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ILETTEM 
 
 TO 
 
 ^IMOJV M^GiryiAVRAY, Esq. 
 
 IN ANSWBit 
 
 OP THE LATE FIRMS OF 
 
 AND 
 
 M'GILLIVRAYS, TIIAIN & CO. 
 
 DATIU 
 
 LONDON, o()TH OF FEBRUARY, \^<lfy' 
 
 BY 
 
 HENRY MACKENZIE, 
 
 LATE PARTNEF?. OF THE FORMER FIRM. 
 
 M^ - t 1 
 
 PRINTED AT THE HERALD OFFICE; 
 
 AND SOU) BY H. M. CLNNIN(iHAM. MONTRKAr.. AND T. CaBY i CO , QUKBtC, 
 
 18^7. 
 
T 
 
T 
 
 Munlreal, If)/// Jure, IS'27. 
 
 r^ 
 
 TO SIMOX McGILI.nRAY, EsQuini-, 
 
 I.ON'DON, 
 
 Sin, 
 
 It is with extreme regret tliat I fiiul my.'eif under the ncrcssity nf ciuieavcuring, thus publicly, 
 to corrci't llie iiii-;-; tateMienls and r( luif thi- animadvirsidiiii ol'.i |ier:on wliofe interests uereonce intiniutely connected 
 witli my own. IJat 1 must eitliev a(U)i)t tliis course or lie content jiatiently to lie under the load of imputation cast up- 
 on my diaraeter and conduct, relative to the affairs of the late North West Companv, in your last letter, addressed 
 
 " to the Creditors of tlie late (iruis of M'Tavish, M'Giilivrays tV- Co., and M'Gillivrays, Thain & Co." Tiii; is what I 
 
 liave not resignation enough to do ; and il' I had, a sense of duty to myself and my friinds would compel me to vindi- 
 cate myself even in tlie face of your iornn'dalile and well exercised epistolary atiainnienls. 
 
 To those, then, whom you have so edified, I make my appeal, persuaded that when they shall have perused the 
 j-,lain statement of a plain man, they uill do liim that justice, which, it appears, he might vainly look for at your 
 hands. 
 
 On the ist of November, ISl 1, 1 entered into the association then fi-rmed under the continued title of M'Tavisli, 
 M'fiiilivrays iS Co., as co-agents, with tlic firm of Sir .Vlexander .M-Ken;:io & Co. for the North West Compariy. 
 I dill not obtain this distinction by dint of solicitation, but as a person who had enjoyed the entire confidence of the pre- 
 cedin;^ firms of M'Tavish, Frobislar A Co. and their successors, IM-Tavish, M'Giilivrays il- Co., and whose experience 
 and activity in fhv. branch of connnerce in which they had been engiiged, seemed (if I may \cnture so to say) to render 
 him an accpiisitio::. In fact, I entered it on earnest invitation, aliandoning other pursuits to wliicli it would have per- 
 haps been fortunate that 1 had adhered — I am far, lu.i\evLr, from meaning to say that I did net contemplate consi- 
 dei.;')!.' advantage. 1 knew the fin- trade to be very lucrative, as conducted by the old lirms, (in whose emt)loy I had 
 biLii aiany years, and with whom 1 was al'lcrwards Connected lor some years at Tcrrcbunne. Luuier the firm of M*Kcn- 
 zic, Oldham & Co.,) and I had no reason to anticipate the reverse in the new. But I soon found myself mistaken. 
 Sh.irlly after 1 joined it, the conduct of my partners became wholly inconsistent, not only with the general principles 
 of co-paii;ier.ihip, but with thi' \tiy iu'icles ol'our a.-socia!ii)!i. The boukr. and accounts seemed confined to the exa- 
 luina'iion of only a cl'.osen f\.\\ — I v. as (u iiiid acii'ss to iluni o\\ \arious pretences, — my partners entered in several 
 transactions without either asking my ad\iee, or afieruanL; coiimiui:icating their existence. — and even a negocia jn with 
 the late Karl of Selkirk was, in the winter of 181.3— 1(). cominencid iuid lairied on, which was carefully concealed 
 from me. Justly displeased al such circumstances, and a.ware of the fatal tendency of disunion, or even a want of mu- 
 tual confidence, I, on the 1st of May, IM.'J, (Mr. M'Leod being then on the eve of his departure for the North West,) 
 addressed a letter to tlie members of the IlouMMomplainin;; oflhose improprieties, requesting that they should be dis- 
 continued, and at the .«ame time, giving ihem liutice. that as to all and every the past as well a^ ihe future transactions 
 made and entered into without my l.nov, Ici'ro and apprebaticn. it shoukl remain optional v. iih me to abide by the re- 
 sult or not — Sec At'pcndLX A. 
 
T.) t'li.i letter 1 rccivcil i\ ••atis-r.ict ->r_v, tlir.no'.i vcrl!;i', RS:siirnncc, lI:;ittIi05C siiImtIs of conuilairil slumld not recur. 
 T5'!t, iiJt'vithsta'uung tliis us'v viiui', I v.a-; ol.ii.s.l to itltiTati' my inu ::).ur;)ncc.'!, in-l (usiy cm their rrriirrciici', but on 
 the sul)jcct oTrt i)r,)riisiiii\ ii:!;l t:;;r:'Vi)':iiu'e In tin.' r. .'ihut vS coiuliu'tiii;: tlu- l)n..;iu'-;3 of ilio (irm, wliicli was whi'Iy 
 iinjiistiliahlo. Acorilinirly, 1 ;iKl.i-'.(l ti i!iy }:.-t!' r ; ii k(trr, I think in June IS19, i^tihiniltinf; ann)r.i.'t ( " f 
 thinf;?, to (livni, till.' nfCi'Siity lluu 1 r'j^nilil Uq ji. .:..i;iid in;nii.iii,Ui ly to tnki- an uvlwc jiait in iIil' (.'ountipj^ llon.t', 
 
 ^''^,.. ';■(, ilii ; J roiipsai \hr\- n..i,.;mcl :.'\ :'t. ii' !!1 il ■ -:i;I> of X.iv.mliLr, lol->, nvIuii ilivvu oLX-inaiil a nutrj ciiiiii nt op- 
 
 piirtuiiitv .iriwii.ia.'.va'iii.; a tl;;,-.! li n-. v^^i.'I: I ("'.i in wriliaj;;; ll^M.iwj: — 
 
 *' TiiL- si,;natiuv:- o',' :]■.:■ jr.,r. ..-'.-■ i','T.[j.y:.iii'.: il;c Iii;:.'o n,' M'T.ni;-!;, M ( iilli\r;iyj. .'v ('.'. Iic'r,;.' aljoul :o !;;■ !\(,i;irril 
 ti) sif^n tlic balance .'•lu'Ct ol'tiic b,>ol:s iluriol' tlosul on ilic KOtli oi' N-ivenibcr, 1^U> ; and as .siicli an tict uduM iiiftr 
 an unqnalitied and unlinuttcd at([itio.i(.mc'o ot" tlio an)n\,aid individuals in every past circuni'tanee lliat lias oerurred 
 in tlio uianagenient oi' tiicir conn-nis, ?vlr. IK.'iry i^lac'.^'iizie. bef-rc, iiy f.nrii sijriKifiin-nial.ini; admissions, not (jiiitc 
 consonant, to llic impressions on Ins nuiid, tiiinks it lair as a ntan of boi.esty and candom-, at tla' i-anie time tliat he 
 does full credit to tlie intoUunts, to explain MiierLin llie vicnsut\'» of bis esteemed fiiendM and assoeiateu, bave not, in 
 his judgnjcnt, been altogether eoiulaeive to the interests of all. ikt m strict cuiifvirmity to llie articles of co-partner- 
 ship. 
 
 1st Each partner has not been fiirni.in.'ii with an aulhentiea'.i i! co]>y of thi- ariiiL:; of co-partner; iiip, nor bad lie 
 
 it all times free- access to the iri-iiial, wliirb. it i- apprelunded. .lioai I he. for sii:li purpose, iLpoiited in the \,iiilt, as 
 well as all the other reci>v(U and private dociiiiu iits of the firr:i. 
 
 oj The concern in tiie Mackinac (\)mpany. to ubich !ii).ry .Mackenzie v.-as a par;y, wa: cloved before the rjjrrc- 
 
 nient expired, without any intimation hein<r trivLii to bini, or bis consent asked. 
 
 3[1 It appears that prop'ifals uiTe made to the l^,arl o' .^jikirk and the Ilndscn's Hay ( ompaay ii; llu- aiitnnia of 
 
 ISl.'), for a particijiation of the Indian trade, and altbouf:h il(nr\ ."vlai l.en/.'c was conslanlly in alteiidaice at his po;.t 
 in Montreal, the other jiartners coianicnfcd and lirol.o oiribal nci:o(iatiMa \. liiiout onci' ccnisaltin;; lii:n on i'a- Fuhi: it. 
 and therefore ho does not feci hinisrlf liable for tlie co!isei;iiei;ces sliciild the kumu' prove prejudicial to liis Inttris;. 
 
 4th By the agreement with his partners, II; iiry Mackenzie, amongst <ui.or ihintjs. was to carry iai a },'enei..l i)i.- 
 
 sincss tor the concern in this coui.tr-, , by x-'hich he \\;\s iixhic'd to enter into the concern under the ii';!!, not only ( f 
 the general benefit e:;i)ccted to be therel.'y promot'. I ior the facihty of the operations oi' tlie fain, I>u; ai-o (hat liu'reliy 
 he rai'dit have bad it in bis )>ower t > attend occa.-ionally \o tlic outsi.andin^:^ dent-ndincies of his forniii' concern. 
 
