tl! Dcc'iiilxT. I'-TJ.iuid l)y im Arnl. •* ('(1 to I'^Tl Si'M(l (ii'i"'! nm : Whcrt'iis. \\ c i ;i.' siiid Company, "undt'iund iii pur>ii;uj -tM.l the an horii\ coulrrr.'d upon '•us l»v the. >;ud A<'1 'd' iiK'orpdraticii and tlu' Ads ann'inl- "at.or\ thiTt'ot. pi-oposf to .-,idl tlir lirsl nioilii'ay-i' si'Ncn jti-r '• ciMit <|f!).Mii ur.'s ol the ('.inipaiiy ol tlic liist i>sui' lo l\w '• aniouni ol' oni' hundifd ihousai V ( •'aid I'omN, a.^ lln-y fctliall. Iroiii lime to linu'. I)e " doli\ ercd to iiiiu. and to m-'jotiate. ^.H ,,iid dispose ol'llie •• same, cithd' 1)\ liiniselr o;- ihvouii'li hankers, ln'okeis or •' ai^'enis. a> he sliall i!p|ioinf on >iieh t'-rni- and eniiditions •' as he shal! determine to l»e proi">e!', and to reeei\e an I " colh ct the pi'oe.eils iheveol'. and lo Liive lull aiidahso!ut«> " disidnrii' 's. and aequiiianees iherelor. loi u-. and in our nann a> iuilv as r{} uM d () so. '• llerehv uivinu' and Lirantinii' lo oui.-aid A:^ent and A*. " tornoy .'nil and eom[)h'le autliorily in '.In' i»reu)ises, and '• ralilVinu' and aiireeimj- to latil'v and oonhrm all that our •'said Attorney shal. lawiuHy do or cause to he done hv " virtue liortM)l". in witness whercoj'. we tlie said Levis and "Keinu'hec Railway Conipany, \'<'., \'<'. \'c. (fSigncd,) '•J. G- BLANCH KT. I'residont. "E. DEMKUS, listM-Totary,'' thJ urj 9 Tliiit th(» ;i2'i't'<'>niMif with Mr K'.-.m! whs lortuiiiUc :iiul (i}i|)<)rtmi«>, niiiv !*•' jutlu'))! IVoin tin' l:i<-tili:ii siiii-<> tliat tini«> tilt' proiiKtlfTN (»r r;iil\Vii\ s ill tii.- I iiited Slatt's liiix •• olli'vcil IxumIs in Loiiiloii oil injids iilmuly in ojiffntion \\{ Jilt\ pt-r • I'Ml «li.<('<)uiil willioui hi'ijiii jil)lt' lo l»orro\v aiiv moiicv ; Mu\ tiial sudi iiiliiu'iiti.-il hkmi :is Sir IIicji'li Alliiii, IIoii. Thos. M((;n'.'vy, th'- rrcsidt'iit of ili" Cr.Mlii \ all^'v W^nuX of Toronto, ill.' C'(»iitr;n'lors ol i lit- <^n<-h.'f Ci'iilral. and others. Iiuvo spent moil 1 1 IN and nmnt lis in London t'nd<'a\-or- iiiU' to lloat tlii'ir honds. and hii\i' in \\\\ cafso <'oinpli'tr!v lailt'd to «lo so ; and \ fi ihcsi' i(»ads had shai'i- capital and municipal to slo.'Hdj p.-r niih'. l)«^si(h>s hir'^v ( ro\ criimt'iit hsidit's. while ih" Levis' and KeiinehiM', as I lia\'e shew 'I, had only $ll«)(i per mile IVom thes«? sources. Some ' the ^Milar' < roads, such a.-, ilie 'I'o- ronlo and Nipissinii', which did su<'ceed in net;(;tiatini:' their hond«, had to limit their .si, • to siS.OOO per mile, while the Levis and Kennehcc chtamed t'o..">()0 storlim: per mile. ( )n my return to (^jnehec I went on to Xi a Y(»rk, and our larLUt' v the fall of IS" I we liad completed •']() mile.s of road. < )ur lia})ilities in the Inited Slates amountini^ to ^To,OU<) wi're also paid oil' l)y Mr. lve«'d. In the fall of 1874. 1 made satisi'actory arranir'^meiifswith the lihode Lsland Locomotives Works and Was(»n Mniufaet- uring Company, for two additiom\l locomotives an1'k to try and induce Mr. Keed to make us the necessary advances, and alt;'r a ureat deal of trouble, he agreed to do so. holdinii' the second issue of bonds as collateral, as the market would not permit of their being floated I A Power of Attorney similar t(» the first sent was forwarded him. authorizinu' him to -deal with the second issue. ( )n June 20th of the same year, our first section of 30 miles "vvas opened for traliic. The rails for the 15 miles additional not arriving before S(^[Uembt^r, we were unable to complet.^ our work to St. Joseph that fall, but in .Tul\', 1<7»'. the additional l-") miles were inspected by the Gov- ernment Enuineer. The (lovernment in 1S75 gave additi(»nal aid to the line, increasiiiLi' th(^ su^sidv ;■» s:^,.;^()0 nett. so that the total amount which went into the actual construction of the railwav (lo mile>) up u tin» i)res"nt time is as follows: FUnit TANADA AND fMTr.D STATES. CJovernment aid. ..s:157,800 L!':s^ — TiTist fund pledu'cd t*.)nn'i't iniere.