IMAGE EVALUATION TEST TARGET (MT-3) /. 1.0 I.I IIM 1.8 1-25 1.4 1.6 ■« 6" ► 'c^: #: .1 '^#.v'^ Photographic Sciences Corporation s. iP i\ 4^ :\ \ ^ H> .seventh clauses, tliat provisioii was made lor the payment of tlie principal in 181:!, and which in pursuance ol' the act was paid — it is an unreasonable and forced construction of the provisions of tlie Statute to suppose interest chargeable on an amount already paid or bearing interest ; on the other hand it is reasonable to assume liiat the Legislature intended the sixth clause to read" from the time the same has been paid in" to the time of the payment of the prin- cipal, viz : the first ot January 1843. The seventh clause authorises debentures to issue for the amount of the private Stockholders' " claims," and in using this term the framer of the Act evidently had in view the /mck interest and that the stockholders had debentures issued to them under the act of 1811 bearing the low rates of interest as stated in the fifth clause of the act of IS 13, and who had only received two per cent for these years. The eighth clause refers to the fuufi interest. It has been decided by some of the ablest Judges in England, that the intent of the Legislature is not to be collected from any particular expression, or clause, or section, but from a general view of the irho/e of an Act of Parliament ; and if the words are ambiguous, the whole context must be looked to, for their explanation — and it is no less a rule of law " that the words of a Statute are to be taken in their ordinary and familiar signification and import, and regard is to be had to their general and popular use." If upon examination of the wliole statute of 1843, it is still contended an ambiguity exists, the following doctrine will be generally admitted as correct. That when a statute is passed for the benefit of a Canal, Railway or other Company, it is a bargain between a Company of adventurers and the public, the terms of which are expressed and set forth in the statute, and the rule of construction in all such cases is fully established to be, that any ambiguity in the Laws of the contract would operate against the adventurers and in favor of the public, the former being entitled to claim nothing which is not clearly given by the Act. It has also been judicially held that the whole system of Legislation upon the same subject matter may be taken into consideration in order to aid in the construction of a Statute, and that it is the duty of Judges in order to disco- ver the true meaning of an act to consider other Statutes in pari materia whether they are repealed or unrepealed — An able commentator says that every obscure or doubtful passage is to be explained according to the in- tention of the parties, and this we must endeavor to ascer- tain from the words, the usage of language, and also from the respective circumstances and relation of the parties to the transaction. On reference to the antecedent legislation on the subject, it appears that in March 1839, the Private .^> -.J* Shareholders petitioned the Legislature of Upper Ca- nada to piirihase llieir Stock in the Canal ; in the month ol May following the two houses of Parliament passed a Bill authorizing for the purchase of the Stock, twenty year debentures to issue to the amount of the principal £117,800 bearing two per cent for two years, and three, four and iive per cent respectively for the following years, and six per cent for the remainder, and with regard to the back interest, the second clause enacted, " Thit whenever the Tolls collected on the said «' Canal shall annually amount to the sum of .C:JO,tlOO, it " shall be lawful for the Lieutenant Governor to au- " thorize and direct the Receiver General of the Prov- " ince to issue other Debentures to llie original Stockhold- " ers or their legal repiesentaiives for such sum as will " make up six per cent interest upon the amount of stock " by him subscribed and paid f )r from the time the same '« shall have been actually paiJ in vp to the time of the " issuing of the Debentures in the ^first clause of this " act mentioned, which Debentures shall be made pay- " able in twenty years from the date thereof and bear " interest at the rate of six per cent payable half year- " ly out of the Public Revenue of the Province." Mr. , Merritt appended to the Annual Report on the Canal for ' the year 1811, his and Mr. Keefer's opinion on this clause in thesa words : " There appears also an ambiguity " in the wording of the second Clause of the Act, 1 6th " May, 1839, by which the interests of the private Share- " holders m ly be effected, to avoid all mis-apprehension '« on this subject in future, the undersigned will present a " memorial to the next Legislature, on behalf of the "private Shareholders, praying the Act to be amended " in such manner as to insure to them the full amount of " interest on their investment from the ])eriod when paid " in, down to the time the transfer shall be made, by " which the true intent and meaning of this Act will be " carried into eff"ect." This Bill clearly shews that the intention of the Legislature was to carry into effect the principle and spirit of Mr. Merrill's proposal hereinafter mentioned. The effect of the words in italics in the clause as above quoted was such that the back interest being merely computable to the time of the issue of these Deben- tures, the Shareholders would lose the diHeience between the lower rates of interest and six per cent for the first five years on the Debentures issued for the principal £ 1 17,800. Consequently, in the Act of 1841, as it was undoubtedly the intention of the parties to make up the interest to six per cent per annum, for those years when the back in- terest should be paid, the words above quoted in italics were omitted in that Act. It is probable this was done at Mr. Merritts suggestion as intimated in the annual report above quoted from. \i «• ■* \ f^ 5 xCt- \i - .V^ ■ / The Debentures issued umlor the Sixtli Scctiou ol this latter Act (18U,) being fouml unsaleable, llie Siiare- lioiders brought the subject of its ainrndnient before the Government, not for the purpose of inaUing a new de- mand, but solely to enable them to sell their Debentures. Mr. Secretary Kawson drew up a memorandum for the in- formation of the ICxec.utive (Joveriiment, under dateot the twenty hrst September, 18 12, and he suggested a doubt as to whether the omission of the words " annual," or "peraunnm," as applied to interest in the sixth clause, did not nullify its provisions. This suggestion no doubt was considered by the framer of the Act of 18 1'), and the word " interest," omitted, and " per annum," inser- ted, to avoid the difficulty suggested in that Section of the Act of 18 U. The circumstances above detailed under whicli these three Bills were introduced from time to time, ami passed, clearly shew, that the original proposition of "Mr. Merritt was the basis of all the legislation, and the dill'erent amemlments made were introduced to carry out his views, an 1 to set at rest all doubts as to the in- tention of the Government and the Legislature. The last proceeding of the Assembly, on the twentieth November, 1813, previous to the presentation of the Bill to the House, for its first reading, was the necessary reso»- lution of a Committee of the whole House who resolved on that day relative to the back interest," And " further to provide that so soon after the completion of " the Canal as the toll shall amount in any one year to " i;4i3,000 currency, other Debentures shall be issued to " the private Stockholders for the interest on their stock " for the time the said had heen paid in." Upon this resolution the Bill of 1843 was introduced, passed its various stages without amendment, and received the Royal Assent. As the Statute itself 1 s mere agreement between the Province and the Sharehollers, relative