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Un des symboles suivants apparaftra sur la dernidre image de cheque microfiche, selon le cas: le symbols — ^ signifie "A SUIVRE", le symbole V signifie "FIN". Maps, plates, charts, etc.. may be filmed at different reduction ratios. Those too large to be entirely included in one exposure are filmed beginning in the upper left hand corner, left to right and top to bottom, as many frames as required. The following diagrams illustrate the method: Les cartes, planches, tableaux, etc., peuvent Atre filmte d des taux de rMuction diffirents. Lorsque le document est trop grand pour Atre reproduit en un seul cliche. 11 est filmi A partir de Tangle supirieur gauche, de gauche A droite, et de haut en bas. en prenant le nombre d'images n^cessaire. Les diagrammes suivants iliustrent la m6thcde. 1 2 3 1 2 3 4 5 6 CHIGNECTO MARINE TRANSPORT RAILWAY COMPANY, LIMITED, THE MEMORIAL OF TriR DEBENTURE ANB SHAREHOLDERS. Ottawa, August M, 18it4. To Ills Kxciaj.ENCY TIIK CoVF.KNOIldKNKKAI, IN C'or.V( U.. Mki/ il jilease your E.vcellenci/ : On l)i'h;i]f' of tho Share and l)i'l)cnturo ImKlors of the (.'liigiiccto Maviiu' Transport Railway Ooiiipaiiy, now undi'r construct ioiv hotweon Amherst, on tho Bay of Fundy. and Tidnish, on tho (iulf of St. Lawr(;nce, I have tho honor to address this memorial to your Excellency in support of tho Directors" memorial to your Excellency for an extension of time to tho aist Decouiher IslM',. in which to comi)Ieto the Railway, and in explanation of thoir position I have tho honor to say: (l.) When this ontorpriso was placed hefore them there were two jioiuts on which tliey had every assurance, namely, that the Canadian (Jovornment desirod it ;is a necessary and valuable puhlio work, and that, though to some extent a luivolty. it liad tho ontir(> approval of tlio most distinguishod oiigi- neeis. On tlic first point tlio ovidonco is beyond all (inostion. beginning, in isTo, with tho ai)i)nintniont of a IJoya! Commission, who, in their Report, speak of " fill' necessity of oponing ii liij^'lnviiy for (•(niimcrci' ln'twocii tlie Gulf of St. LaHreuce " Hiiil tile 15ay of Fuuily IIivohkIi tlir IslliiuiiH of (.'liiKiiooto." This referred tn the l>;iio Vorto Canal project, and so satisfied were tho Commissioners as to tho trade jn'ospccts. they said, " it will justify its (■oiistru<'tion iilmost at luiy coat." ^lonoy was voted both by Liberal and Conservative Governments in is;;.', 1873 and 1>74. to commence making the Canal, but subsetiuently a Ship Railway was found to bo a much clh.ipor and b.ttor method of )iruvi(nng the indisponsal)!e commercial liijiliway liol wi'i'u the l!ay of Finnlv ;ind tln-tiulf of 8t. Eawrence. Tho Canal scheme was tborororo abandoned in favor of tbc Ship Railway which took its place and all that was said as t«^ tbo c.iuimcrtial advantages of the Canal ai)iilies to the Iv'ailway. In tbo Acts incorporating the Railway Company and gianling tiio subsidy in ls^L', tho b'ailway is described as " ('i5))i'i'ially conducive to tlic ilovHlopiiii'iit of tlio comiiiorciiil iuti-rcsts ami tlu' I'oa.stiiip " trailn of the ^taritimu I'rovincos of ttm Dominion." The subsidy was given " in couHidoration of tlie Rmit inlvanfnKi'H whicli would accrue to the Maiitiini- Provinces " and the intcr-Coloiiial train<; approval. I'art of what is stated in the ])reaml)les of the Acts may h.. necessarily f(.rmal language, hut this is known only to those familiar with rarlianieiitary pToceedin^s. and is not within the knowledge of ordinary investors who understand such state- ments as direct Parliamentary reconunendations of tii.' work, more iiartirulariy in the rase of a subsidized concession. With respect to the engineering part of th.' enterprise, the investors, in ad dition to the views of the projector of the Kaiiwuy. Mr. Ketcbum, bad placed before them the unanimous opimous of the most enn-nent professi.aial men. namely. Sir John Fowler. K. C. M. G., Sir Benjamin H.aker. K. ( '. M. (i., Sir E. L. Keed. K. C. B.. Sir Nathaniel