 5th Instead of availing' liini.-i '.;' im' this claii.-.e, iiiary M.'ickeinie wa.s ei!L.;!:t.d f r a cosisideralile time in settling 
 
 «ild accounts and estates — and was afii-nvard.i induced to con.sent to become the agent oi the conci rn in relation to the 
 disputes of the North West Ciompany witli the l!irl of .Silkirk, and he submits laat ibe>.- c\\va servk i ^ have not ix '. n 
 duly appreciated by his as.^ociates. 
 
 f^th The agents' (of the Xorili NX'ct Conip.iiu) oirice should be reduced to fi wvr (\pciis.c«. The chargr-s on 
 
 merchandize-account exceed the ura.d expeiuiiiuro nearly three times tiie sums expended l)y the ohl concerns for the 
 same duty and labour, and which c xli:'. espensts, if continued, v.ill, witli intercHt, amoiint to re;ii!y .jflKVOOO at the 
 fiid of the concern, bv which, Ilenrv Mackenzie apprehends, the whole of, and more tlian the enu.iuments, arisinjj 
 from the agency, arc likely to be alxorbed. 
 
 7th In the articles of co-partnership there are certain remunerations stipulated, but ottiC.s have been nmde since 
 
 T/ithout the knowledge or consent of Henry Mackenzie. And such extra allowanets, if not checked, will also amount, 
 including interest, to about f'.iO,000 at the end of the concern. 
 
 8th — Henry Mackenzie oliject.s to the nmde of transacting business at Fort William, on the part of the agi nfs tT 
 4hc North West Conipany, as, in fact, he is at thit; momcut ignorant of who art'> or who are not, his partners in the 
 
Korlli Wi'.^t Company, never Iiaving given, to the best of lili recollection, his pov.cr to alter or aiiiciul the institutionj 
 of tliut conecni. 
 
 Otii — TIcnry Maeken-.;:e ii likc'.vJH- furtlirr n^v,ii;.iU(l t:) llic^c rliPervalions. by |)ropo5:als havii.'.r been iiiailo, lafeiy, 
 !:t Tort William, (o tho Noith We;;t Cnnpaiiy, fiir a r.LW as/Dcia'.i.'ii, vitliciit tlie same l.avii);: htvw subir.itted, beri;ri.' 
 or alUr, to ilie partners iierc. 
 
 lOlh — Henry Miul.ci/.io oi'jccts ..'so to t'u* j;.:nir.; of l'i;l.; of Ivioliai ;:.• !;y ar.ti; iti-.tioTi, at.;! v.Iicn t!ie person so 
 Fi;';iiii:;.,' is, peril. ins, ab.HM't iVoiii tli.' cijin'r; : tl.'i!'':ii iu'fiin'.s no f.;ii!t '.vi'.li iih> n. til.:fi(.:i of the ;i,-ri:tiin; t.i i ;u' iii(ir-i» 
 tliial, j.roviili'd siieli [)erson be i!i (I.o s; >!, !i,' tl.iiM.^^, ii!nre-\> r, flat tii'j re Iridioii to <:ro iii('.i-.i:'',i.!l of ni;,-r:in;' 
 tlieek.f (.rihaftson llic ii!!;'; \i alK'rd.'.l .;; linu;. v. lib ;rii it ine.viver.Ii'nei', an.!i< ofojiiaion il.at ihi.; Ii^iiei forv.ard b.- 
 cxcrei.a'il l)y any individuiil of the (irni who may l)e preseiii, and as tlie eae may rttiuirc. 
 
 lltli — Henry Mackenzie deelinc! iiigniir^ tlie doeunieat in ([uestion until be i;> fully sati^^le^.l the same is aeeording 
 10 the Kpiiii cf iIii' .■ii,n\'iiiu'ni, wbitli ni^rcenient, be fceb; bini.-flf ealled upon to say, has !;ivn nepieeted, and more 
 pjtrtieMlarly aj rt.'^pcetii (lie objeets beriin spceiikd. 
 ^'f^<:f. ., FH-NUY .M.\C'Ki:XZIE, 
 
 Montreal, 'Jitli November, l!ilf)." 
 
 B.it the>e vii)!ation:. ofaf;reenient and improprieties, were not all I had to eomplain ct' — matters of far deeper in- 
 terest wire to be objeeteil to in the eondiul of yourstlfaiul brotlur. 
 
 Hitherto you had indeed shown a total disregard of the artieles of eopartner.ihip and tlie general law of mercantile 
 association, yet still liad kept tlii- iirm entire ; but on the 'Jliili of March, liS'Jl, you assumed hlglur powers, in ( on- 
 JMiulion with Edward I'.lliee, Eni-, of Loudon, ri'iirc-onlin;/ yourselves as a sort of sovereigns of the North West C'om- 
 I'.anv and of the (inns their agents, and took upon yourselves wholly to di>solve the Xortli West Coinpau}', one year 
 and a [lalf before the stipulated pia-iod of its termination (and notwithstanding an a;,'rcL'ment, entered into in dnplieatc, 
 at l\)rt William, i.i 1S2(), to which you were a party, to continue the North West Company till the returns of the 
 ouu'it iif the yi'ar ls;i'_',) and incorporated it v.iih the liunorable Hudson's Bay C'ompany, securing to yourselves, by 
 the terms of the nem)ciation, emoluments in the latter abuve all re.isonable proportion to those wliieli yon possessed 
 ill the former — scs Appendix Ii. In fact, tl'.at ..ome extrava'dinary measure injurious to the interests of others (and 
 whirli ■mist be concealed lest it slumhl be tluvarted by those wlukni it was intended to all'eet) was in contemplation or 
 pro; -1 beeau!!.' evident to nie in the hitter enil of ISJl, for on the 1.1th of November of that year, and frciiucnfly 
 before, i observed that you, your brother, and Mr. Tliaiu attiaded by c(!unsel, ami with locked doors, held delibcra- 
 ti )r.j to which I li.ul no invitation, and from \\liieh I was in f.ict eKchuleii. Tov.ardsthe ilo.^e of that day, however, 
 I d;.-.. .ivt;od th.il ilu li.lL.wing two ad\ertioenie;Us li.ui been sent to tb.e ofiiecs of llie Herald and Courant 
 newipa'ur.; : — 
 
 NOTICK i^ liLTiliy given itiat, in imrsiiancu and pctfortii.inre of the comlitioni coMl.iirird in a certain indenture, whereby it lias bcea 
 
 ngrcod tl it iIk" Indi.in ami I'lir Trade, In ritofore cavrinl on by tl;c Ujvcniornittl I'ompaity of Aihcnturn-s if r.u2.!(tnil, tradin;f into Huilson't 
 
 l!,t;/, (I'l'l tlic \jri'i U'ixt C'.i.vi/«i»i.'/ if Ai\'!itrcctl, ris|)cclivt'ly, should bcncofDrnMrd under certain terms be carried on by and in tlic name of 
 
 the said Governor .^.nd Company and tl.cir succtsiur'i CAcIusively, tl'.c said indenture having been ratilicd and confirmed liy the said North 
 
 AVostCompany, the functions of tlie Agent'; of liic sa.u Noilh 'A'cst Company, and also of the Agents of Sir Alexander JMackcnzie and Com- 
 
 puny, tiavo ceased and terminateci. 
 
 ;M'T.\VI.SII, IM'GILMVllAYS & Co. 1 . ,,. 
 
 Tll()MA3 rilAlN. C ,^^;'"'f"^* 
 
 Alonirtnl, 15th Noveraber, IbSl. riKllRi; IH'. UOCHEHLAVE. ) •^"'''" " "' '-"'"/""'J'- 
 
NOTICE a l.ruL}' given ili'«i i\w iir.ilcr>i(:iicil Archibald Norinaa M'Loud, Eaqiiii't>, l:3t retired Crom and censed to lip r Pariner of 
 
 Ihf hiiiisc CI l'ir;ii I'f M'l'avlsli, M'CiilIiM;i-, * & (j. 
 
 M-IAVISM, M'GIM.IVUAVS, A to. 
 SIoiilioil, lJt:i N.nonilur, li;:'). A. N. McLKOl). 
 
 Having' ;isci'it;iiiU'il thi:; t'lct, ar.i! hcToif |>u!)ln'atiun, I infiinncil l)Otli Mr. (Iniy iuil Mr. .Mower, tlic proprietors 
 (»f tJio.se papers, tlial it was prematiiiv to pnl-livli iliuin, as my consent hail not been liatl, ami tliat it was improper, 
 becar.se t!u cui; tents \m re i;ol Hue : upmi " iiieli, lliey at lliat lime ab-taincii Imm piililij-binj; lliun. 1 liu ;i pri pared 
 an advcrii.-jineiit to aeionipai;;, llio^^e J!ist siientu.aul or to be publi.siiocl apart, whicli tbe p,rinler;> on the ITiii (Icelinid 
 iu do. — i". ■•• Aj'ya.ilix ('. Oe. llie iGliouiiirrtlav. (ilie Hitli Nu\ ember, 1S2I,) \ a(I(iri.-;eil to yini, anil llie oilier parlULrs 
 ol' the lioiise. a letter v.bicli I inserted in the letter-book oftlie concern, and oCwbieli I banded eaeli ofyou a copy ^igncd 
 by nic, stilling, that "common priulencc bad ilictatcd to ■ i- ibe n iterated objections I bad made ayainst many tran.'-ac- 
 tions of our copartnersbip'wbieli bad taken jilaee m ilb.ouf m\ Unow i(.d;.;e or approbation, and tiiut tbe recent, 8CiiuuH, and 
 nnwarrantable proeecdinjrs threatened to be can iul into etl'eet (at a jieriod too when liu; books and acconnts were 
 not adjusted I iletermined nte more than ever lo re^i^t siichconduet, Ac. — See Appendix I). 
 