^t on ijonds 74,385 $ 83,415 (0 11 Private subscriptions to \Vood»Mi Railway actually pavl up as per Stock List lately issu'Hl IJJSO ^-) Levis Corporation to AVooden Railway (in bonds) oO.OOO (') St. Anselme, indirectly throuu'li private parties (bonds) 12,000 (*> Liabilities incurred altoii'ether on Mr. Reed's credit (iiu?ludin numbered 2, 3 and 4 (^104,780) Avere o-ivrii and subs<-ri])ed ibr a irooden railway contracted for at !*<(;,(iOO por mihv These subscribers have now an Iron Railway instead. v.lii<-h is certainly more than they ('(nild have expected when they gave what they did ! M IJ li, ■r-p 12 Several anonymous newspaper correspondents have en» deavor.'d, since the present difiicuhies have arisen, to i)rove that ol tlie amount spent in the constnictioii ol'tho road only 48 per cent, was furnished by Mr. Kecd. and his friends, as ajrainst '')2 per cent. eontri])Uted by the shareholdt>rs. the Grovernment. and lln' persons to whom the $115,098 is due. \o\v allowinu' the (lovernment and o'her Canadian sub, scriptioiis to stand as they are. the amount so subscribed would vt>pnv^,Mit >;oO:},20"5, or about sT.OOO per mile, as aii-ainst l^nu'lish advances of !^.')2'),^2T, or •1^12,083 per mih* ; a5i(l 1 maintain that the (rovrrnincnt sub.sidy is given as a hnnus to the jKirties who should furnish the funds to carry out the uiidHrtakiiiii". also the L -vis and St. Anselm.' sub- scri])tions, wliicli n'pr(">L'nt sr]i\0()n. Therefore the follow- nig statem 'lit should be considered a fair cimiparison. Private sul)Scriptioiis s 42,780 Floatinu" dc])t. incurred on credit of Euirlish ne;^otiations 1 irj,0f»8 Total ... >;; 1.">7,87S or s-"),Ctr)0 per mile, n> aiiiiist a '!uil a Umuc s from Eti-jfland, as per stjtemeiit :c;.'>2.">,S27. or sIlV"^-'" p-'r mile. In the foreu-oinu'. I have merely irone into actual ea>h fiLTures ol' h )\v liiiancial matters stand, as l)e!\veen the L -vis and Kennebr'c Railway Company and Mr. Heed. I now wish to show the position oi" the mortu'age I On the iirsi S 'ction (»f liii'. about '■)') miles, not to speak of the s H!oud tSeciion, there is a bonded del)t (bonds floaterl and held in Iviu'land) of C-).3O0 steriinu' j^^r mile, and upon which an interesl of 7 p-r cent per annum is expected to be })aid (or in liunres, t'7.0'. t'.m''>irpriii(' would exert themselves to u reasonable exN^it!! Can any one blams^ Mr. Reed for ffev-Iinsi int-'Use disap- P'iintm'iit at the apathy and indtrfr-inen'oe maiiiiested by Government :inl p 'ople after reenrrmi* ^ncJi lib.'ral assist- anee from l']nulisli capital, and he it rrmv mbcffd that the Levis and K«Minebee Railway is th-^ ••f.jt ]iBe(>f railway in the Province ot Quebec, whose seetiriiia«> h ^ e been quoted "^ — I J Ilk T 14 on \hi Lojuloii Stock Excliaui:^e. Apart IVoui these di.sap. poiutaniiits, let 1113 draw attention to the lact tluit in ttfe pro.sp^'.'tas i«jijuetl, and n^on which I made (hv neijotiatioii for Eiiu'li.sh capitil. the tralUc n-oeipts on the lir.st 30 iniies were estimated (I mule the calculations upon the same basis us established by engineers in Ontario and the United States, taking' into aeeonnt ih^^ population and products oi" iho«sible to continue the line, or to iloat the bonds of the second issue, 15 and Mr. UimhI naturally declined lo make i'urthor advances until nioro suhstantuil ai.l was uivcii !>>' Jh(^ (Jovcrnniciit and municipalities. It mu.