Barnby, K. C. J5.. an.l the ifonorable'col- liugwood Schrieber, Engineer to the Canadian Government, who rei.orted on theprojectasquitepracticalof execution, and pointed out tlie enormous ad- vantage in cost of a Ship Railway as compared with the canal originally proposed. The project, therefore, came to us after full examination and criticism, with every guarantee we sould look for, from those competent to express a judg- ment, that it was a well-considered, practical scheme for supplying an indis- pen,-ablo Trade Koute; that it would be of the greatest connnercial value to Canada, and the confidence of the Government itself was certified l)y repeated acts of approval from the time of its inception in ISTo, ,lown to IhSti^ when the contract was entered into for tlie construction of the Kailway. (2.) Tlierehas been 83.500,000 already spent on the works, allot which, excei-t the outlay for hydi'aulic machinery, administration and other necessary expenses in London, has been exjiended in Canada in duties, freights , a nd for labor and material. Nothing whatever has been spent in promoting the enter- prise, nor in any way excejit for material and services. (.3.) Tlie financial condilions under which the contractors found themselves unable to go on with the work were witlh.ut pai-allel. The crisis extend.Ml to several countries; atfected the whole commercial world, and it is certain that the investors in the enterprise, on whose behalf I have the honor to make Ibis apii^al. are blameless. It will be to them a great hardship if they are held responsible for the contractor's default, who, when he made the contract to construct the Railway, was a rich man and had succcessfully executed several tar more costly works than this one. (4.) The work on the Railway has throughout been done in the best j.o.ssible manner, and the n^cent report made by the Engineer who surveyed it on belialf of the new Coiitra.'tors, Messis. S. Pearson & Sons, speaks in the high- est terms uf its present condition although it has been exposed in an unfin- ished state to three Canadian winters. I ) t I / (.'>.) Tho investors liavo full ftiitli in tlio commorcial prospects nf Hie undor- takiiifi;, iiiitl llicir confidoiice is hIiowii by tlio fact that they have tliemsehes subsiTibod tho ciitiio amount ro(|uii'Oi] to finish it, and after completing all that is called for i)y tli(( Cfovormuoiit contract, intend further to jirovide extra lands, i>lant and niaciiinery f(jr vaiious purposes, in order to promote traffics und make the ]{ail way a success. It is their intention to construct increased wharfapto, coal tips, lundier and coal depots, plant for creosotin^ railway ties, &c. Tliey are alsK prepared to create traflic from the commencement by tho promotion of Steamboat Companies or sid)sidizing existing lines l)y free trans- port (»r otlieiwise. To carry out these intentions will take a veiy large sinn in t'xcess of what will he re(|uired to complete the original works. ;ind tlio wiiole of tliis outlay will be made iuCanaila. ((!. ) Those wlio iuvL'ste exact extent of this and how \'[\v it relates to the investors should be noted. The contract lor the Kail- way was made in June, l>>ti. and it was to bo C(,)mpleteil in July, ISStt — say two whole and two half seasons- a period which substH|uent experience has shown was far too short. I "navoidal)le dehu's ticcurred in beginning, and l)reparatory work oidy could be done; in issii and IsST. In i onsequeuee of this, in May, l^^>^. an act was [lassed extending tlu> time until Isii-J, and the plant was placed on the ground in the same year; but tin' seasc>n was excep- tionally wet. and laboi' so difficult to get that almost no work coidil be done. The share capital was issued early in issy and debentmvs lato in the same year. from irhich dalv ciDiimanced llie fuiiiieciiun of t lie i)ifestorfi willi the cnleiprisi'. The W(uks were vigorously carried on during t^S'.t, ISltitand ISIH, until stopped by the financial crisis, liur meantime unlooked-for natural difficulties were encountered. In making the docks the excavations had to be carried far deeper iban at first designed, in order to find solid rock foundations for the masonry. And in making the embankments they camo upon a floating bog which bad to bo filled in with rock to prevent possible futiue subsidence. yeeing it was. tlieiufoi o, inipossiblo to complete in tlio time given, ii|iplii'ntiou was made to I'arliament for one year's exleiisiou, wliicli was giaiited in IMU, making tlie date lor comiiletion tiie llrsl of July, \^'X\, mnl lliix is lli< only apitlinitiini iiiotiv l<> I'arlidimul nincv the inirstoiN .'