 This declaration extraeUd, I [)resinne, tbe rcioUitions of the :ieeret meeting of tbe l.'itb, lield by yourself, your 
 Ijfotber, and Mr. Tbain. therein cailinj,' yourselves tbe mnjoriti/ o( the Ihni, which were signihed to me, by the nlini^t?•y 
 ofCiritfin and I'arron, Public Notaries, — intimating, amongst oilur tilings, "that it wa.s expedient that yon and your 
 brother should proceed to I'ngland forthwith, and tliat Mr. Tiionias Tb.'in should, during your absence, bj entrust- 
 ed with the superintendance and management of the general bu.-iiiuss of tbe concern in addition to the liiianecs and 
 accounts, of which, since the retirement of .Toliii M-'I'avish, he had bn i the charge under tbe general supe;intev.danee 
 of your brother — that during your absence from tlii> IVov'.cc, Mr. Thai.M ihould be authori.-ed to i-ujie. intend and 
 conduct the correspondence, liie finances, ai;il t!ie general business ol ilie linn, and to boiii and po,:Sess the bool-.s, 
 papers, and all the oilier jn-operty of the said house on behalf and in trust for all parties holding ai.y just ;iiiJ l.iv. - 
 ful ]iart, sliare, claim, or interest therein or any ])art thereof." — f^er Ajicndix K. 
 
 To this I ])ronij;tly replied by the said r.otaria! mini.-trv, " that t!iese arrangements, resolves, and ollar iikasiirea 
 had been taken and entered into wiiliont my knowledge or lonsint. and e\en without any notice tiierii,f lo nie pro- 
 ceedings which violated every .-acrcil j.riiieipie of reci[)rocity in agreements, and dis.--olveil cvi.iy social fie. - .'•ic 
 Appendix /■'. 
 
 Having at lenglh obtained, w bat I iiad hitiierto a.-l:cd for in vain, a copy of our articles of copartncrr-.hip of liie first 
 of November, ISM, I made a seco: d rij^Iy to tlio.-c resolves, dated 21st of November, 1N2I. to wbiehyou ;ind those 
 v,ho may read this are parlleukiily referred — .S'l' App-)i(lix (!. N;it\vithstaiiding wbiih you and your brother soon af- 
 ter took your departiae for Thigland, leavii'.g .Mr. 'i'hain in ample possession. 
 
 Your brother remained in E:.;^la;;.l, but y^u ri't;irned tbe en.-iiing year; and on fl;e 'J2d of November, 1822, our 
 copartnership being near its termination, I again addressed you and Mr. Tbain, stating, that ilie len.v^th of time which 
 had elapsed since 1 liaJ seen our book.-, had ellaeid from niv reenlieetion inany tbiiiirs recordeii in t!:ein and left but 
 a feeble impression of oli.ers ; — that I was llnis, ;;t a time when the close of Ibe concern was at bar.d, ignorant of ibc 
 precise relation in which I ntood v.iili my jiartners. i;nd without the means of formio!; a just estimate of my rights, — 
 an acrnaintance with which, it must be .'dlowed, was necessary to place me roon a fioiing villi \o(i in any discussion 
 to which the approaching settlement betvten u;; r.:ight give rise; — that I llierefore reqiiestii' to have immediate and 
 free access to the book;: for the [iiu;>0M of mukiiii: !,u(b extracts as I niigh.t retuiiie; that our connexion being tlien 
 
 
to near i\ fcrniinnlion I lliOii;;!it it a duty I owed to myself to nrfjc an immeJi;ito soltlcment of t!".c nccoiir.ln, to fnci- 
 lifalo llio lUTOiiipIi^liniciit of wliicli I would l»o jircparcd on a ccrtiiin day to audil conjointly with you, all tlio liooki 
 of account in wliicli I Ii.ul any onccm — Sccr .•^pp.-.-idi.r II. 
 
 To this letter, I, on tlu; 'J.5d of Movciriljcr, IS?.?, rcct-ivcd your answer, Ptaiiti?, tliat you deemed it rerc<!«nry in 
 reply to uiy Ktter to icfc'r me to the tenih aitide of our deed of ei)partiicr.!ii|>, arc! idso to a eertain died hcarii^jjdatc 
 file (Jill of April, ISil ;— lliat tlie oiitstaudin;.' adventures eoidd not bcrealiad uor even ascertained hefiirc the summer 
 ot" IS'Jl : — that therefore any invcstipatioii of the accounts nt (liat time was premature, and, in fact, impractieuhle, — 
 and that it would be inconvenient at that moment to produce the books fir my proposed audit ; that it was impossible 
 to anticipate settlements dependin;; on future continj^encies, &c Sea Ap'.cnilit I. 
 
 Not tliiiikinj^ yiur answer, to my ju>;t requests, sati.>fact()ry, I again wrote on the C.'th, stalinj^ that your letter of 
 the 2:;d , I was sorry to say, was no answer to mine; tiiat you !ia<l cither mi:;appreIiendLd its chief purjiyso, or, not 
 chooiinf; to comply with the request it contained, h;ul evadel t!u> (luesiion ; that llie Icnp^thy statement you entered 
 into estahli-lu<l a point I never meant to deny, namely, that our books rouid not be finally closed, nor the aflairs 
 wound up till the outfits were realised ; that my reipiest eudiraeed two objects, — access to l/ie boiJa Jor the purpose of 
 m.'ikin^ rx'.racts for vii/ i idividiuil satt</hclii>u, and an audit, or ex miiiialio)!, or ncrutini/, fifi/nit phase,) of the hoohs 
 as they ilien stood ; an cxplunnlion of past transactions — net a prennture sdt.'in'r of '■'■ cnntin<^cncies " that depended on 
 materials thercajlcr to he procured ; — I asked you if there was auj;I,t in cur articles of copartnership to prohibit this? 
 — to prohibit a copartner from scein;: the books of the association to which he belonged? If there was such a clause, 
 1 called upon you to show it, and I required an explicit answer. As you had left towu for St. Antoine. this letter was 
 addressed to Mr. Thaiii, he lielng on the spot — .SVr /Ipp.vrlij- K. On tlie Cfjlh, I received J.Ir. Thain's reply, saying, 
 that in answer to mine of the preceding day, which he had that morning communicated to you, he begged to inform 
 nic that the Icngtliy statement I alluded to was not written Ji'.''//( a v/rty to evade vr/ r/ueslicn ,• that your letter had 
 bei n written with the intention of explaining to me your reasons or rather your o|iinIons uhy yen did not consider it 
 necessary to proceed to the audit, or inspection of the books I alluded to, and that you were still of the same opi- 
 nion; — that no good could result to either party from such inspection at that time; but, th.at as I desired an explicit 
 ans.tor, he, Mr, Tliain, begged leave to infotni me th.at you couKl not Jigrce to my recpiest, and that I was well 
 aware, {independent of the stnte of the o/,'i'r,) that hi;-, (iMr. Thain's,) time could be much more beneficially employed 
 attending to other matters. — .SVr Appendix /,. After this, I hadstvcral interviews with Mr. Tliain, who informed me 
 that you bud both come to the resolution of advancing mc some money out of the ccmcern in anticljiation of the settle- 
 ment of our account'., to cuidile me, with my other means, to conmicnce business on my own account. Th's offer I 
 embraced, v.earicil with making fruitless reiuunstrances, and glad to separate myself Irom persons who had shown 
 jiucb a disregard to good faith, and on thc'2f)th of November, IS'J.', I yitldeJ to certain articles of agreement, in which, 
 uflcr several recitals it was thus agreed: — 
 
 first — That notice, dulv signed, should, by jiubhe advertisement, be given of tlu' tt>rmination on the SOtb of No- 
 Tcmber, 1822, of our articles of copartniTship of M'Tavish, M'tiiliivrays and Co., dated iirst of November, 1814, and 
 that it should also be notilied that the said Thomas Tliain was duly authorised to settle, collect, realize, and wind up 
 all the ov.lstanding engagements, debt.s credit;-, and elFccts whatsoever of or belonging to the same. 
 
 Sccondli/, — That Thomas Thain should retain and hold tho sole and exclusive possession, care, and custody of 
 all books, accounts, vouchers, papers, and documents whatsoever of or belonging to our fr>^^",rtiicrship, until the 30th 
 of November, lS2y, in trust for the respective parties concerned or interested in the same. 
 
 I 
 
TJnrdli/, Tint the «aid Tlionni Thnin rIviiiI.! rin'^c up, nnil on orljrforp the TiOiU of f.'ovcmlirr, 1.1?.?, cxiiibit 
 
 JMSt, fnii% iiiul uc'furate nci:ouiits ofii!! tliu li'.isiiii;^-' iitid tr.iii ;;'C'tioa:i Df our (MjKirliirrslii|), iuul of all cliar/cs, profits, 
 1 K-iiCH, or ollior c\)iilin;;ct>iMcs, in any lu.iniKT u•llilt^o,•vl•^ allVctiii;^ llic .s.'iiu-, 'out witlumt iirt'jiulicc! U) llic rij^lit of any 
 0(1. er of the said parties thereto, to iiiijmach or ohjetl tu uiiy iue'.iparl ofmuli aeeoiinti lu to ih.iu or either of ih.ai 
 miyht appear unjust or i bjectioiiahle. 
 
 Fourthfj/. — Tliai in the event of any rueh o'ljoetion-* or exceptions hi in,'.; mnilc to the sniil arcniint*, the party 
 mal'.injf sm h objections or exception*, an.! the party retislin^' then), sliunld eaeli name anil appoint a disinterested 
 nnd respectable merchant us an arbitrator, and liia;, tlu>;e two iilionid nominate and appoint a third, who should also 
 be u re.si)eeUibIo and disinterested niereliaiit, and these lliri'C arbitrators iilionld, in snch nianier as they nii[,'ht deem 
 necessary or reciuisite, examine and investij^ate such account:), and such objcetions or exciplions arf aforesaiil, and in 
 llu' premisoR, and in every point or parlienKn- rc;;ardinj,' the saii.c, and lha^ the award of the said arbitrators or any 
 two of them should be conclusive, and shouhl be acipiieoced in and submilted to by them and eath and every of 
 them the parties thereto. 
 