to the purchase of their Stock, it will not be violating any rule of justice or equity to enquire further into and examine the circum- stances and grounds upon which the bargain was arranged, for the purpose of ascertaining whether that, which the Shareholders now demand, formed part of the arrange- ment. Upon reference to the records of the Assembly, it will appear, that a Committee was appointed to con- sider a Message from the Governor General on the subject of the Act authorizing the purchase of the Private Stock, and appended to the report of that Committee are several documents {inter alia) a memorial of the President of the Company (Mr. Merritt) and the Di- rectors intimating their desire to dispose of the private Stock, also, a report of a former Committee of the House on the subject of the memorial, who "having applied them- " selves to the consideration of such proposition to be made 6 " to tlie Stockholders, as would comline tlie principle of " ultimate iiulemiiificationto them with a due regard to the •' interest and convenience of the public"— recommend- ing, if the Stockholders would agree to transfer their Slock, that twenty years debentures should issue to lhem_ for the purchase thereof, beariuR interest at the rates of three, four and five per cent for the first three years res- pectively, and six per cent afterwards until redeemed, and that 80 soon as the annual receipts of the Canal reached twenty-five thousand pounds, three per cent per annum upon the aiuount invested oliould be paid to the Share- holders, and when the annual revenues of the Canal reached ;er)(),OUO, six per cent per iiunum upon their former stock should be paid until the legal rate of interest upon the Capital invested by them from the time it shall have been actually paid in, shall be fully paid. The President (Mv. Merritt,) was examined by the Committee and in his evidence appended to the report, in reply to the question.—" In the event of the Stock being purchased, from what time would the interest com- mence." He answered, he computed the interest to the best of his recollection to that date at £55,008, setting out his data, and computing at the rate of six per cent simple interest. And in reply to the question : " Do «' you think the terms proposed by the Committee (viz " the proposition above,) equitable towards the Stock- holders."— He answered,— he did not, and made a pro- position in lieu thereof which he stated he should much prefer as being more advantageous to the Stockholders, viz. twenty year six per cent debentures to the amount of one half of the whole private Stock (X58,900) to be issued at once, to the Shareholders.— Three years after, like debentures to issue for one fourth (£2;»,450) and six years thereafter the remaining one fourth to issue, in all i; 11 7,800, total amount of principal. That after the annual revenue of the canal reached ie'i5,000, like de- bentures to issue to the Shareholders to the amount of one half of the interest due on the Stock since it was paid in to the time of the issue of the first debentures on account of the principal, and computed by him as above at £21, 501. And after the income amounted annually to i;50,000, like debentures to issue for the remaining half due on the then "hack w/erfs^' X27,504.— So that the Stockholders would ultimately be paid the principal and interest of their investments without burdening the revenue of the Province." — And in order to convince the Committee of the equity of the proposition, and that no loss would fall on the province, and to avoid any doubt or ambiguity, Mr. Merritt set out elaborately, his then supposed prospective financial position of the Canal for aperiod of thirteen years, shewing the working of his proposition, and that the first instalment of back interest would become payable in 1845, the last in 1849. ■^ jf •» 4>\ 01 •>* 4 To put it more clearly, his proposal was as follows, viz : Amount of principal £i 17,800 1810— Amount ot interest then clue by Mr. Merritt's calculation Di'.flOS Total amount to be paid €182,308 MODE OF PAYilENT. 1840 — Debentures to issue for half of principal.i) 58,900 1843 — Debentures to issue being one fourth of principal 29,450 1845— Tolls supposed to reach i;^5,000. Deben- tures for half of comp>ited interest to issue. — (N. B. five years have elapsed, and no additional interest or back interest included or claimed) ......... 27,504 1846— Debentures to issue for remaining one fourth of principal 29, 150 1849— Tolls supposed to reach iloD.OOO, De- bentures to issue for remaining half of interest. — N. B. ( n ine years elapsed and no interest or back interest or claimed.. 27,504 Claim and interest as above in full. .X'182,808 In this proposition which Mr. IMerritt on the part of the Shareholders no doubt well considered, no demand is made for iiiterest on the back interest or interest on the principal after it was paid off, or for other compensation, but interest is merely computed to the time ol the transfer of the Stock, and the then ascertained amount, viz : ct'55,008, without any addition is to be paid, when the Tolls on the Canal reach the respective amounts at which it is payable. At the time the application was made to dispose of the private Stock, the Company was much embarrassed, and the Stock consequently unsaleable ; under such cir- cumstances after payment in full of the principal invested, the only claim the Stockholders had, was upon the generosity of the Legislature, on account of the benefits ttie Province would reap eventually from the Canal, and it was very wisely considered that the least objectionable mode of preferring any claim, beyond that of the amount paid up, would be in the shape of back interest upon the amount of investments from the time of actual payment until the principal was paid off, payable, when the revenues of the Canal reached a certain amount,— such, was the proposition of Mr. Merritt on the part of the Share- holders. These matters are noticed because they clearly shew that no indemnification, or compensation was demanded by the Shareholders when the matter was before the Legislature, other than the principal *> 8 .iS>^ ^:> ^^ monies and hack interest, and tliat the only point for (;()n.siih'riition was th(! poriod when th«! amount ol'thc Itiick inteiX'st shonlii hcconiu payahlc. 'I'lic rcrords ol'lho K\('(utive Council Ollici', contain cvith'ncc to tlic liUo ed'fct. Mr. Merritt's letter of the First of Septeuihcr, ISl-i, rehiting to this -sulyect, speak of irailiii'^ for the btirh intend until the ri^venups reach certain amounts, — . A dral't of a Hill in Mr. IMerritt's huiul wriiinu; sent for the information of the (lovernment amending tho Act of ly-ll, provides in Us fourth clause that the dehciitures mentioned in the second clause of the Act of 1811 were to issue without any alteration as to terms except being issued payable in London at fivo per cent if desired, consequently the amount to l.e issued U'(tn to malxc up si.r per ant intcirst upon the amount of Stock from the time the same was paid in the minute or memorandum of Council of Twentieth of May ISlM, says afller stating at length the case, and the desire of the Shareholders for a repeal of the Act of 1811, " It is " therefore not thought expedient to move in the amend- " ment of the Law as proposed by Mr. Merritt, unless tlie " issue of Debentures for the payment of /var/.w/i/rnw/ shall " be postponed until after the completion ofthe Canal, and " until the tolls of one year shall amount to .£15,00(1 " Cy." !