^tihNcrHwil far llie shares (tiid ik'lxiih'rrs. ContrMfted for in .Inni'. l-^^i'. tlie conii'lelion of llie railway in July, l'^^*!* — say in iwohalf and two wiiole sca.suns- was iuiiiu.ssilile, even if all the conditions had been favoral)le. as half seasons are almost valueless for liaving work (ion(>. We now clearlv knnw this was a miscak illation, hut if instead of asking for two wiiole and two half seasons, four riitne sea-nns had hrcsn asked for, /. f'., 1.S.S7, J^!^^, KSS'J and islio, tliey would have* lieen readily granted, and yet for Mevoial reasons it would have heen insuflicient time. The suli-con- tiactors could only survey and measure the work during a few months of the vear, and in conseiiueiice of this the whole ol l>sT was lust, and part of l.s>S. as the contiacts could not be completed and signed until August in that year. A third season was nearly all lost by the diflicadties in obtaining labor and ou account of the heavy rains which kept the marshes Hooded so long that it was impossible to begin the cuttings and end)ankmcnts; ami thus the work could not be properly started until l^S'J. Therefore, in any case, the extension of time to J!"l»;;, would have been necessary on account of unforeseen dilliculties to which all such eiiterprisi'S are liable; and I respectfully sidmut that it can- not be looked ujioii as granting exceptional coUHideration to a Company merely to allow the time absolutely necessary i\\ which it can expiMid it> capital in carrying out the object for which it was urgaiuzed. I would therefore point out that the only extension of time granted by Parliament since the investors subscribed for f'e Company's securities w;is in ]s;_tl; that the extent of the default is that the Kailw.iy should havi' been com- pleted liv July, IS'jo—ouly one year ago— to legally entitle it to the subsidy; that it is certain it could not, in any case, have been linished I'arlier than in I.SI13, on account of the imforeseen difticulties experienced in the prosecu- tion of the work itself, and that no government has evi'r yet refused time to complete a public work when for such reasons it became necessary to ask for it. (t». ) No doubl in all contracts a lime to conijileti' is usually stater)iit! usiiif; it for a season or two, in ordiH' to allow tlKs ciuhaiikiiKints tu settle. Tlicro liavc Ium-ii minicnuis iiistaiicoa of this iiaviiig to Ik- (Ii.ih', and in tlic cxi r|ilionally heavy, it wonlil he I'nnnd Car more neces- sary than with an oidinary railway. It cannot ho contiMidod that for any defanlt in time, arising from reasons uf wliicli the forej;oingare e.xaniples— which might he indellnitely multiplied— invetitors wduld he disentitled to rehef; because if timo was refused then it is certain no one woiild in fiilnie inv, and the promotion and enconrageinent ol cummerce hy schemes similar to this Railway W(juld l)ecomo impossible. It is. therefore, clear liiat imless hivesturs tlienrselves wilfully or hy deliherale neglect cause thi; default, im e(|nitahle reason can exist for deiMiving them of any right or concession on which they had ex- pended their money in good faith. 