 Now, Sir, after these prncecding-i, in all uhieh yon had fully participated, if, indeed, they had not in many in* 
 jitanees origin;ited uith yon, it ber.j)caivs contempt for the opiiiion of the v.orld that yon should treat mine as " imn- 
 i;inary complaints." Is it an " imajjlnary couipl.iint," that the (inancial concerns of our hou^e, which had becM undi r 
 the management of your late brother, were, and arc ylill ulmlly conceded from nu', and I have been even to this d.iy 
 denied (for what purpose I leave to th ■ conjecture c,f my reiiL-r.*,) aixess to ihe partnersliip books of account;-' Is it 
 merely an "imaginary " impropriety that ne.qoeiations iuvoKi.ig the exi^tenee of the house were connnenced and bro- 
 ken oif wholly without my knowledge I'' Is It merely an "imaginary" evil that jirofusion and extrav.igunce reigmd 
 both in tlie domestic habits of the other partner.) of the firm here a-id abroad, and in tiie manner of conduclio;,' eiir 
 business? Is it merely an " imaginary" evil that the Noith W'l ;t Company was in a niani:er dissolved, and iin capi- 
 tal (£lGt',000 sterling) and intere;.U3 disposed of as tliu sole property of William M-Gillivrny, yourself, and Kdward 
 Kllicc, without even consulting me, or re:i(Ierin|; any account to the parties interested, «)f whom I was and am one? 
 Is it an "imaginary comi)laint," that you should declare tl'.e house of M'Tavish, M'dillivrays and C!o. infcolvcnl, 
 for whose engagements I an liable, and convey it.^ a.isets (o pay the debts ol" M'CJiliivrays, Thain, and Co. for 
 which I am not liable I or that finally I .sluiuUl refuse to ratify an a.isignment grounded on an allclged iusolvtncy, 
 which I, from my knowledge of the fur traile, could never have exi;ecittl,and cannot account for, and the reality or 
 causes of ^vhich I am, by the studious tonceahnent ol'the bool^s from me, wlu/liy at a loss to ascertain. And yet, 
 in a tone of triumph, you observe, that " it seeni:; ahm-st needlei^s to argue against such an absurdity, as that partners 
 " of an insolvent lirai shouiJ be creditor.-^ of tl'.e r.ame firm." 1 argue not so, but I argue, that .'^.'•'raviL-h, M'(iillivrays 
 and Co. may be solvnil although M'Gillivrays, 'liiair. »V Co. may iiol ; eoni.ecjuently that you may he a debtor to 
 mc, and it is my sincere btlief that siicli will j)rovc to be the ca:;e. l\\ the mean time, Iiowevcr, yon havt' the hardi- 
 hood to lay clain^. to disinterestedness and a strai^iht forward policy ; but tl'.e world, Sir, v ill judge of the crecht due 
 to the claims and prolessions of a man who cannot only coun;iel and deliberately e.^X'cute such monstrous acts of in- 
 justice, but even atteni{)t to justify them with an air of affected indignation against lliose who have suffered by theru 
 and who venture to complain. That the late firm of M'Tavish, IVI'dillivrays 1*^ Co. were insolvent on the SOtli of Novem- 
 bcr, 1822, is more than either you or I suspected t/icii, and is what I firmly disbelieve notv. I have already mention- 
 ei. that I was denied access to the books ; I, therclon am unable to refer to their contents for proofs of the correct- 
 
n'M of try opinion ; h-it I nm no Iom ccr'.ain of it, from circiimstancL^s wiHiin my knov.-lrdj'jc?. Na}', by llir very ml- 
 mission of the firm ui' M'tiillivrayn, Tliain & Co., wliidi siu'ct'od-d llic nirmL-rnrm, ni.il whose o^(pn^i^!l• nuTiiljors tl)i'n 
 prcficiiJ, yuurstlf, !i:i;l fir. Tliali), wen; tlu* partiurs mIio ik'iiici! mv access fo tli'j boak-, uinl reserved it altd .fd'AT t.i 
 yoursclviii, the prcccliriy linn was sohx'.ir, otiicrwiau M'Gillivrays, 'I'iiain & Co. wouUl not, by a ijuIjI'c advtrtisomcr.t 
 iri»iTlc<l dnriii;^ many months in all tlie Canadian ncwspapt r.'f, and dated "0th of November, lb'J2, have "assumed, 
 " and declared llieniselvcs Iia!)lc to satisfy, all the cnga;.;cnients eontracfed by iliu tlicn late (inn ol' .M'TavIsIi, IM'Oilli- 
 " vray.H li Co." I'ut.even i( it wen- in lolvont, not only am I (Vet' iVuni the blame ol'sMch in.-iolveney, but I am entitled 
 to credit for Ktreniiou:; e>;ertions to avert it ; and the fault must lie, not on mercantile nii.4i)rtune.<, of v.liieh ihc lucra- 
 tive nature of the business foibids the Kuppositinn, but on the misconduct of individuals. I have already related the 
 remonstrances I w>.4 compelled to make on the e';frnvagant manner in which the business was conducted. To this must 
 be added the profusion of some of the partners in their dinnestic expenditure batli in Canada and London — a profusion 
 wholly unsuitable to plain nu'i'chaiits, and adeetin;^ a style approaching to marniilieence. Thi.-t is o'ltorious — aiul it 
 is npially riatoriiius that jukIi profusion I by no means imitated. It is this ])r(ifu>ion wbieh pio'jubly caused Mr. 
 Thain's delit to the Fevi ral (irms of M'Tavish, iNI'diilivrays il- Co. and to their succcs.sors, atid to Sir Alexander 
 M'KcnzIe & Va}., on tlu SOih of November, IR'J.", as I luive learned from an authentic source, to nnii)unt to 
 i!)(),()lH 1v. 8./.; the Honorable William M'(;illivray's, on the 'JOth of Kovcnd)er, Ifl'JS to £2;-,W.'> 2.^. 4d., inelud- 
 iv.<; .£_"J,()')0, advancid to him, to nuet the demands on him offiis Ta ncr toncern; aiul yours, Sir, on the HOlh of 
 Novendier, IS'Jl, to jCl'J, I'jO lO.v 'm/., which on the corrc.'ii'Onilin;^ day of ll'.e foUowiiij'^ yc-r, I learn, cncrcased to 
 X.jOjOOO and upwards. Sums wiiieh, if forthcoming, wouhi certainly set a :.!;• llie (pustim of insolvency. The 
 first and last of which Rccm somewhat cv.tranrdinarily to have been incurred by such ni.tiniatrimoriial and Eclfdcny- 
 in;; pergona_:,'es us tho.se rcspectinj; whom you have stated in your memcrandutn of the L'Tlh cf Deccmlier, Ifi'J.', sub- 
 mittcil to t!ie rreditci's. *• Mr. Tliain and mysi If refrained tVom cui\tractin;,' ci;,";n,7ements fo binilu n ourselves with 
 " fumihvs, which in the case of our partners wc bad found to be a cause of increai.ed expcniX';" and may le;;d yoiir 
 creditors to in>[i:iie where was to be found the moiety of the £li)l,no() mentioned in the taivl letter as to be furnished 
 by your biolher ami yourself as your .sliares of 'he capital to be jjii.ed to that cf the Ilonora'olc IIuds(^n's Day Com- 
 pany, and what you mean when you sij^.a!. of yours and your hi olh.'r's "estate," and y<nir "capiial," and '• private 
 " fortune," — and make tlienj smile tj hear of " [)!ate " and " favorite pictures." Tridy, Sir, I am ignorant of 
 anv esl..;o except that in the lyle ol' Mull, which you, \,ho are so anxious for the (iood of the creditor.",, state to be 
 wh.iily out of their reach, — a circumstance the more to be regretted, as that estate belon,c;cd to your brother, the very 
 person to whom, by l!!e articles of our copartnership, the sole administration of the finance of our house was commit- 
 ted, and whose maiia^i^ement of them may, without violent suppo.siliaii, have had unfavorable in.fluencc on them. For 
 •;ome time iiideid, <hnin;c hi; absence in l"nj;Iand, hf sidistituted Mr. Thaia, but t'lis wa.*? contrary to the articles of 
 our assueiatiun, and, whin viewed in relation to ^lr. Thaia's enormous debt, caimot be called an " imaj^inary com- 
 plaint." And I am the more }tisti(led in supposing sucli mismanagement as a consciousness of it appears to be the 
 only obvious reason for the extraordinay eiieumstance of denying to me access to the books of the firm of which I 
 was a partner; and that on tlu; very frivolous pretext that the accounts could not be finally clo.';cd till a year or two 
 afterwards — was this any re;; icn for concealing from me the slate of past transactions? Certainly not; and, as its 
 frivolity could not have escaped the ability, (which I acknowledge, more especially. Sir, your^; ; and which in fact can- 
 not politely be refused to your frequent arrogations thereof in your correspondence with the creditors and trustees,) 
 of those who refused, viz. yourself and Mr. Thain, it becomes a matter of serious inquiry, what it wa« that wag so 
 vigilantly concealed from the most active and economical partner of the firm. 
 