-sl he clearly understood that Mr. Ivei'd never undertook to jntrcha^e the bonds, but that ho would simply account to the Company at the rate men- tioned in au'retunent, irhfiii he could make a inihlic issue, and he was naturally led to }>elicve ihat so soon as bond fide progress had been made the Goveriunent and municipalities would <2;ive some tangibl,' assistaiu^u towards the enterprise to enable him to lloat the bonds and complete the line I Last November, sei'lng the critical iinancial position of the Company and contractors, aiul knowing- that the Pro- vincial L(\gislature was al)out to meet, he thought it advis- able to cross the Atlantic, (which he did at a htuivy sacri- lice to his own business in England,) Cor the purpose of laying matters before the Government, and to see what could be done towards completing the line. Immediately on arrival here he went up the line to St. Joseph (its pre- sent terminus) and from thence drove to St. Crcorge, and on his return to Quebec hi' came to the conclusion that, as the traflie receipts were only sulTiciont to meet the working ex- penses of the line, it would }>e useless to construct anv more road for the present, unless : Ist. That the Government should substantially increase their assistance. 2nd. That the muni(Mpalities should show some interest in the undertaking and su])scribe ;i moderate amount of aid. 3/7/. That the completion of the American connecting lines to the United Slates ])oundary should l^e assured as soon as the Levis and Kennebec reached that point, Mr. Reed considered that continuing tlie works uiuler the present (nrcunistances, with no possibility of lioating more bonds on a line which was iinable to pay the in- Ill L -rosi oil those iilroiuly issuod. wuuld result in tlie civation oi' a h»'avy flonlin^' leted portions of their roads in " good w^orking- order, to his satisfaction, may advance to " them on account of their subsidy, lo. a sum of §1,000 for " each mile thus completed, in addition to the sum of " S 4,000 which they have received, or may now have a " rig'ht to receive ; and ^o. out of the whole balance of the " subsidy granted to them for any other portion of their " road which they may hereafter complete, — another sum " of such an amount, and in such a manner, that this ad- " vance being made, there shall remain to be i)aid not less " than !Si2,000 per mile upon the portion of the road to be " hereafter completed, and that in any case, no more than " §6,000 per mile shall be advanced. " The Lieutenant-Grovernor in Council may recjuire " that the sum of §1,000 [)er mile, advanced to the compa- •' nies mentioned in the preceding section, on the complet- " ed portions of their lines, be used to perfect such portions " of line, and to pay whatever they may owe for the right " of wa\-, la])or and rolling stock." I may here state that Mr. Reed's idea was, that as the Quebec Central Railway had large municipal })onuses, it would be a tolerably easy matter to com})lete this line, and that when completed it would be comparatively easy to float the bonds in Lonlon on a finished line of road, and the completion of this Junction could have been made thij:* year. 8 18 Failinur in the carryiiitf out of this plan, he was I'orced to look at multiTs ill a difFt'ivnt lig'ht. Tho contractors' debts amounted to about $1;'.0,000, (since reduced to $115,000 bv the owners of rolling- stock reniovi'ig- their property,) niul the Trust Fund ibr the payment of interest on the (lel)entures was exhausted, so that some decisive step had to be taken. IL- then proposed : 1>7. Tiial the contractors' labor and right of way debts (jnivilenfed) should ]>e paid out of the advance to be made by the Cxovernment from the subsidy the Company was entitled to receive. This- amount would be entirely absorbed for this i)urpose and would still leave the contractors' debts existing in amount to about $100,000. '2)i'l. That lie, .Mr. Ueed, would advance fifteen cents in the dollar in cash to pay to the creditors on account. Srd. That a certilicate of obligation should be issued by the Company to each creditor for the balance due hira, and tiiat so soon as th*^ Company was in a position to continue its works, tliese obligations should be j)aid out of the pro- ce./ds el tlu' tliird issue of ImjjkIs, and a iruarantee to be given to that elfect. 