\fr. Merritt in is letter of Twenty-second Sep- tember 1843, transmits the memorial of the Stockholders dated Twenty-second July, of the same year, accepting the proposal, contained in the memorant'um and there- upon the Act of 18-13 was founded. It is urged on behalf of tlie Shareholders that a liberal construction should be given to the act so as to favor their claim inasmuch as the improvement undertaken by them, has been of vast service to tho country and there- for on equitable grounds they should be meet with the most favorable consideration. In that point of view a reference to the contents of a Despatch dated lUh July, 1842, from His Excellency the late Sir Charles Bagot, to the then Colonial Secretary Lord Stanley, is sulllcient to shew the then opinion of the Government — that no claim can be founded upon such grounds, — and nothing has occurred, since the date of that Despatch, to place their claims on a more favourable footing. With regard to the opinions of several eminent Professional men obtained oy Mr. iNlerritt, it is remarka- ble that while some of these Gentlemen strain the sixth clause of the Statute of 1843, to shew that the words "six per centum per annum " may be construed to mean not interest but a mode of computing part ofthe purchase money of the Stock, and in order to arrive at such a conclusion travel out of the Statute and assume the in- tention of the Legislature to have been the very contrary of what in fact it was — yet Mr. Merritt and the Share- holders on every occasion speak of the six per cent as ♦ •• » I Kk r ^» 6cuk interest — the opinions of the other Gentlemen are apparently predicated solely on the words of the sixth clausH itself; it is not denied that the Shareholders were entitled to six per cent (interest which ihey now receive) from the time the Stock was paid in to the time the tolls reached i-'iS.OOO. The whole circtimstances of the claim — ♦iie inahilitjr of the Shareholders to complete the Canal — the de- preciation of the Stock — its proposed sale to tho Government — the proposition relative to the mode and period of payment of the back interest — tho various Bills introduced in and passed by the Legislature, and the reason of their introduction — the documents, letters, memorials, and other papers relating to the subject, — the Statute of 1S43, itself, all conclusively and most satis- factorily shew, that at no time did the private Share- nolders, expect, ask or stipulate for, the claims they now make, and that neither in Law or Equity are they entitled to them. y^ •nvm w* APPENDIX A. ACT OF 1839. Whereas it is desirable to place under the exclusire controul of the Government of this Province the Welland Canal, and for that purpose to provide for the purchase from the Private Stockholders in that work the Stock by them held and which amounts to the sum of One hundred and seventeen thousand eight hundred pounds. Be it therefore enacted, &c. That from and after the passing of this Act, it shall and may be lawful for Her Majesty's Receiver General upon an order to that effect from the Lieutenant Governor of this Province to issue such number of Debentures as may be required to the several Stockholders in the Welland Canal for the amount equal to the Stock held by him or them, which Deben- tures shall be made redeemable in twenty years from their date and shall bear an interest of two per cent, per annum on the amount for which they may be issued, for the first two years, three per cent, for the third year, four per cent, for the fourth year, five per cent, for the fifth year, and six per cent, for the sixth and following years, and which interest as well as the principal sura shall be chargeable upon and payable out of the public revenues of the Province. 2. And be it, Sfc. — That whenever the tolls collected on the said Canal shall annually amount to the sum of Thirty thousand pounds it shall be lawful for the Lieute- nant Governor to authorize and direct the Receiver Ge- neral of the Province to issue other Debentures to the original Stockholders or their legal lepresentatives for such sum as will make up six per cent, interest upon the amount of Stock by him subscribed and paid for from the time the same shall have been actually paid in vp to the time of the issuing of the Debentures in the first clause of this Act mentioned , which Debentures shall be made payable in twenty years from the date thereof, and bear interest at the rate of six per cent, payable half- yearly out of the Public Revenues of the Province. 3. Provided always, And be it, ^c. — That nothing herein contained shall be construed to compel any Stock- holder to accept Debentures for the Stock by him held as aforesaid or in case of refusal to take the same to deprive him from being paid from the tolls and revenues of the said Canal according to the laws now existing having relation to the said Canal. 4. And he it, ^r. — That so soon as the Stockholders owning two thirds of the Stock in the said Canal shall have signified their acceptance of Debentures in lieu of Stock as hereinbefore provided, and so much of the eighth clause of an Act passed in the 7th year of the reign of His late Majesty King William IV., intituled, "An Act for the permanent completion of the Welland Canal and for other purposes therein mentioned," as authorizes the 12 annual election of two Directors by the Private Stock- holders of the said VVelland Canal Company, and as requires the election or appoiiitineni of more than thiCe Directors for the management of the said Stock Pruper ty affairs and concerns the said Welland Canal Company be, and the same is hereby repealed, and that a majority, of the three Directors shall be a Q,uorum for the trans- action of business, Fruvided always. That the Lieutenant Governor shall have power and authority to appoint such Directors or any of them annually at his discretion. ALLAN N. MACNAB, Speaker, Commons Housk of Assembly, IGthday of JMay, 1839. JONAS JONES, Speaker. Legislative Council Chamber, ) 9th day of May, 1839 \ APPENDIX B. Memorandum of 2\st September, 1852, upon Mr. MerriWs application on the part of the private Sluireliolders in the Welland Canal. Mr. Merritt, in his letter of the 20th August, solicits that the Governmennt will consent to the introduction of a Bill to annul the first section of the Act of last Session relating to the Welland Canal stock held by private parties, under which the Debentures to be given in lieu of that stock are to bear interest, for the first two years at 2 per cent, for the third at 3 per cent, for the fourth at 4, for the fifth at 5, and for all subsequent years at 6 per cent, until the expiration and redemption of the Deben- tures in 20 years. He proposes to substitute for these Debentures others bearing immediately G per cent interest, justifying the request on the ground that as by the second section of the same Act, the Shareholders will be entitled to interest at that rate, for the past ac well as the future, when the Tolls collected on the Canal shall amount to <£30,000, which sum, he asserts they will be sure to reach next year, the Province will lose a mere trifle by the arrange- ment, as will be presently shown, and the Shareholders will be greatly benefitted by their Debentures becoming saleable, which he states they are not at present. His position is that the interest for one year at two per cent becomes due in November, 1842, that a similar pay- ment at the same rate will become due in November 1843, making together 4 per cent up to the latter date. ]■ ^t ^ r ' -n '\ Kt 13 In 1844 he asserts that the rate, instead of being 3 per cent under the first section, will be 6 per cent under th© second : if therefore the Province were to pay 6 per cent in 1813, it would only lone the difference between that amount and 4 per cent due in November, with the small amount accruing at 3 per cent during tlie rest of the year. In return for this he ofTers, on the part of the Share- holders, to forego a claim which they have put forward for arrears of interest under an Act of 1837, which, at the rate of 6 per cent, to which they consider themselves entitled, would amount to 3(j per cent on the capital ; or if that claim be rejected, to an arrear of 25 percent under the same enactment. It