8 
 
 in short, tlic po-iiion l!ut I ta'.o ii th',s :— tliat all the partners, debtors of tlic firm, should refund to it the airniint 
 of their rcsiiictivc debts, (or, in other v.-ords, cfniali/.e t!\Lir dJ)ts uilii mine,) wliieh would imniediately sliilt* the 
 pretension of insolvcnc}-, and lliat tlicn the books sliould bo ...'libitcd, eaeh partner's aecount eurreiit made out, and 
 a balance struck — i,Iiould tliis be dor.e, I iecl coiiIldLiit lliat a liand.souie sum of money Mould be at my disposal — 
 over and abn-e tbc sum you sixy, yen niul Mr. Thaln " imprudently cno\iyb " advanced me. What imprudence there 
 could be in this, I cannot conceive, unless you, Sir, consider it imprudent to introduce into your lino of conduct tho 
 system of rendering to every one his due. ^ 
 
 Indeed, you, in your last leticr, would have it believed that I wiih to divert my creditors from the pursuit of my- 
 «c!f to tbc chase of "you," and you have illustrated this alledged attempt by an elegant simile; but after the facts 
 I Iiavc stated, I trust it will be seen that far from throwing " n tub to the xvhalc" my object is to direct the harpooncrs 
 to the xvlialr, whieli so ostentatiously .<w;K//7;.'y now, may afford hereafter a very competent quantity oi' Lluhlicr. 
 
 " You, it is true, observe, " tb'it if any <>f these ;.entlemeii (itieaning mo and others of tiie same opinion) could 
 " discover a surplus of assets belonging to the firm, and any at'empt, on my part, to retain for my own benefit more 
 " than my due share of the same, it v.ould, I admit, afford just cause of complaint on tlicir part against mc," — which 
 is certainly a ••cry candid fidmission, and the more meritorio.ss as the principle it contains is far from being obvious, 
 since, w'lhout it, it never could have been conjectured tliat to commit a fraud would be improper. Now, Sir, I am at 
 a loss to know what due .'here you have a right jo retain of tin- assets of a firm )ou allidge to bo insolvent. Neither 
 can I accept your defiance to discover such " surplus (.('assets;" for, though it would be imprudent in mc, without 
 conclusive evidence, or at least strong grounds, to cast on you siieli imputation, yet I would generally and abstract- 
 edly observe, that such a cluillenge might be safely given, inasnuieh as sums of money may be spent, cspecialU in 
 tho speculative region of London, and be tlierefore no I'.s'jet:;. — or pro]ierty niay be disjiosed of where it ciu.not easily 
 be found, — or money may be di'posited where it may not bo suipecleii to be, anduhieli it may therefore be very dllli- 
 cult " to discover." 
 
 But you may !akc r. more cfTectuai r.innner of convincing your creditors, that all your property and that of the 
 firm's have been f.iirly surrendered, than your reiterated assertions, and at once relieve yourself from your earnest 
 anxi !y to produce conviction on that head, by cauFing a coiumission of bankruptcy t(/ be taken out against you, 
 when your oatli must satisfy the most incredulous, (if any liiere are wlio are not yet thoroughly convinced by your 
 assertions,) that you have, at least, given up all the present assets, tliougb tbc nature of your linancial conduct be- 
 fore tlic dissolution of the firm must remain to me and oilicrs a secret, until the lir.oks, so long concealed from mis be 
 exhibited. And, indeed, considering how often you have in your correspondence observed how much trouble you 
 have had, and how much injudicious opposition you have experienced, and bov,- ill-recjuited have been your elForts to 
 r.cttle the estate itir the bcnciit of the creditors, and how a con;niission of baiikruj)lcy would d(.li\(ryou from those 
 grievances, i led somewhat surprised that you have not adopted it. 
 
 This suggestion, however, may be treated by you as a spicies of insole nt 'nsurrection against n sort of imperial autho- 
 rity with which you seem to have invested yourself, (the title to which J in vain seek to discover) — an authority which, 
 exercised in a thousand minor instances, broke out with grcati.r ctlAt in your rtfusal to mc access to the books of a 
 firm of which I •.\as a parlner, and reached its liiglict briliiancy in tiiat unauthorised ncgocialion wheieby you procur- 
 ed for yourself and, with '^fraternal paitialittj,'' for your brother, and symj)atheiic feeling with your bosom friend 
 Mr. Eilice, those advantages which justly belonged to nil the purlners oi' the North We^t Company, of M'TavisIi, 
 M'GiUivrrys & Co. and of Sir Alexander M'Kenzie and Co. — (the transaction having taken place during their co- 
 partnerships, and respecting tlu !r interests and property ;) and you consldend it no assumption to stijjulatc that, 
 
^ 
 
 llic airniint 
 ! slifle ibc 
 !o out, and 
 disposal — 
 k'lice there 
 :onduL't ihu 
 
 suit of my- 
 thc facts 
 
 hnrpooncn 
 hbcr. 
 
 lion) could 
 iicfit more 
 ^" — which 
 ig obvious, 
 ir, I am at 
 . Ncitiier 
 ic, vitlioiit 
 J ahsiriicf- 
 pccial!) in 
 unot easily 
 
 • VtTV (Klll- 
 
 hat of the 
 ur earnest 
 ainst you, 
 (1 by your 
 )nduit hc- 
 [)m me, he 
 ouhic you 
 
 • efforts to 
 roni those 
 
 •ial auihn- 
 ity wliicli, 
 )ooks of n 
 )u procur- 
 ioiu friend 
 M'Tavis'.i, 
 their co- 
 llate that, 
 
 9 
 
 nftrr the Inpsn of fourteen years, the share or interest you ar.signcd to mc in the Hudson's Bay Company, should re- 
 vert to you and your hnithcr, utterly forgetting that the shares acquired ia that Company by you both, and Mr. 
 r.llico, were procured liy means of the urdividcd slock of the North West Company, (and of il;e other firms,) in 
 whi(!» I hn 1 a propoitionate permanent |)i()[)irty, and in the iirnvovcd value of which, wlien transferred to the Hud- 
 son's Uay Company, 1 had tliereiore a similar intcrcft. And tlii.i you did, wliolly dliregaidiiig tlie circuniotanee tli.'it 
 I had lar<7ly participated in the toil, and coii^ibuted to the treasure that brought about t!ie coaiition, and tliat tlio 
 liharcs wliicli you reserved to yourself ai;d hrotlicr and P.Ir. ICiiice, as au iiulcnmification for the cesiatio i of commis- 
 fiions i'l tlio London Houses, INI'Tavi^li, I''r;! ;ei <i- Co., and In^di-?, Mliicc & Co., belonged t) all Lliosc who had been 
 C{)n.'erficd in those houses, and, amoi;qst otlurs to me. And tlicsc a. Ivantajjes you prv;eurtd by representing your- 
 Belf and your brollier tlie j;reate.st ca;)itali-ti ill tlie Nort'i We-it Comjiany, w!uM), in fact, oivinjj to the larijo sums 
 you hnd drawn out, y.ni liad llieii no capital wiiafever, biito:i li'j contrary were iar'.';ely indebted to t'.ie concern. 
 
 I'he tinsel curt. .in 1)1. Kind \\Iiie!i \ lu have placed yiiur piTsou and act i mis, I raise v.illi reluctance, but I have 
 b-eti fuced (o it by v>ur aceu^alion tiiat I, by setliii^ up " iin,i;;iiiary ciairas," or i)revei.tiiig sonic creditors from 
 j^ivini; t'ircet to your a; raiv^i'inent;, and liy the interposillcm of iinpediuunN and delays, lujpe to " cx!(,rt " some com- 
 |)v».iit.i()n out of my claim on (lie Hudson's Hay share as.vi'^ned to nie, \-.lii'.h you maintain belongs to the creditors, 
 and wliieh you h:.>e, uilh :)Ut my aulhority, actually aKM^aed owr to yoiii' own creditors. 
 
 Tliat that acciisation is inanifeslly i\i'.--c mast be evident from tho ei!;iNiderali.)ii, tiiat litiwcvcr gniUless I have 
 been of the cmbarrassin'-Tits of tlie (irm, ai.d ilo^•.■e^■ll• 1 may have c '.. r!.d inysell' to uvi rt tlieiii, yet I am responsible 
 for all its debts, atul tlurjt'i/re by no means stand in that cjinniandinj; utiiuide tliat would countenance an attempt to 
 ••extort." No, the plain fact is this : I did every thing in my power to cause the business of the company to be 
 rondn(;[ed with propiic ty jnd economy — the fur Irad.e was a prospero.is one, and contained in it no seeds of insol- 
 vency. You have declared the firm insolvenl I'our years after its d;ss,)!i;tion ! a:;d alter ha\ing, by the assumption of 
 jt> debts imjiliui'y aeknow !ed;;ed its solvency,— an.d iKlin^MKbarred from access to the books of aeeount, (which this 
 IDth day of June, lS-7, has been again denied to nie by y(mr 'I'mstees though notarially dinianded,) I am prevented 
 from fully demonstrating whellier it is in.olvent, or, if so, what have been the causes of its insolvency : whether, 
 (which I cannot believe.) it arose from las<e^ ia (he tradu', or from the cxtravagmee of aay of the partners; or from 
 employing its funils in speetdatiiuis forei::;:i t) the business and uakuo^vii to any of llie other partners; or from 
 loao'i to support the sinking credit of other haases. I rei)ear, I cum it venture tJ s;iy to wlileh of these 
 rau ;rs is due the allcdged insolvency; but itv.iil lie allowed by every reasonable man that I have a right to suspect 
 that there has li'cn s.imething culpa'ole in t!ie conduct ci'tluse [)artners who denieil me access to tlie books; other- 
 wise they would not have been concealed fiom me. 
 