4!h. That in the event of the creditors accepting this oiler, all the stock of the Levis and Kennebec Railway Company held l)y Lnrorhelie (S: Seott, l)y virtue of their contract, should !)■' transferred to Mr. Reed. The transfer of the stock was asked, so that he could control I he enterprise, (uiul why not .'' seeing that he had pnt ni'arly all the money in it), and further to prevent its lallinu- into th > hands ol a multitude of people who might give him trouble hereafter in the management of the alfairs of the Company ! 19 I concoivo that his ofil't was a jrenorous ono, bi^cau.so ho was not in any way liable Ibr tho roiitnu-lors' debts, hnd already been induced by us to invest in what, has proved for kirn a very unprofitable enterprise, and he did not re- quire the stock to control the road, as he had only to lore- close the mort2^aj^e (bonds) he held, so as to obtain complete possession, and thus wipe out all eiainis oi' the contractors creditors and original shareholders I The above proposals were hulk objeett'd lo in th*' slron^•(^st manner by my partner, Mr. Larochelle ; and tlie Directors of the Levis and Kennebec Railway Conipanv. thouassenger cars to th" amount of $20,000, and who had accepted in gx)otlfaHh th«' stock as collateral security (but whi<'h the Secretary hid not recorded in the Transfer Books) to'^ether wirh a refusal to record the vote of Larochelle &: Scott's as-iiirne-. although he was jirincd with an ordt-r from the C'>urt. ••nabled these gvntlcmMi to do as they pleased, and elect whom they chose, and havinu' elected the following Board of Directors. Messrs. E. Beaudet. J. B. Renaud, F. X. Lemienx. L. P. Du'mers, W. C. Carrier, Z. Audet, A. Fortier, G. O. Taschereau and Mii'hael Cahill, the Shareholders hi/ Vrnxies. pro<.*eeded to dispose of the Bondholders' property by Iea.;il t\'^, the said Louis AfKdard Si'mu'mmI will piy to tin- >>aid Company, williiu the thirty diivs rollowjnu" tin' laiili ■ il ion of tln'sc ijrcscnts, as h-n'oat'tcr ni'ntioiicd. a sum of two tlii)nsaiiaid oil' the SUM ol'ontr hundred and ihirtv ihoinand ami ninety-eiuiit dollars and ciu'ht cent-; for tlu' d(d)ts mi'iilioiied and detailed in th" statements A. 1> C. I). V. G. 11. and }>i. herounto aniii'Xt'd. •■ And when the said liouis Adelaray- ments ol' two thousand il >llavs shall oe rediu'ed in tlie pro- l),)rtion the sum so paid l)i>ars to the said .sum ol* one liun- dred and thirty thousand and nin(^ty-eii>-ht dollars and eight cents. " lie shall have power also to contest, at his own risk, any oi' the .said claims, and a'.l sueh debts or part ol' such debts as he shall sueciM'd in haviuL!: dismissed shall be considered a^ a payment made by him, and nmi 'lit l']iii,''iip't'r, within ttin' y«Mi' iroui tins diiy, liiat pii'i which is iioi yet roniplft.-d to hrint:' the tiT- iiiiiius to till' prop'ity in the Town of Li'\ is known as "Shaw's Prop 'Vty, " on th- condition that the Town of L-'vis or the (A)inpany furnish the riuht of way from the present tenniuus to the said '"Shaw's Property.'' " And tile said Louis Adeiard Sciieeal oblio-.