will be necessary to enter into a little detail to show the position in which the parties and the Province stand under this Act. By the 1st sectipn the Shareholders are entitled to Debentures for £ 1 1 7,800, redeemable in 20 years. The cost of this to the Province will be : Interest — 1st year ftt 2 per cent £ 2,34G 2d " 2 " 2,346 3d " 3 " 3,534 4th " 4 " 4,G92 6th «* 5 " 5,S80 6th " 6 " 7,068 14 subsequent years at ditto 98,952 Capital HT^OO Total ^242,018 If the capital were raised at 5 per cent, and the parties paid off, the interest would amount in 20 years only to X* 117,800, instead of i) 124,8 IS, a saving of i;7,000, and the capital might be repaid sooner and the interest saved. But by the 2nd section when the " Tolls collected on the Canal sh;dl annually amount to the sum of £30,000," other Debentures are U be issued " for such sums as will make up per centum interest upon the amount of stock subscribed and paid for, from the time the same shall have been actually paid in " which Debentures are to bear interest at (i per cent for 20 years. Upon this it must be observed— First, that this new debt is to be created when the ToU& collected amount to j£30,0U0, without any reference to the net income:— i. e. the Shareholders are to be paid out of the Tolls, and the Government is to defray the charges of maintenance. Secondly— The Debentures are to be issued " when- ever " the Tolls •' shall annvatly amount " to £30,000 ; no provision therefore is made for the case of the annual receipt fallijig belo,w ,tl?at sum, after it has once reached ■Jg»- 14 it. If by any accident the Canal were to be stopped, or the trade be diverted from it, after the Tolls had once reached the above amount, the Government will still be liable to the charge, althougli receiving no benefit from the Canal. Thirdly— There is an important verbal omission in the section, although it may not invalidate its intended effect. It is enacted that the Debentures shall be issued " for Buch sums as will make up 6 per cent interest upon the Block, from the time the same shall have been actually paid in." The word " annual" or "per annum applied to interest," are omitted ; and the doubt may arise whether, although the intention of the framer is obvious, the omis- sion does not nullify the clause. Passing over, however, these objections, and supposing, as Mr. Merritt states, that the Tolls to be collected next year will amount to i:30,000, the parties will receive under this clause as follows : The precise time at which they paid the money can only be stated after reference to the original stock Books, but Mr. Merritt believes it to have been thus paid : i;30,000 in 1825. 45,000 « 1828. 42,800 " 1830. Hence, thw sum to which the parties will be entitled at 6 per cent annually, will amount on, i:30,000, for 17 years, 30,600 45,000, « 14 " 37,^00 42,800, " 12 " 30,816 Total ^109,216 For this sum of £109,216, Debentures are to be issued to the parties, upon which they will be entitled to 6 per cent for 20 years, amounting to £131,040, besides the new capital, making together £240,256, in addition to the £242,610 payable under the first section. This may be shown in abstract. Original Debentures, Capital » . .£ 1 17,800 Interest 124,818 £242,618 New Debentures, Capital £109,216 Interest 131,040 240,266 Total £482,87/ Thus, nearly half a million of money will be expended to get rid of this stock, amounting to £117,800 ! •'-•I. 1 1^ The parties however are not satisfied with this. They claim, m.der the I7lh section of 7lhW.ll. 4, cap. 9. a still further sum. The clause runs thus : Be .t enac ed, &c " that the Tolls received upon the canal after deduct- « iL the amount required for the charges now made " thereon by law, or so much thereof as shall be neces- « sarv shall be first annually applied to discharge the .'interest which will accrue upon the said sum ol " £215 000" (to be advanced for the works under this Act) « and the remainder of the income received by the said «' Company shall b edivided among the private Stockhol- " ders until it shall equal 6 percent on the amount of " their investments." Upon this, they first ground a claim for the full arrears of interest at G per cent per annum. This lor 6 years to 1842 would amount to £42,108. If this be disallowed, they claim a less amount of arrears, equal to 2o per cent for the whole period of years. This would amount to X29,450. The foundation for these claims rests upon the assump- tion that the income referred to in the clause last cited was gross income, excluding in the first case a deduction even for the cost of administration, and admitting it in the second. This interpretation has been repudiated by the Government ; Mr. Attorney General Hagerman gave an opinion against it, but the Company obtained the opinions of five lawyers in favor of it. To concede it would be to admit that these parties in & private specula- tion would be reaping a large profit or rate of interest, while the Canal did not pay its expenses, and that the maintenance of the works was to be thrown on the Government. Without, however, determining this question, it is clear that when the parties under the second sect ion of the Act of last Session, get arrears of interest at the ra f ot 6 per cent, for these very years, they are not entitled to another 6 or 5 per cent, which would raise the interest for this period to 11 or U percent, and Mr. Merntt himself admits that such "was not the intention of the law" of last Session. If therefore this claim falls to the ground, there is no reason why the Legislature should shew them any further favor, and upon the chance, however probable, ot the tolls amounting next year to the required sum, subject the Province, to the additional payment of 2 per cent for one year, with 3 per cent in the following year, and further payments, if the tolls do not increase as is expected. But it would seem, further, that Mr. Merritt misinter- prets the operation of the second section of the Act ol last Session, in relation to the first. ^ 16 The first section grants debentures bearing a sliding scale of interest in future years. The second enacts that at a certain time further debentures bhall be given for arrears of interest accrued up to the time at which such debentures are issued. It does not provide for anticipat- ing the payments in future years under the lirst section, and adding to the new Debentures the difference between 6 percent, and the lower rates fixed by that section. If this interpretation be correct, Mr. Merritt's other ground for his application would be removed. A few words, before concluding, as to the position and claims of the Province wiih respect to the AVelland Canal. It has already expended more than i;380,000 upon this work, of which sum a large portion has been borrowed, upon debentures bearing 5 or G per cent, for which interest it still remains liable, a further sum of £450,01)0 is now to be expended. The annual interest upon this and the portion of the previous expenditure remaining unredeemed, say =eo50,()()0, will be at 5 per cent, .£10,000. This alone will absorb the probable amount of Tolls, for some years to come, making no allowance for : 1st. The expenses of maintenance, cost of repairs, &,c. 2nd. The payment of the sum of il482,874 to the Private Shareholders. 