 With a view then to the ehieidation nf the c o'oseurc transactions, I have instituted a suit at law, in the Court of 
 King's Dench here, against the rcprescntativ.v; of such partners of the late firm of M''i"avish, i\l'(iillivrays & Co. as 
 Lad assumed to them, elves t!ie direcLian ol' the finance, to com])el them to render me that account whieh they 
 have so long refused to my solicit. itions, — the result of which will, I feel confiilent, show to the world the real state 
 of the aff.iirs res])ecting 'hich you have written so plausibly; ami this I have done, fearless of that menace which 
 has imprudently denounced my brother's proceedings in the same court as "rather hazardous to himself." But I trust. 
 Sir, that my conduct wilt r.ot suffer by a comparison with yours; for I have not let the creditors down by an imper- 
 ceptible declivity irom the hope of twenty shillings in the pound to an eager anxiety to procure twelve shillings and 
 •Ixpencc, nor have I called upoa them tu surrender their private judgment, and trust implicitly to me, arrogating to 
 
10 
 
 „,Vfielf " intense application," giving shrewd hints that I am po.,c,secl of colossal nhility, and finally mcnanns thnm 
 .. with a commission of hankruptcy," «' the Court of Chancery," the " glorious uncertainty of the law on par.ncrsh.p 
 <• ducstions," and " the intricacy of conflicting interests in these concerns." 
 
 niu» far. Sir. a proper' respect for my own character has compelle.l n,o rolMCtantly to ^>>irnudvcrt upon your letter 
 of the 2r,th of February last, addressed to the creditors of M'Tavish. M'Gillivrays & Co. and M'Gdhvrays, 1 ham & .o. 
 nnd rebut your calumnious imputation on nu.. of an attempt to '• exto,^-un attempt that my consc.ence «at.shes 
 me I have never made, and which my fellow citizens, au.ong whom 1 have .o long resided, wdl re.,mre .omcthmg. 
 more than your assertion to believf; respectinii, 
 
 Si I 
 
 Your obedient Servant, 
 
 II. MACKENZIE 
 
 1 
 
 3 
 
i<» thnm 
 ncrshij> 
 
 T 
 
 ur letter 
 n & Co. 
 tsat isiioa 
 niL'thiiig. 
 
 APFEI^DIJC, 
 
 ^IK. 
 
 Dear Sirs, 
 
 Furore tbr dcpnrf.iro of a lt;o(lin;^ partner {'^'Ay. :\I'1.c;k1) permit mc hriefly to i.lifr, that all traiis- 
 nrlions mwn btisincss sim\< last autumn, by our iihscf.t piirtntrs. h:\\c not been duly made known to mc ;— that in 
 course of tbc winter, ncgociations were actually entered into nitb our opponents, (the Karl of S'jikirk, &c.,) even 
 through the medium of stran-crs, iu whieh I liad no voice :—tliul oiliers were actually entered into and concluded 
 will) my own brother, Donald Mackenzie, without due notice: and 1 have reason to i)resume, that commiinicatiohs 
 are now in Corwardney^ to wintering partners to which I am not made riivy. In short, gentlemen., it is obvious that 
 many of the niuM imiiori.mt transactions of our establishment aie. and have been, carried on without my knowledge, 
 and likely so to continue ;— with the intention. therLforc, to avoid the rock upon wliich some of my predecessors 
 split, (I allude lo Sir Aleyandcr M'Ken/.ie and Mr. Ilaih.WLli,) I do hereby ,u;ive you due notice, that in all and 
 every the i)ast as well as tiie fhturc transactions made ami entered into without my knowledge and approbation it shall 
 remaia optional with me either to abide or not by the result. 
 
 I aj-.i, 
 
 To McfSTs. William M'Oillivray, 
 ArehJ. Norman M'Leod, 
 Thomas Thain, and I 
 
 John M-Tavish, J 
 
 I 
 
 Dear Sirs, 
 
 Your most obedient humble Servant, 
 
 II. MACKENZIE. 
 
 PHF-SENT. 
 
 B 
 
 r.xTn\cTS FROM THK tb\r,iTlON AUTicT.r'^. ov ropAnTNrnsnTp nrrwrFN tiif, tioNoaAm.R iiudson-s uav com- 
 
 I'ANY AND NOltTH WKST COMl'ANY. 
 
 " This indenture made the 2()th day of March, 1821, between the Govcmot and Company of Advcntnrera ofEng- 
 •• land, trading into the Hudson's 15ay, of the fir.-,! part, and William M'Gillivray, of Montreal, in the Province of Lower 
 " Canada, Esiiuirc, Simon M'Gilliviuy, of Suffolk Lane, in the City of London, Merchant, and Edward EUice, of Spring 
 
'^ 
 
 1!2 
 
 " Onrdons, in tTic Coiirty nf MicTfllc^Px, of the prrorrl pnit. Whrrrrs, thr j^ovprror and conipnny Iiavc for mnnj year. Inst 
 " yinsf rai.'.'f! rii a roiis'uk'KiliIj tnu'c in the pijrcl.asii;;; unl n 4.'(.ivii;g \.y \\:iy c!" biTtrr. tins, pchiici*, jiru! other nrticlcs 
 " fr()?)i llie Irdijns in Nortli AiDcrica, iis wt'll v.i;!ilii Iho t(;rrit()ry griinlid by llic (.li;iiti.'r ai ilie K.k\ ^oviriior ;;i;(l coiiU'.a- 
 " ny, as in cti'tT i).iits of Norili Aintrici. And v.hcir.'is, undir or l;y viiliu; ofiiii ti;,nt t'liiint, htuiir.g diitc the ."jlh d.iy 
 " of N()V(>!i^her, lliiH; iiud riiiMK- or (.'X|)icss('d to In; iiuidc l)t ;»• ecu thi- ^:(■\(^;d ['iiiliL,-; tlicrtiu naDHd iind n'cnli!.! '.cl lit 
 " lie I lie jMilicb tiin coriipcsii:;.^ l\:v cv.v.)\y,v)y, orcoMreni t radii /; to llii' NcmIi V\ i sf or IndiaiiC'omilryi and tlii;lin;.;!:i. lu tl 
 " by the name of flie Old Nortli Wcit (Company of tiio one purr, mid i-i-vtral pir.siin.i lhii\iii i.anifd i,iid mciiiioned to 
 " I)c> tlu; fiarlnrrs in thu cornpuTiy ihcii tradin'^ to lh;'No;'th \V'c.u or ln<liaii ('niiiilry, (!i.;iiiimiislin.l by the name of t!:c 
 " New Narth \\'csl Company of the oilier ) ait. 'flu; saiil Old and Ntvv Nortli We.-t Con panics hefaiao united, -.iKd 
 " in coi!!;o(i!ien("j of that union, t!;e said parlies I.ento of the .-^eoi-.d pan li ;;itl ir v.iili the oll.ir p.ersoii.s, Jii'j now 
 " {;nr;af:eil ill c'oj'artner.slap ill eairyinj' on a trade in puriliasin!^ and i\cii\i;;,' Uy \...yy, ha.d!-, iiirs, prlfvies, iuiiJ 
 " otiior nrlielcs (i( in the Indians in l.Ypir and I.c.wr Cai^.c'.a, j nii in eli;i i parts (I jN< illi Anuiiea, in or iiiuler the 
 " name or (inn cf the North We-t Cornp.any. And uherea.--, in eons'.Mjuinee of the eoidiieiini; inti rests of tiio said 
 " j: >\ernor and eiarpa.ny and ll.e sai-.l N'lUth West C'jrnpai y, Naiicns ei.pnlis have aiisiii htiv.tdi liani, ter.dinj; to 
 " the nia-.iifest irjnrj' of belli jnuii. s. j:nd in order to ;;void the < ( ca :,,n i i suih |■i^pn!^^, and l.ir (he purpose of pro- 
 " inotin,;; tlicir mntiial iiitcres' ;, it halh lieen i!i;rred upon hdnn'ii th.i' said pait!r> IuilIo, that the said trade thai), 
 " horn the pciied her( after in tlat behalf nienlioned, be can ltd on exili!siv<l_\ by and in the name o( the said gover- 
 *' luir and cenipary and their siKvcssors, for llie time, ai'd under tl:e terms lureallcr nientici.ed. And the said par- 
 " tii.s hereto oi' the vr,-';,-;./ p ,■,•/, a ■'/ > arc the p ■nrtiis cn'.ilit.l lo ll;c yr;\i\'r j> :rl nf tiir C!tu!iil •J'lhr mi id N-.riU IVixt C'l,;*?- 
 " peny, linxc ainccil t> oiiir in hi lie comniiil.s /i(rci:/.t r ci.iilni.r l sn K.ur^ i.: t-iu!i 7:11111 kit, us to he IiimikI joiiitlv end sc- 
 " Vt'xi'.!;/, a\ n ///hr //v h.-.v, Av ,•■ ns jor all oilier pry-'Dii.^- n-li:) arc i-currmiil ar iiili rrslid in tin' said Xart/t U'cU Coivpuvj 
 " and tfi." trade tlii'ri'i'f, and otiii r^'. ise, as hen tofore is nientioneil in respcet lo the en^a;,einiiils hereby made uiui 
 " the s lid ;:nvernor and eompany at d tht'ir sneeessors." 
 
 1st — 'I'hat (he trade v.itli llic li'.tiians heretnfoii" carried on h}' tlir ,';'ner;;(ir and eoirjiany and NorlhWcst Cornjiny, 
 sliall, fur thi' space cl'J! yi ais, eoinineneiijj; \\ ilh thr 01 f;;t i.l' 1;.'2I, and ending with the out (it and returns of i81J, 
 be earned on by the said ;^fO\('iner and company exe!iisi\i le. 
 