-s himself further t.) iinish and litive reeeivecl hy the said l']nnineer' within the sani' delay, tiiat part ol thi- said line from the parish ol' Si. Joseph, to and in ih" parish of St. Francois, namely, ahoui ten miles, provided th ■ municipal or private subscription in the last mentioned municii)ality amount to the sum often thousand dollars. "lie will also haw the riq-ht of lakini"' the rails that are deposittnl with Li Bampie Nationale as )llateral security oil his paying the amount for which tln-y are given as security. "The said Louis Adeiard Senecal obliges himstdf to make and build, and have acci'pled as aforesaid, within three years from this day. the thirty-five miles ofline that remain to be built iVom the place reached as aforesaid at St. Francois to the frontier, pr.)vided that the Government subsidy, and the municipal and private subsbriptions granted or to be grant. >d for this part of the line, amount tog\.^ther to tin; su'ii of teti fht>u.liLres himself to use all possible diligence to have these presents ratiiied by the creditors of the said Larochelle iV Scott, and in default of his obtaining the consent of the majority in number and in 24 amount neoos>;ary lor this purpose wit.liiii tliirty days aClor the leiral app jiiitmeut ol' all assin-iioe to the ostato of Laro- ch'llo iSc Soott, and of i)rodu(^ing a Ici^-al r(>solution, these pres.'nts shall be considered as never 1 a\ ing- been made witliout recourse lor damages or ot)ier\vise by the said Louis Adelard Senecal aii'ainst the said Company, nor by the latter aj^ainst the said Louis Adelard S^necal, exc(>pt in the case oi' his tailing" to execute ar.y of the oldiuations imposed upon him. " And in the case when the appoint m"iil ol' the said assi. gnee could not be made ))efore the lirsi ol" March na^t, the terms of payment above mentioned, and each of them, shall be postponed lor a time equal to the time that shall elapse between the first of March and the appointmt'iu of the said assignee, and the dates for the completion of works slial] also be extended an equal period of time. And at the ex, piration of the said l»>as(\ the rollinu* stock <>f the said line and its accessories, which now belonu* to the Company, and are on the line shall tlit'u belong to them. '• Where tlie said Louis Adelard Senecal shall fail to make any one of the aforesaid paymtmts. and, aUo. v.here he shall fail to complete at the uiven periods above mentioned, any of the parts of the line above mentioned on thv' aforesaid conditions, the Company can give him notice of payment, and if he does not execute his obligations within llic tliirty days ioUowing the notice, the Company shall have the power to resume the line ami all its rights by these presents now iriven, and all the works done, payments made and the materials then placed on the line shall be forfeited by the .said Louis Adelard Senccal, and will return of right to the Company. " At the expiration of the said lease the said Louis Adelard Senecal will leave on the line a rollinu' stock equivalent to what the Company now posse.ss, and which is on the line and its dependencies. 2A *' Thus tloiu^ :iiul pa-sscd. at Iho Town of L.nis. uudor th.- number two thousand nine hundivd and sovonty-four, ol the minutos of Mtre. Ja.ques Augvr, tlie undorsiirn.xl No- tary. "And tho parties act ini>' as above .stated, have .si irued these pres'nts, and the seal of th.^ Company ailixed after the reading- thereof." (Siii-ned,) L. A. Skn'kcal, Dk. Alf. Mokri.^.si:t, 1-. X. DULAC, .T B. MiCHAUD. .lAC-,iUK.-^ AUGEn. M.P, A true eopy ol' ih(^ minute remainino- 1 of record in my oliice. \ (Siii'ucd.) .Tac. Au<;eu, X.P. Before proeeediun- furtht>r t(. ronsirler thi- ab>urd as-ree- ment, I must do all er.'dit to one of th^ Directors ♦•lected, by a'pp.'iidiim- the iollowini*' notice v.hich app.