3rd. The repayment of the principal £800,000, which will be obligatory as regards a great part of that sum within twenty years. The parties urge their claim upon the gratitude of the Province for having commenced this woik, and having thereby conferred the most important benefits upon the country. The well known circumstances under which the works have been provided for and carried on, tend very much to diminish the force of their appeal, as it may well be doubted whether, if the Canal had not been commenced by private individuals, the obvious utility and need of euch a communication between the Lakes, would not have soon attracted the attention of the Legislature and the G ivernment, by whom it is probable that the work would have been completed with much more expedition and economy, and with a greater regard to public interest than could possibly be the case in a private speculation of this nature. In a subsequent note of 10th September, Mr. Merritt states that his " object at present is to ascertain on what " principle the puriies are to be remunerated," and also •• that they would accept either Debentures or money" for the amount to Which they are entitled under the second section. 21st September, 1842, .->,% \ •- ?» i» 0^ i^^^ \ « 'I* 17 APPENDIX C. MR. MERRITT'S EVIDENCE. At what time was the investment made by the private Btockholiiers, and in the evenl of their stock being pur- chased by the Province, from what time will the interest commence 1 I cannot state the precise time when each person sn!)- scribed witliout reference to the original stock books, but from recollection believe the interest may be com- puted as follows : 1825 10 years 6 per cent on i;30,000 a 1800 i;i8,ni)(l 1828 8 " " 45,000 a 2700 2l,f)0O 18J0 6 " « 42,800 a 2568 15,408 .£55,008 Do you think the terms proposed by the Committee equitable towards the Stockholders 1 Answer. — I do not — Many of them have been paying interest at the rate of 7 per cent, per year on the amount of their investment ; to their judgment, energy and confi- dence, are the public indebted for the undertaking, they have sustained at their hazard and have derived no bene- fit whatever when the public have derived far greater benefits than the entire cost of the Work. At the same time I feel so confident the income from the Canal will repay them in a short time, that I should much prefer the following arrangement to enable the Stockholders to realize a part of the outlay at once, and not create so large and apparent debt as the first measure shows. PROPOSITION. To issue Debentures payable in 20 years for 50 per cent, on the par value of the Stock held by individuals which will amount to £ 5^,900 la three years hence to issue Debentures as above for 25 per cent 2P,'150. In six years same as above 29,450 .£117,801) After the Revenue on the Canal amounts to the yearly income of £25,000 to advance the Debentures to the amount of one half of the interest due on the Shares since the Stock was paid in, payable out of the proceeds of the Canal after the income amounts annually to the sum of £50,000, to issue Debentures as above for the remaining half due on the back interest payable out of the proceeds of the Canal, so that the Stockholders will ultimately be paid the principal and interestof their investment without burdening the revenue of the Province. Should the private Stock be surrendered as proposed, will the public be called upon to pay the interest ? 18 Answer.— I do not think the Revenues of the Province will be burdened with one farthing by extending their credit in supporting that woik with judicious inanage- For instanre, if the Government should issue Deben- ttjres payable in iiO years for 5U per cent, on the amount of ihe Private Stock. '" ]*??",',.» ^^'^'^^ " ^ P^*" ^^'^^' 'he Interest. ...£ 3,534 X41,1U0 a h per cent, for payment of debts, repairs and commencement of Stone Locks. . 2,466 £ 6,000. The Tolls of this year will pay the interest. " io? n'nn"'"!:''' ''".'^ '""'^'^^ -^ 6,000 X4o,U[)[) advanced on Locks j qqo Will amount to £ 7"500 T5o ^'^^"^ °^ "^'^ ^^" ^^'" *'^° '"^^* *1^6 interest. In 18.39, Interest on Stock and Loan, oei25,000.i; 7 500 Advance on Locks, j[:25,0()0 ] ^500 £ 9,000 The increase Toll will also meet this amount. ' In 1840, Interest on Stock and Loan £150,000. .£ 9,000 Advance on Stone Locks £25,000 ] 500 Interest on 50 per cent, to be then paid on pri- ' vate Stock £58,900 ; *[,^ 3^534 £14,034 The increase Revenue will meet the amount. In 184], Interest on £223,900 i;i4 034 Advance on Locks i;25,000 1 '500 X 15,534 The Toll will again meet this amount. In 1842, Loan will amount to .€248,900. Interest £15,534 This year the Toll will enable the Work to sustain itselt without further advances and a gradual redemption may be expected as follows : In 1843 Loan continues at £258,900. l;}^^'^'^"-:: £15,534 1 oil amounting to 20 000 Leaving an Increase of £ 4^466 In 1844, the Loan will be reduced to £224,434. " Interest £14 666 The amount ofToU .'..'..'.. 25000 'n*^^«ase £10,334 fa*> 19 Iti 184" the Loan reduced to £*24 1,100. _^. '»'e'"«st £U,0 16 Ihis year advanced halt' the interest on Stock. Interest j ^q.-q £26I,G04 The Toll this year 13 250 '""ease JldJ^i In 18 J6 the Loan reduced to £216,050. rr,. ("'fr^.f. i:i4,763 The Toll this year g^^oGS ^'^^rease £24,300 In 1817, the Loan reduced to £221,750. ^..Jl'l^f^^' i:i3,305 Toll this year ^g §27 ^'^crease ^35,522 In 1848, the Loan reduced to £186,228. Interest £ 1 1 1 73 The Toll this year *.'.".*.*.'.'.*.*.*.*.' 6l',033 '"crease £49,860 In 1849, the Loan reduced to £136,338. Interest £ g igo This year ad vance half Interesf on Stock. tl^J^^' 1,650 £163,872 £ gg32 The Toll this year 76291 '"<'"««e £66,459 In 1850, the Loan reduced to £97,413. m ., !"!«'"^«t £ 5,844 Toll tins year ioO,000 £94,156 Which liquidates the principal and therefore will yield a Revenue to the Province of ^125,000 per year to assist in other Improvements. Sia. 20 APPENDIX D. St. Catharines, 1st. Skpt. 1812. I have the honor to acknowledge the receipt of your communication of the 3(lth ultimo, requesting my opinion on the part of the Shareholders, as to the amount in Debentures, or money which they would demand in full acquittance of their claim and their interest in the Canal in reply thereto, I beg to state that I hava been instructed by the Shareholders to say that they will accept of Debentures payable in London, in 20 years at an Interest of six per cent, for the amount of the Capital invested, and wait for the amount of Interest due thereon, until the Income from the Canal reaches X30,00n per year, when they will receive Debentures on the same terms; they also would prefer that the Revenues of the Canal should l)e first appropriated for the payment of those Debentures or the Interest thereon. I have the honor to be, Sir, Your Obedient Servant, (Signed,) WM. HAMILTON MERRITT- R. W. Rawson, Esquire. •'!' APPENDIX E. Toronto, 22d May, 3. Sir, I have the honor to acknowledge the receipt of a Copy of a Memorandum or Minute of Council passed on Saturday last, in which I observe an omission of the former Shareholders, also the rate at which Debentures are to be issued in Canada. I mentioned this both to the President of the Coun- cil and Mr. Secretary Harrison, who are of the opinion it will be of no consequence, as the intention of the Coun- cil is well understood. I have therefore assured the private Shaerholders that if the proposition be acceded to by them the Deben- tures for the £117,800 may bear interest from the first January, 1823*, and be issued by the Receiver Geiieral in the ordinary manner, six per cent payable in Canada, and five per cent if payable in England, which is at the option of the Shareholder, on returning the Debentures now issued. «• -»» »•. f 21 I will take it for granted if no answer is returnee^ bj you that I have fairly represented the intention of the Council, if not, on placing this communication before them you will have the goodness to apprise me, that I may give the Shareholdera timely notice thereof. I have the honor to ue, Sir, Your Obedient Servant, WM. HAMILTON MEHRITT To Chief Clerk of the Ex. Council. 