 .h! — Capilal stcjk aid (aitl.t to consist ot'the sti.ih en har.d c fboi'i ecu paries, < n l^t June, If^lil, Ac. ^r. 
 ICll: — >' 'i hat the e!(.;;r j.ai: - and [irctits aiisirg lieni tl c ^: ^d c ni 1 : n .-fall hi' du.'i'id into KM) ci^ual Kiiaixs, ;'fd 
 " ;h;»ll l!( ill J', to ll.e parlies i' lli.v.ii '_■■, |tl'at is to sav,) 'JO r f tin' -aid >l,ansslaill bilong to ilic saiil p,ovirnor and ei'in- 
 " puny and ihu'r sueee.-si rs ; *i(l (il.trs of the said shares shall ix h n;,' to tlii' parties iiiiito of tl.e second jiait, their 
 "tNceutois and adininislrntcrs ; '() oiliirs cit li;e said slaiis .h.all heh 1 :; to sntli peisci s as shall Ireni liino lo time', 
 *' be, by the said !i;(iv(rnor and e( in|:any or ihiir sneeeisi i:-, : j [ ( intiii (hiti 'aeli i> and (h.el traders lor coneliieting 
 " the said tiade in the interior ol North America, and tosnth ])< isrns as shall huiai'tit he ai)ptii tid to succeed llicm, 
 " it bein_L: the true intent and meaning of tlie [Kutiis liirito, that tl^e :..iid l.ist mentioned shaies shall al«a}.s be aji- 
 *' p,r(ipr;;';e(! as a rimnrcrution to ll.e persons aetnally enphr'^id in C(n!n(tiig ih.i' trade in N(.tt!i America, or as ix 
 " temporary provisicn for persons relirirg (re in such actual th'plo\ n < ; t. J'k \ i<'k1 il.at as i (ten as there bhuil be any 
 '' Iciss ujion tlie retiiins <it "y oi:e 3ear, tirly t(,iial <-re I. in clrcc^ih ;1 aus i I'm ch h .••s .-lall be set <(! (rem and n.ac'c 
 " gord cut of ll'.e said A .larcs, ^o to be i\\ prr| liated as ah it saic', il e ; ; ii s ai d | m (its aiisii g lie in the trade of the 
 " said eoi (( in, in the < n.-cii g \< ar er yta.rs, ni.til nu h AV A aus ( 1 ti tal h .•■:, ;1 ail i a\e fi.ily hi en 11 aile good, aid the 
 " apprrj I la i ion ef .'■ntii -lO f 1 all be iciidated i.cK idii g to tie | nxihie is ii tt 1 t'( d to he < < 1 tain d in a Deed Poil al- 
 *' ready pK posed ai d crgrosf-id, aid iniei red lo bear evi 11 ('ate v, iih lli i j. ceils, :id to l;e 111 der the con;nion 
 *' seal i;f the sa'd govcrncr ard ccn-pany. live shares <:(' the said A a.us rehjiet lo a like proviso for Ketting o(f tind 
 " inal.il g good thereout .'j ccjiial oi:e Imndrechh -l.aies < f tec h t( lal less as alt ii said, shall hi !i ig to the said governor 
 *' and conipany ir ll.iir su(eess<;rs. in order to carry into efict certain airai gtincnts lo be l>y ll.cm made wiih the rc- 
 " prt'scntatives of the late Karl of Selkiik, deceased : 5 others ol'th.e said shares subject lo a like proviso for seltiiif; 
 " off aid making goi d thereout B c<;ual ore hundiedth s-haris of mih total loss as aforesaid, shall belong to the said 
 "Simon M'(jilliviav and IMward I-lliee, their executors atul adiniidstiator^, as a (:<i>in>ciis<tlinn /or the cmotnments 
 •' hcrrfnfore misivrr from the nnfjicy rnid ct.vnhissiou.i in London, on account of the said Noith West Company which 
 " agency and conimissiiins, will bo lost by their respective ceninereitd istablishn.ents, in c<.i seCjUencc of tin's agrcc- 
 *' nient — aid for »iliie!i 5 shares the receipts of tlie said Siineii !M'(iillivray, and of the survivor of them, and the exe- 
 " cutor or jidniinistrater ofsuth survivor, shall bo from time to time etfectuai diseliaiges to the said governor and coni- 
 " pacy and llicir successors. Ai-d ihc rciuainiiij; 10 of the said liliuics bimil; as to ihu unu iiiuiely thereof, bciutig to 
 
 
18 
 
 '• tof- s.r.i g,>vf!rnor <iik1 co;r\;).i'"ry an(J tlitir tuiccc:.'".0M ; an;l ar. f : I'-.r, r/.hcr rn'.icty ihrraof, to I'lS sa.'d par!iu3 prthn 
 '■ s.vMi.d [>arl, their exccutori or adminiiJratOi's, tubj'.'ut to the provisions htroaftcr cotiluincd, cocccrniry the EaiJ le- 
 " inaiiiing 10 sIi.hts. 
 
 • " '2.5l.h — Ttiut iiotwilhstiiiKlinf^ any t'linfj lierctoforc cantMiu d, all interest v.liicli may be pnyahle to the said par- 
 '' tics licrtto of the second part, thvir (.xocutursi or atliniiiistrcUors, under tlie pruvisiTD.i a^jrc^i-iiil, in respect of their 
 " shares of the capital, and also those 'JO shares of the clear fjains and profit-, which it is herein before a^jreod, shall 
 " bc.ong to the said parties liercio of tlie second part, their execul.nrs or adniiiiistratorr., j^eneraily, or any part of the 
 " said interests and .-hares may, from lotime, be retained and applied by the said governor and company or tlieir suc- 
 " cossors, for the purpose of aatisfyinj;- an}' deficiency which l)y reason of the previinis lossc; or neglect to bring in 
 " one lialf such advance as afurcsaid, or otherwise there may then be in tlie i;!iare oi" hlic said parlies of the second 
 " part, their executor or administrators, ia tiie capital stock of the said concern, together wil'a any interest tiiat may 
 " be payable in lespcct of such deficiency. 
 
 " 2(>t.h — That notwithstanding any tiling herct:)forc contained, lhni;e 10 shares of ihc snid clenr gains and profits 
 " which it is heretofore agreed, shall, as the one moiety tlieren", beloKg \o the said g^iveriior and company and their 
 " s.icei:.;sora, and as to the other moiety thereof, to the said parlieii hereto of the slhoi. i pari, tiicir executors or adr,ii- 
 " ni.;tralors siiall, fioni time to time, be invested i)y the said govi.Tnor and company and their successors, in their names, 
 " ill tlie parliamentary stocks or public funds o( (^re.'it Uritain, or upon government seciritics in England, which may 
 " be varied from time to time, at their discretion, nnd the said jnivernor and company and their s'.u'cessors, shall stand 
 '■ possessed of such stocks, funds and securities, and the dividend.. a;.d ai;nu.d produce s'lall become due, to divide tho 
 '• same into two e(]ual shares, and to retain one of such sliares for iheir cu n use, and to pay the other of <.iK'.h shares 
 '■ to the said parties liereto of the second j>a!t, their executors or administrator ;. And upon further truU, at 
 ' the final winding uj^ and closing of the said concern, to divide the uaid slocks, fui.ds, and securities, into two equal 
 '■ shares, and to retain one ef such shares for the use of the said gjverotr and co;npiny or their sut'ccfjsors, and to 
 '• transfer tho other of sut'li shares to the said parties hereto, of liie second |)art, tlul; executors or administrators, 
 " provide i. nevertheless, that the said governor and company and their successors, shall, at any time or times during 
 " the continuance of the said concern, be at liberty to apply all or aiiy p:>it of the said stocks, funds and securities, or 
 " of the dividends and animal produce thereof, in the increase of" the capital stocI( of the said concern, or in sujipiying 
 •• any deficiency thereof", to be occasioned by losses — provided also, that (he sliare of the si'.id parties hereto, of the 
 " sia'ond part, their executors or administrator.-, in the siid stock-;, funds and secdrities, and the dividends and annual 
 •' prodnce thereof shall, from lime to time, be liable to satisly such deficiency and such interest, for the salisf^ying of 
 '• winch, tiu> .said 'JO shares of" the saiil parties hereto, of the second part, their esecutors mid administrators ( f the said 
 " clenr gains and profits, together with intere.-t, payalile as afrrt said, and hereinljcfoio uuiliorised to be retained 
 '• ;fi 1 ipplied as aforesaid. And shall, also, from time to time, be liable to satisfy the said governor and company and 
 " tlifar successors, all daimiges to l)e occasioni'd to them by reas;)n of the breach of any of thv covciants herein cn- 
 '• tcred into by the said parties hereto, of" the second part, and that such disposition iruiy l.'C made of the sad stocks, 
 •■ ftr-.ds and securities, dividends and animal proiluce. as may be necessary or proper i'ur an.-;Aering the above purjios- 
 " es, or any of thcr:i. 
 
 '• 37th — That in the event, and notwithstanding the death, bankruptcy or insolvency of all or any of the said par- 
 '• tre.s hereto, of the second |)art, and notwithstanding anv other cau-.i', matter, or thing, \\tiat-;oever, neither the share 
 " of tne said parties hereto, of the second part, thtir executors or admiiiistralors in the capilid stotlc, drhls, and efl'ect-i 
 •• jf tile said concern, or in the aforesaid stocks, f"un.ls, and .securities, nor any other monies w property which may bo 
 '' payable or belong to the said parlies, of the sfond part, their executors or administrators, in respect of the said 
 " concern, nor any part of the said share, monies or proj)crty respectively, other than such share of the said parties 
 '• hereto, of the second part, their executors or administrators, in the interest and in the s.iid gains and profits, and in 
 '' the di' ic, .ids and annual produce of the said stocks, funds, and sciiritie.-, as is to be paid under tlu provisions afore- 
 " fuid, shall be drawn out of the said concern, during the continuance thereof. 
 