-ared in the C/i, -omr/e. oi'the 14th Fe])ruary, and which needs no com- ment, NoTici':. " I saw with surprise ray name in th^ Cli ronir/e oHhe " 7th instant, as elected om the new Board of Direction of " the (^)uobec and Levis Railway C\)mpany. and have " awaited, in vain, an oliirjal notilication of th.- sanif. in " order to resign a trust to which I had b.M'ii appointed '• without my knowledi,e or consent, I iher.-fore be-- to *' notify all those interested, and the public uenerall-v. that " I hereby n'sio-n as Direclor of the Levis and K.'un.-bec " Railway Company, and have nothina- to do with the same. "Quebec, >3th Fe})ruary, 1877. (Siraed,) •J. B. KKNAUU' Bl 26 Lei not the reader lose sight of th'i fact that this lease irus countenanced, and to all intents and purposes signed hi/ several of the verj/ Directors who hneiv that Mr. Reed had refused to advance one cent towards the enterprise white a lease existed with the contractors, and irho themselves ivere parties to a rcsiliation of the lease, and substituting therefore a con- tract prepared by Mr. Reed, and knowing that he had positive. Ill slated that bon'l.< could not be sold on an?/ raihcay in the face of a lease existing ; I sat/ in the face of these facts, the above lease was entered into with Mr. Senecal. But whnt shall I say oi' the Lease .' What will bt; th^^ result iu all future attempts to raise capital in England, for railway purposes, when we find that the lirst claimants" (bondholdt^r.s) interests are sacrificed and ia'nored ^ Can we see a clause in thi'^ document, by which provision is made for the payment of the interest on the bonds ? ^'an w^e see any provision made for the payment of the principal jC20.),. 000 :" None ; no reference is made to these items, they are more trilles to those who are parties to the lease ! And the earnings of tlie road, which had l^een mortgaged to the bondholders for the payment of interivst and sinking fund^ are given to the lessee without any stipulation, for twelve t/ears. The payment of .1:14.000 per annum interest, not to speak of a sinkinu' fund to mert llu' debentures at raaturitv. are simple trilles which tlie Company or Lessee never thouii-ht ol'I Will a court of 1 av sustain a proceeding of this kind .' 1 hope not, lor the sake of the country ! Let ns look at another important clause of this document : " The lessee will construct the line beyond St, George (o.'» miles), providc^l only that $10,000 per mile is guaranteed to him by Government and Municipal aid ! " This was exactly what Mr. Reed had re([uired. If the Crovernment. Munici- palities, or people had guaranteed him $10,000 per mile on 27 W, this rernaiuiuir .section, noue f>|f ih^ pr^sinit difiiculties would have occurred, and the roaiL . uld have been huilti and the hito contractors establish*^! -a.-^ a ^olv^nt firm ! If $10,000 per mile could haro lt.^m realized, whvclianixe the contractors ? AVhat has Mr. >-Da*''al done to deserve this emolument voted him by >[n:;2T*'}io]der.'< representing' $40,000 worth of stock, as a^'ain^t s&ai interest c>f X'200,000 which the English capitalists h'jlil ttSu"' Company liable lor :* The Annual Meeting- h'4d. rEs-- h'A.^ t^iu'ned l)v three shareholders representing- To shan^ic^T-SO^ol' stock, and not- withstanding the stron^-est opp-iKiitS'^Mi -on th » part ol' tlie leg^al advisers of the English CapiMiSa-t-s au-ainst the lease and the action of the Company, ih^ T<>a.'i is tak-Mi forcible possession of by the pretended Ie«*>-. im the fac^ of a guard- ianship, and tlie owners oi tXw^ rofcl Sc*rso(>th have 2'ot to wait the action of the courts toobiiiMiiii JTQsrice and possession of their property ! What the results ofsiichan aenii^ia mil be as eifecting further English subscriptions to^uvard* railway or other s"curities of the Province of (^iiebt?