'I'his Railway, I submit, is a case in ])oint; and the investors are no mori- to be blamed for the default, caused by the linancial crisis, than if it liad arisen from actual physical difiiculties in carrying out the work, and when these have been encountered no government has ever refused the extra time reipiired to complete a work under circumstances similar to those which exist in connection with this Railway. The Directors entrusted the work to a well known tirm of contractors of rejiutation and position, who weie rich, and wlu) had carried out several W(jrks costing far more than this one. There has, therefore, been no failure of dutv on their part; the de- fault of the contractors to complete the Railway has arisen from causes entirely beyond their control and under circumstances so extraordmaiy and so unpre- cedented that littl(! blame is even attachable to them. To succumb in a jierioJ oflinaiieial stress which jnoved fatal to such a tirm as Baring Brothers, may be easiiv accounted for. \ I (loi. 1 woukl draw altention to the fact that, with tlie exception of Mr. Ketchum, ti.e original projector of the railway, the contractors and engineers were Knglish, and in conseciuence unfamiliar witli Canadian climatic condi- tions. This was unavoidable. After the stopi)age of the works 1 came to Canada to endeavor to get Canadian contractors to carry them on, but failed to do so. Negotiations wei'c continued for some considerable time with ^\r. Ross, of .Montreal, and it was after his declining the only terms it was in oiii' power to offer that we again turned to Knglish cjutractors. (11.^ 1 have searched for |)reccdent-- in connection with works of a similar cliaracler. and while it is rare to find a work of any magnitude comiileted within the original specified time, theiv have been numerous instances of Gov- ernments even assisting by financial lielp large undertakings of this kind, and in cases whore the boiKt, Jidi's of the investors are proved by enormous outlay in faith of a subsitiy — as in this .;ase— extensions of time to complete are con- sidered as little more than matters of course. In this case the works have been constructed for a special pnrpos(- for svhich it is impossible to expect at the be"-inning traffic sufficient to make ;my retiu-u to the investors. If, tlu>refore, time to comi^lete is lefu&ed us we shall be compelled to abandon the enterprise, and I08G th«) wholo of tlu) *3,5(>it,0()ii wliicli wo Iiavo expoiultMl t(» the piosuut time. No such risk iw this wan contoinplatod hy us when \v»* sulisciihud t'ortho Company's issues. Wo took every risk tliat could be foreHeon, i)ut it was ini- posaihlo to foresee the lluancial crisis which catr.o upon us in I8I10. Under no circumstances could wo iiavf supposed tliat on account of the default of tlio contractors not couiplotinR theKailway within the tinio hxed tliat wo sliould l>o deprived of our wliolo property. Tlio postponement will he at most between two and three years, no one being prejudiced meantime, and we would have considered it outside all jtossibility of hehof had it been sugKosted to us that for this wo should be compelled to sacrifice our investment and abandon the under- taking;. If investors aro hereafter to be held responsibli* in any large degree for delays in the execution of public works, ai-ising out of unforeseen dilTicultiea of any kind, then it is certain that Governments will have to carry out such projects themselves. Down to the present time, even when penalties are in a contract they are rarely exacted, and if so, it is usually to meet some actual loss caused by the delay. But u penalty involving the forfeiture of the whole amount invested, enforced for a default, trilling when considered relative to the magnitude of the enterprise itself, and when none lias sutlered loss or prejudice, has, I venture to say, never yet been known. If, however, the necessary time to complete the Kailway is refused to us, it will furnisli a |)recedent to do this, and British investors would not in future find means to carry out any undertaking abroad, subject as it would bo to a contingency involving such intolerable hardship. I have the honor to remain, Your Excellency's Most obedient humble servant, (Signed) A. D. PROVAND. On behalf of the Share and Debenture Holders in the Chignecto ^hlrine Transport Railway Company. i 1 I952SH] t <