1 « » APPENDIX F. St. Catharines, 22d September, 1843. Sin, I have the honor to present you with the en- closed Memorial from the Private Shareholders in the Welland Canal Company, which I am happy to say accedes to the terms proposed by His Excellency in Coun- cil, for his information. I have the honor to be, Sir, Your Obedient Servant, WxM. HAMILTON MERRITT. Hon. S. B. Harrison, &c., &c., &c. To His Excellency Sir Charles Metcalf, Governor General of British North America, Sac, &c., &.c. May it please Your Excellency, The undersigned Memorialists, Shareholders iu the Welland Canal Company, beg leave to represent: That since the control and management of that un- dertaking was assumed by the Legislature of Canada under the Act of 1837, your Memorialists have confided wholly on the good faith of the Provincial Government. They readily complied with the terms proposed under the Act of 1841, by transferring their Stock and placing the management of that Canal immediately under the Board of Works, which appeared to be the desire of » NN« f., n'^'f'T*"*' *"'' '"'"^ «* all times afforded everv facil,., In tl.^.r , ower to sustain the undertaking ^ The Mi„ut(< c,f Council of the 20th May last, prono- tures payable in hngla.,,1 at live, or in Canada at .i n r '■ont interest from the /ir«t ofJanuary 184 (in the , .ual on tJ '. '"■"": '""" ofdebentn.es for,,ayml.t of nte e«t due ..nce the san.e was ,.ai,l in. as soon L the ti ;'7,rvJr"^r^'' v/'''''' '"^^ ^-" «"»"-«'• lor llitir approval. Your Memorialists were ltd to believe fron> the terms of the Law of 1837, that an ear v ramuneratioi, was secured to them, as wel as m tie guarantee o the British Government in pay me, of tie Provincial debt n 18^1-in which, from the int rpreia! ion placed on the first.and withholding the l^n A S o the last they have been disappointed^ The .^al' of on the favorable view taken of their claims by ,he^ T 'as rry and Colonml Minister in May 184.}, had indulged a hZ hey would be placed on a more fa;orable poslbi a3 tZtIo rV'^S^" « reconsideration of'their'r'ei^ eitiation, if Your Excellency can consistently with the public interest recommend the second issue o Ktures as soon as contemplated by the existing Act that i wi I be granted. If not, their confidence iifthe hi^Sme ^^0^ 'h-ZT^ ,r ""'" '^'''. '''^y «"'i^"ipaent lal to i«sui', for every Oi.e Hundrrd I'onnus of Slock 80 returned, an ecjual amount of Debentures payable at six per cenium per aiuium, payable half-yearly, in such sums or amounts as the party r» quiring the samo may fmd most convenient ; or lor every hundred Pounds currency ll.e sum of Ninrtij Pounds sterling, payable ui the Hanking House of (>lyn, Ilulifax & Co., in London, at live per cent, interest, payable half-yearly. III. Be it enacted, That if the Shareholders wh( havo already transferred their Shares under the above recited Act, do not accept the iXebentures hereby granted, it shall and may be lawful 1 '• the Receiver (JJeneral of this Province to re-transfer t iie amount of Stock so held by each Individual, and plac him in the same position in which he stood beftre the t uisfer of his Stock to the Government of this Province. IV. Be it enacted. That tlii Governor General may authorize the Receiver General )f this Province to issue the Debentures to which the | -ivate shareholders are hereatler to be entitled under the .Second Clause of 4' h & 5th Vic. cap. 48, on the terms a.'' • i retofore described in the Second Clause of this Act. V. Be it enacted, That the Pri icipal and Interest to be due and payable on account of the Debentures autho- rized by this Act shall be borne c t and paid from the Tolls arising from the Welland C, ial Company, and in default thereof out of the Public R-venues of this Pro- vince. My Lord, APPENDIX H. No. 148.— 9f/t July, 1842. I have the honor to acknowledge the receipt of Your Lordship's Despatch of the 18th Ma} last, No. 150, enclosing a correspondence between iht Colonial Office and the Treasury on the one side, aa Mr. Hamilton Merritt and Messrs. Bosanquet on the o her, relative to the claim '' the Shareholders in the Welland Canal Company, i e indemnified on account of the recent fi 24 proceedings of the Legislature and Government in regard to that work. In this correspondence, the validity of the claim is unreservedly admitted by Her Majesty's Ciovern- ment, and I am directed to bring it under the notice of the Legislature with a view to its satisfaction. On referring to the Memorial of the Stockholders, forwarded by the INIessrs. Bosanquet, I find the grounds for compensation stated to be : First, That " by the " Provincial Act of 1837, the Shareholders have been " deprived of the management of their properly." Second, That " by the neglect of the Government to execute " whatever provisions of that Act were favorable to the " Stockholders, they have been deprived of 36 per cent " on their subscriptions." Third, That " by the neglect "of the Provincial Government to publis'h and carry " into execution the Provincial A^' of 1839 before the •'Imperial Act of reunion was pr:)claimed, the Slock- • holders have been deprived of that priority of claim " which they would otherwise have had upon the Con- " solidatcd Fund." And fourth, That " by the late " Provincial Act for the loan of cfl,. 500,000, the principal " and interest of that loan is further interposed and pre- " lerred before the claim of the Stockholders. No spe- " cific pledge or appropriation of any funds is made for *' the payment of the Debentures to be given, or of the " interest thereon, only both are declared to be charge- " able upon and payable out of the Public Revenues of " the Province, 'i'he security will, of course, be almost " worthless, and the Debentures quite unsaleable in this " Country." The first observation which arises on this claim is that if it be founded on the assumption by the Govern- ment of the management of the Canal, it ought to have been brought forward at an earlier date. Between the passing of the Act 7. Will. 4. c. 92, and the application of Mr. Hamilton Merritt to your Lordship, five years have elapsed, during which I am not aware that any steps have been taken by the Shareholders to obtain compen- sation for the alledged injury inflicted upon them. The Act of the last Session evidently gives them no claim which they did not possess before, inasmuch as their action under it is by the third Clause made entirely optional. But waiving this objection, there are other and more conclusive grounds on which, as it appears to me, the claims now put forward by the Shareholders must be rejected. The Company, as your Lordship is aware, was origin- ally incorporated by the Act 4. Geo. 4. c. 17, for the making of a Boat Canal, at which time the amount neces- sary f(ir that work was estimated by its projectors at X-10,000. In 1S25 the dimensiouiii of the Canal were 25 ' increased, so as to admit the passage of larger Vessels, and the Stock was raised to £'^00,000. In the following year, .£25,000 was advanced by the Governinent to the Company, under a Bond for its repayment with interest at six per cent. In the same year an equal amount of jC25,000 was voted by the Legislature of Lower Canada. In 1827 two Acts were passed, (lie first granting £16,300, which was estimated as one ninth of the whole expense, for the free use of the Canal by the Government ; the second, taking Shares on the part of the Province to the amoun t of £50,000, under a Bond from the Company for £20,000 for the half yearly payment of the interest at six per cent. In 1829, the Imperial Government advanced £50,000 taking as a security for its repayment a Mort- gage upon the Canal itself, a condition which by the Provincial Statute, 10 Geo. 4. c. 9, the Directors were enabled to carry into effect. In 1830 a further sum of £25,000 was advanced at six per cent, the Company giving a bond for the payment of the principal and interest. In 1831 a further sum of £50,000 was advanced on the security of the Canal, and it was provided, that if the Company should fail to pay the interest and prin- cipal of this advance, the Receiver General should take possession of the Canal in the name of the Crown, " and " appoint such Agents, Collectors, and