>?. I ieav<^ th" public to judge. « I have little more to add, bur [ ^•*!i to place myself right with all my friends wlio have hL.,^ . me in my struggle with this enterprise I I do not ea'^ii a r-ej9ection airainst my late })artner as far as the w<»rk ap>p«Ttr!ii-/tiifd to him is con- cerned, and must bear testimony r.> M* iinriring <'nergy and perseverance in the uphill struggL^ -ivie kad to undergo. The stand I have taken at the ptr.-^^m lime in connection with the Levis and Kennebec tri^: m!i:*k'i^. is simjily that I propose to support the bridge ikn/f c^'cricd me over, and if under the circumstances, I c^au -lo ::;.Tiiiug: i'Xsi^, 1 ^vill at least show gratitude towards thos»^ ::: .ids in Enirland who have reposed conlidence in me. 28 As I havo given a true and unvarnished history of the Levis and Kennebi»c Jiailway and its pri'stnit diffitnilties, in which aro given undeniable tacts, [ come to the (juestion, what have I made out of it after live years of work and anxiety ^ The emoluments have been so u'reat thut I deem it ad- visable to elassifv them ! 1.S'/. I have drawn i'roiu \hr funds ])rovided h// Mr. Reed $1,500 per annum. (Mr. Larochelle the same) a considerable sum out of which still stands to my credit in the books of the late contractors I Hiif/. 1 have had an action taken out aii'ainsl me for con- spiracy l>y the new lessee becaus.; I was trying- to protect the interests of my friends who advauc>_Hl the money to build the railway ! ;>/>/. And lastly. I hive l),?en subjected to criticisms both by ih'i Fr.Mich press and [> ';>ple, as having btu^Ji inlluenced by a national feeling to overthrow tin' present directorship, and placj it entirely under Enii'lish control, and have even b.'eii accursed bv an anonymons writer in tlie Can'lecl the President aad oflici'r.^ of the Coiui):iny. and all llic members of the old Coard of Directors except t\v(»), as he ihouu'ht would best serve th'' advancement of the enteri)rise, so I I'ail to see why there should be any national feeling in the matter. Th"n as to my opposition to Mr. SeiiecaVs pro- position to settle with our ereditor.s, it has arisen because 1 doubt that gentleman's ability to carry oul this arrange- 29 mtMit ; ill tho livst placo, because I do not think the ai^reomont which givo's him the proiits ol workinjr the road — the property of the bondhoklers— is h\i^al, and .se- condly, Ix'cause I am conlident that even iC it were so, the prohts ol'its working- wouhl not be sufficient, for some years to come.to pay the iii;2,000 per month which Mr. Senecal promises to pay, supj^o.sing that the heavy engau'ement lie has undertaktMi woukl allow him to devote rhai sum for this ]>urpose. On the other hand I believe that Mr. Ji^ed's propositio]!. if accepted, will result in the payment in full of these <-reditors long- before the expiration of the live year.s and a half which it will take to complete Mr. Scnecal's proposed mode of payment . I (Munot conclude this pamphlet without expressing' my deep regret at the unfortunate position which th»^ affliirs of this once promising enterprise have taken ; a position of antagonism betw^een its different interests, wdiich I believe to be as unnecessary as it is injudicious. The finest coun- Iry in the Province of Quebec, a district rich in timber, in ^ minerals and in soil, and containing the largest area of land suitable for setthnnent which yet remains available, awaits only the completion of this railway to become developed and peopled. Surely it would have been a wise course for all who are interested in the enterprise to have pulled together to aciiicve this end ! Surely it is difficult enouii'h in this poor country to induce capital to help us, without endeavoi'ing