other Officers as " may be requisite to manage the same, and deposit and " apply the proceeds thereof to the payment of the " interest and principal aforesaid." And rendered sus- picious by the repeated demands upon them and by the constant falsification of all previous estimates, the Legis- lature further provided " That no part of the said sum ot " £50,000 shall be advanced to the said Company until " personal security shall have been given to the satis- •• faction of His Excellency the Lieutenant Governor, to " the amount of £25,000, that the said Canal shall be " completed for ship navigation from the said River •' Welland to some point in Lake Erie to be fixed upon " by the Directors of the said Company for a Harbour " and that the said Harbour shall likewise be completed " without any further grant for that purpose." Notwithstanding this precaution the Company, in 1833, again applied to the Legislature, when the sum of £7,500 was granted to them ; and in 1834, a further sum of £50,000 was subscribed for as Public Stock. These sums, however, having proved inadequate, the Act 7, W. IV, c. 92, was passed forthe " permanent completion " of the Canal. By the preamble of this Act, it is recited that £107,500 had been subscribed as Public Stock, and £102,000 had been loaned to the Company under the provisions of several Acts. The Act tlien proceeds to provide that the £102,000 advanced by way of loan should be converted into Public Stock ; Jiat the Governor should be authorized to subscribe for £245,000 26 additional Stock ; that the whole capital Stock of (he Company should be .£51)7,300 iii shares of =£12 10s. each, of which the Government of Upper Canada should hold 3l),3()0, the Government of Lower Canada 2,000, and privite Stockholders 9124 ; that the management of the alfairs of the Company should be entrusted to live Directors, of whom three should be appointed by the Crown and two by the Stockholders; and " That the " Tolls received upon the Canal, after deducting the " amount required I'or the charges now made thereon by " law, or so much thereof as shall be necessary, shall be " first annu.iUy applied to discharge the interest which "will accrue upon the said sum of i;.d45,000 to be ad- " vanced for the purposes aforesaid, and the remainder " of the income received by the said Company shall be " divided among the private Stockholders, until it shall " equal G per cent on the amount of their investments." In the last Session, the Act for the purchase of the private Stock was passed, and in the Public Works Act, a vote of .£-130,000 was taken for the Canal. The recapitulation of these proceedings shews two things wliich are very important. First, That the es- timates prepared by the projectors of the Canal and upon which the Legislature was called upon first to incorporate the Company, and afterwards to grant assistance from the public revenue, were, whether intentionally or not, most extravagantly incorrect. And secondly, That the Canal had, previously to 1837, been twice mortgaged to the Government, and that under the Act of the 1st W. IT. G. IS, it might, at anv time, have been seized by the Receiver General and the whole of the Officers appointed by him without any further legislation on the subject. But it moreover appears that of the whole amount of i;49l,777 expended upon the Canal, only £1 17,800, or less than one fourth has been subscribed by private indi- viduals, while a further expenditure nearly equal to all that has preceded is still required the whole of which is to be provided by the Province. Under such circum- stances, can it be maintained, even putting the government on an equality with private Stockholders, that they have secured to themselves an unfair share rn the direction, or in so doing have inflicted on the Shareholders, an injury which would entitle them to compensation. Must it not rather be admitted, that they would have been grossly negligent of their duty as Trustees for the public if, when applied to for assistance, towards a work which had been so notoriously miscalculated, and mismanaged, they had omitted to take the necessary precautions for securing the due administration by responsible parties of the Funds which they granted from the public Purse. On this ground at least I cannot think that the Shareholders have any claim. *m* ^ *m* 27 But they next complain that tlie 17th Clause of the Statute 7 Will. 4, c. 92, has been so interpreted as to withold all benefit from them, and that there is now due to them, if that Clause were fairly construed, 36 per cent upon their Shares. The terms of this Clause I have already quoted, and your Lordship will observe that it provides that " the remainder of the income," after paying the legal charges and the government interest, shall be divided among the Stockhoders until it shall equal six per cent, on their investments. It has been contended by Mr. Merritt on behalf of the Shareholders, that the word " income", means the gross receipts without deduc- tion of the expenses of the Canal, and if this interpreta- tion be correct, the Shareholders are no doubt entitled to the sum stated in their memorial. But it appears to me altogether extravagant and irrational to adopt such an interpretation. If the expenses of the management and repair of the Canal are not to be defrayed from its gross receipts, they must be defrayed from the Public Revenue, and thus the Canal would be kept up at the expense of the Province for the Sole advantage of the private Shareholders, and the anomaly be presented of a concern actually incurring an annual loss and yet making an annual division of profits. Under such an arrange- ment the party who would suffer by the mismanagement which has taken place, would be, not those who entered upon the undertaking as a monetary speculation, but the Province which came in to assist them in their ditli- culties, and to rescue them from the embarrassement in which their own miscalculations had involved them. This appears to me altogether preposterous, and I can- not therefore admit that upon this ground the "^hare- holders have made out their claim to compensation. In respect to the injury which they incurred by the delay in proclaiming the Act of 1839, and by the priority on the public Revenue of other claims before the Deben- tures to be issued for their Stock, it is only necessary to say a very few words. The security upon which the Shareholders advanced their mony were the Tolls of the Canal. That security still remains to them, and it is at their option to retain it or to accept the Government Debentures in place of their Shares. It can scarcely be said, looking to the proceedings of the Company, that the security is now less than when they loaned their money, or that it has become less marketable by the transfer of the Work, from an irresponsible Direction by whom it had been almost ruined, to responsible and scientific Directors under whom it will be completed and perfected. I have myself no doubt that now that the Works are to be conducted under Government control, the Canal will soon become prosperous and thriving, but whether this be so or not, the Shareholders have no right to claim now at the expense of the public, a better security than they originally bargained for. 28 l|i !: For these reasons 1 would submit to Your Lonlsliip to reconsider the instructions which you have issued to me to bring this matter before the Legislature. Without at all undervaluing the impoitHnoe ot'tlie Wellaiid Canal or depreciating the energy of Mr. Hamilton INIerritt and others by whom it was originally commenced and has been carried on, I entertain very strong doubts whether the public would not have been much beuelitted had the Company never been formed, or had it expired with its first failure. The Work would then have fallen into the hands of the Government, and been conducted with re- gularity