to treat it unfairly, or to (juarnd over so small a question as has caused th(^ present trouble, which will, I fear, postjione tor a long time, if it does not entirely defeat, the completion of an enterprise so valuable to the city and province of Quebec. My story is lini.shed, but I cannot close without append- ing the following editorial contained in the Toronto weekly 80 Glohr, which rathor meets tho case at issue, and entitled "The C'ous! ruction of Ivuilwiiys." m THE COXSTRUCTION OF RAILWAYS. The Toronto Globe savs : — It is sometimes virired that railways which h;ive ))i'cn made to a very great extent by means of bonuses irom municipalities ouii'ht to belonu' per- manently to those who have thus supplied a lari»e portion of the cash. The I'allncy ol' this can be seen wit hout much difiiculty. Railways are now to all practical purposes the common roads of every country laying claim to civilization and progress. Without them the inha!)itants are at a grievous disadvautau'e. The sparser the population and the newer the country the more the necessity for such roads, and the less the likelihood of the enterprise being at once self-supporting. The object which the great mass of the people have in view in helping a railway is that the road should be made and kept running. L »t that be secured, and thtn' have lull return for their money. If (rovernment li'ives help, it is for a similar reason. But the ordinary shareholders, and those who have advanced money on the roads' bonds, are in a difierent position. They get no re- turn unless th'-y have tluMr capital secure and their interests forthcoming, lieason and fair i)lay alike say that when they take the u-reater j^art of the risk they should have the profit. In spite of the bonus assistance, and Government advanc 's, most of t!:e railways not strictly public works under luitionai control, would lU'ver have madt» a real start without private funds pui into them. Suppose that, utterly beggared, they had been brought to the hammer and sold for what they would bring, there would be no doubt at all about the reasonableness and propriety of the purchasers exercising a controlling iniluence over them, so far as the previous (engagements of the promoters woidd allow. They ■■■ could only i)urcli;i.S(' \vh;i( Iho oilier Imd lo sell, and if iliP property had Ixmmi cumhiircd witli cerinin (•ondilions as to the rates oi' IVoiu'lit and the running of passenger trains at certain tini^s and lor c.'rtain lares, on account ot'tlie jmblic help previously received, of course Uie purchasers would be bound by these conditions exactly in the same ^vay as the orig-inal nianau'ers and directors were. What then are railway bondholders in many cases but simply persons occupying an analogous position to purcliasers under a deed of sale ^ And who has a right to object to their occupying such a position and exercising sucli an inlluence unless those who are ready in the interest ol' the public to buy them out and allow them to profit ])y the undertaking as well as the other contributors to its completion .'' The bonus givers have all they want when the line is in working order and carrying their goods and promoting the development of their district. The (Government has all it wants when the country is benelitted. AVhat do the share and bond holders get i The risk ol' lo.sing all they have put in or the chance of making the enterprise bye-and-bye a paying one after possible years oi' anxiety, and ai'ter putting additional sums into the concern in order to prevent losing all they had previously ventured. I now leave the matter in the hands of the public, feeling confident that an impartial judgment will be rendered CIIAS. A. SCOTT. Quebec, 29th March. 1877,