and science, and much of the expense which has been incurred would have been daved. That the House of Assembly would take the same view with myself in regard to the present claim, I have not the least doubt, nor do I doibt that Mr. Hamilton Meriiit is aware that it would do so. He knows that they would not listen to an individual Member who should bring forward such a demand, but he hopes that by the influence of the Government, it might be forced through the House. In this hope ho would, I believe, be disappointed ; and even if the claim had more foun- dation than it has, I think it would be extremely im- politic to bring forward a money question on which the Government would almost certainly be deleated. Among the Lower Canadian Members, who already complain of the unfair share of the debt of Upper Canada imposed upon them, it would meet with unqualified and probably angry opposition, while the Upper Canada Members who for years have been misled and wearied by the never ending miscalculations and demands ot the Company, would to a great extent join with them. The proposal would be rejected and the Government be left with the discredit of having been defeated on what would be de- scribed as a " job" for the benefit of parties residing in England. Under these circumstances I would recommend that the Government should not in any way move in the matter. If there is any justice in the claims of the Shareholders, there is no doubt they will be brought forward with sufficient zeal by Mr. Merritt ; if there i* not, it is not fitting that the Government should be the means of pressing them on the Legislature. I have, &,c. Ir 4, 29 APPENDIX I. MEMORANDUM or MINUTE OF 20th may, 1843. It is looked upon that the fixing the period at which Debentures shall be issued for the payment of the back interest on the investment of the private Stockholders, namely, when the tolls to be received at the Canal shall annually amount to ^£30,000, was intended to give the said back interest when the tolls on the Canal shall be sufficient to pay the interest on the sum expected to be expended in the construction of the work, the costs of management and repairs, the interest on the Debentures issued for the principal sum invested by the private Stock- holders and the interest on the Debentures for the back interest. The calculation appears not to be far wrong under the estimate of expenditure in the year 1839, but subse- quently and before the passage of the late Act, a much larger expenditure was found to be necessary, and con- sequently' if Debentures were to issue when the tolls on the Canal annually amounted to only .£30,000, the inte- rest on the Debentures to be issued for the back interest would be borne upon the Provincial revenue, contrary to the intention of the Legislature. Mr. Merritt now proposes an alteration in the Law for the benefit of the private Stockholders, which would make the .£117,000 of Debentures which were intended as a repayment of the principal investment of the private Stockholders payable in England, instead of in this Province, the rate of interest payable in England to be 5 per cent per annum. To this proposal the Government do not think it just to the public interests to accede, unless upon the prin- ciple that the interest on the Debentures for back interest shall be no burden upon the public revenue.— To enable them to be borne, on the revenues of the Canal it is now calculated will require an annual amount of tolls of j£45,000, Provincial currency, leaving the income from real estate and hydraulic privileges to meet the estimated cost of management and repairs after the completion of the Canal. It is therefore not thought expedient to move in the amendment of the Law as proposed by Mr. Merritt, unless the issue of the Debentures for the payment of the back interest shall be postponed until after the com- pletion of the Canal, and until the tolls of one year shall amount to forty-five thousand pounds currency. a 30 With respect to the claim of the Private Stockholders to receive dividends under the Act of one thousand eight hundred and thirty-seven, it is not considered that the Stockholders refusing to accept the present law are en- titled to such dividend in any event until the tolls received upon the Canal, after deducting the amount required for the charges now made thereon by law, which charges are conceived to include the expense of management and repairs, are sufficient to discharge the amount of interest on the sum borrowed under the Act; and moreover it seems doubtful (the sum oftwo hundred and forty-five thousand pounds comtemplated to be borrowed under the Act not being raised, and the small portion which was raised not being applied to the construction of the Canal,) whether the conlii.gency in which the Stockholders are to receive dividends can arise under the Act. If there be doubts on these subjects, they can be set at rest by a declaratory law. If this proposition be acceded to by the Private Stock- holders, the Debentures for the one hundred and seven- teen thousand pounds, may bear interest from the first January, one thousand eight hundred and forty-three. Of i I 1 1 If/ APPENDIX J. Mr. Durand from the Committee of the whole House, to consider the expediency of amending a certain Act of the Parliament of Upper Canada, passed in the seventh year of the Reign of His late Majesty, William IV, intituled, " An Act to provide for the permanent com- pletion of the Well and Canal, and for other purposes therein mentioned ;" and also a certain other Act of the Parliament of Tipper Canada, passed in the fourth and fifth years of the Heign of Her present Majesty, intituled, " An Act to authorized the stock held by Private Parties in the Welland Canal, to be purchased on behalf of the Province ;" reported, according to order, the Resolutions of the said Committee, which Resolutions were again read at the Clerk's table, and agreed to by the House, and are as foUoweth : — Resolved, That it is expedient to repeal so much of an Act of the Parliament of Upper Canada, passed in the seventh year of the Reign of His late Majesty, William IV, intituled, *' An Act to provide for the permanent completion of the Welland Canal, and for other purposes therein mentioned," as provides for the income of the said Canal or any part thereof, being divided amongst the Private Stockholders. jR« Ived, That it is expedient to repeal a certain Act of the Parliament of this Province, passed in the 4th & 5th years of the Reign of Her present Majesty,. / \ ^ 31 intituled, " An Act to authorize the Stock held by Private Parties, in the Weltand Canal, to be pur- chased on behalf of the Province," and to provide for the immediate issue of Debentures to the private Shareholders, redeemable in twenty years from this date, and bearing interest from the first day of January, 1843, which interest may, at the option of the .Shareholders, be payable in London, at the rate of five per cent, per annum ; or in this Province at the rate of six per cent per annum ; and further to provide, that so soon after the completion of the Canal, as the toll shall amount, in any one year to i) 45,000 Currency, other Debentures shall be issued to the private Stockholders, for the interest on their Stock, for the time that the same had been paid in, such Debentures to be payable either in London, at the rate of five per cent, per annum, interest, or in Canada, at six per cent, at the option of the Share- holders. Ordered, That the Honourable Mr. Hincks have leave to bring in a Bill, to repeal a certain Act therein mentioned, and to make further provision for en- abling the Provincial Government, to purchase the Stock held by private Parties, in the Welland Canal. He accordingly presented the said Bill to the House, and the same was received and read for the first time, and ordered to be read a second time, on Thursday next