 At2'\ — Parties of the second part, bound to save, defend, keep harmless, a. id iuilemnil^v the governor and com- 
 p.ipy against all claims and demands, evils, damages and losses, occasioned by persons not concerned in present ar- 
 rangcnients. 
 
 4t5d — And not oppose, dispute, or interfere with the rights and privileges conveyed by the II. B. charter, but con- 
 cur and a.'isent in any application for defining and securing the same.' 
 
u 
 
 \\h:;rcaj William M'Giilivray, Simon ^^'GiIliv^ay, Archibald Normin M'LooJ, Thomis TTiain, John MTavish, 
 and Henry Mnckenzic, did consent and agroo to coritinii.? ynd carry on trade ns copartners in the business heretofore 
 carried on by the late firm of M'Tavish, M'Ciiliivrays & Co. in all matters in which they were in any wise interested oi 
 concerned : — And also in all other matters which the said parties thereto might thereafter see fit to tindertalce or to be 
 onccrncd in during the period of nine years, comnicncinj,' on the 1st (hiy ol December, 1 bl 3, under the firm ot" 
 M Tavish, M'Ciillivrays i"4r Co., and endin>» on tlu; liOth ilay ol' N'ovemher. IS'22. 
 
 And wherea:) it was also agreed, amongst other stipulations set fo'th in the said agreement, that on or before the 
 I^Olh day of November, 1S2C), the respective parties should require from the others a distinct and explicit avowal of 
 tiieir intention in regard of renewing and continuing the articles of copartnership, or winding up the concern, as the 
 case might require. 
 
 And whereas, on the 'JHth day of iSrarch last past, tl»e said William M'Gillivray and Simon M'Gillivray, conjoint- 
 ly with Kdward Kliiceoftlic city of London, merchant, did, without the knowledge of the undersigned, enter into 
 an agreement with the Hudson's Bay (!ompany, wherein tluy, upon their own responsibility, undertook to assign over 
 t.> the said Hudson's Bay ("ompany all the stock in the trade earned on by the said tirni, and others concerned, in the 
 Indian Territories, on the first day of .June last past. 
 
 And whereas the said .lohn M'Tavisli did, in the autumn of the year 1818, retire from the said concern hv mutual 
 consent; and the said .\rchibald Norman .VrLeod also retired therefrom in either the month of !May or June last past ; 
 and the said William .M'Gillivray and Thnnins Thain entered into copartnership under the firm of Sweer.-ys & Co., in the 
 niDuth of March last past, and into a variety of other concerns in their own names and on their own behalf; and thus the 
 said parlies have withdrawn themselves from our said firm save and except the said Henry IVIackcnzie. Now, therefore, 
 public notice is hereby given, that the said copartnership will not, a(;cording to the articles thereof, cease and expire 
 before the 30th day of November, IS'J'J; and all persons having claims or demands on the said copartnership, or on 
 the North West Company, or agents thereof, are hereby notitied to make the sar:e, on or before the aforesaid dav of 
 November, 1H'J2, to receive and adjust which tiie undersigned will henceforth give his attendance at the counting- 
 house of the said concerns every day from the liours of ten to three o'clock, Sundays and holidays excepted. 
 
 Montreal, 1 5th November, 9 R M 
 
 n. MACKENZIE. 
 
 D 
 
 G< Nrr.RMRN, Montreal, Ifith Novcmbrr, Ifi21. 
 
 Common prudence dictated to me the reiterated objections occasionally made by me against 
 nnny transactions of our partnership which took place without my previous knowledge and concurrence, and from the 
 recent, actual, serious, and uncommon proceedings threatened to be carried into effect, (at a period too when the 
 books and accounts are not adjusted,) I am now more than ever urged to inform you once for all, that I shall imtne- 
 (Jiately and hereafter resist every extraordiii.ary measure taken, or innovation made, regarding our partnership afiuirs, 
 without my express sanction and authority first had and obtained, — and I hereby revoke and annul all and every pow- 
 er I may have given {since the articles of copartnership) to any of the partners jointly or severally to transact any 
 
 pi»rt of the buiiness. 
 
 1 have the honor to be, 
 
 Gcntllemen, 
 
 Yuur must obedient humble Servant, 
 
 H. MACKKNZIE. 
 
 To the Ilonor.iblc William M'Gillivray, "\ 
 Simon M'Gillivray f 
 
 Archd. Norman M'Leod, and 
 Thoinai Thain, 
 
 i 
 
 ,' Kiquircs. 
 
15 
 
 J 
 
 rHr>rRST AT REQOESr OP VhV. HONOHAaiiK (TIMilAM MT.ILLIVRAY, SIMON M'r.ni^rVRAY, AND THOMAS THAIN, 
 
 USQUIRES, AGAINST HENRY MAf.'i;iiNZn;, KSQUinU 
 
 Wlierens, by certain articles of r^ -cement made and entered into, and bearing date, at Montrccil, the first day of 
 November, one tbousaiid eight hundred and fourteen, the Honorable William NI'Giilivray, of Montrcsil, aforesaid, 
 mercliaiU, Simon M'Ciillivray, of London, merchant, Archibald Norm.in M'Lcod, Thomas Tliain, John M'Tavish and 
 Henry Mackenzie, all of Montreal, aforesaid, merchantH, did enter into copartnership to carry on trade as merchants, 
 and as agents for the North West Company, under certain stipulations and conditions, set forth in the said articles of 
 nt5reement, which are hereby referred to, and among other things it was specially provided and agrcct : — That the 
 said William iM'Ciillivray should "conduct and manage the correspondence and Finance Department, and with such 
 assistance as he might require (t-om any of hi<5 said partners, should superintend the general business of the concern: 
 and that the said William M'Gillivray reserved to himself the right in case he should at any time find that the affairs 
 of the sai'l :;. nccrn would admit of his absence from Canada so to absent himself accordingly ; and that save and ex- 
 cept the said William M'(;illivray, and also the said Thomas Thain (who s(» long as he should continue to bold the si- 
 tuation of agent of Sir Alexander M'Kenzie and Co.) should not be recjuired to assume the management of any depart- 
 ment unless the same should be in some manner connected with the agency of the North West Company, it should 
 he at the option and disposal of the majority of the said concern to employ any of the said partners, and also the said 
 Thomas Tliain, in the event of his rclincpiishing the said agency of the said Alexander M'Kenzie and Co. in any man- 
 ner or in any business, which might be deemed most conducive to the general benefit of the said concern, and that cer- 
 tain of the said partners of the said concern or firm should be entitled to draw from out of the funds of the said concern,, 
 in eacli year, certain sums of money, and no more, in order to meet their several personal expenses." — And whereas-, 
 by an indenture, bearing date the twenty sixth day of March last past, and made between the Governor and Company 
 of Adventurers of Kngland, trading into Iludson'si Hay, of the first part, and the said William M'Gillivray and Simon 
 M'(iillivray, and Edward Ellice, of Spring (iarden. in the County of Middlesex, Esquire, of the second part, it wa» 
 amongst other things agreed and provided, (hat the trade heretofore carried on by the said Governor and Company and 
 the said North West (Company respectively, should, for the space of twenty one years, commencing with the outfit of 
 the year one thousand eight hundred and twenty one, (but subject to the terms therein containedj) be carried on by 
 and in the name of the said Governor and Company and their successors, exclusively. — And whereas, the said indenture 
 and the terms and conditions therein contained, have been ratified and confirmed by the said North West Company, 
 and also by the partners of the said concern or firm of M'Tavish, M'Gillivrays & Co., and the arrangements provided 
 for by the saiif indenture, have in a great measure been carried into effect, and consequently the said North West 
 Company has ceased to exist as a separate body, and the wintering jiartners thereof have, under the provisions con- 
 tained in the said indenture, been appointed chief factors and chief traders, and as sucli, have become entitled to cer- 
 tain shares of tha clear gains and profits arising from the said trade, so to be carried on as aforesaid, by and in the 
 name of the said (Jovernor and Company, and the said agency of the said North West Company, and also the said agen- 
 cy of Sir Alexander M'Kenzie & Co., have ceased and determined, except as in so far as regards to setth'ng and clos- 
 ing the accounts of the outfit of the sa'ui North West Company fi)r the year one thousand eight hundred and twenty, 
 which !s the last outfit made or to be made by the said North West Company. And whereas, the business and trans- 
 actions carried on by the said house or finu of M'Tavish, M'Ciillivrays & Co., under their said articles of copartnershij) 
 have principally depended upon and been confined t.) the said agency of the said North West Company, and the said 
 agency having ceased and determined as aforesaid, the said business and transactions of the said house or firm as con- 
 nected witli the same, must also cease and determine with the close of the said accounts of the said outfit of the year 
 one thousand eight hundred and twenty. And whereas, the said Archibald Norman M'Leod and the said John 
 M'Tavish have retired from the said firm" or copartnershi|) of M'Tavish, M'Gillivray it Co., and the undersigned, the 
 majority of the remaining partners thereof, deem it necessary and requisite from henceforward until the termination of 
 the said copartnership of M'Tavish, M'Gillivrays Sc Co. to confine their transactions solely to the completing and car- 
 rying into effect the said indenture and the said arrangements so made as aforesaid, with the said (Jovernor and Com- 
 pany, and winding up, settling and rcali/.ing the accounts and affair.? of the said firm or copartner: iiip of M'Tavish, 
 M'Gillivray & Co. ; and for these purposes it is considered expedient tliat the said William Af'Clillivray and the said Si- 
 woo M'Gillivray should proceed to England forthwith, and that the said Thomas Thain shall, during their absence. 
 
16 
 
 h" i»n*rii.\^f>i v,*i:,h C<a X!ip,-rint<^ii;Lincr! and m'!n"-;;r.'n:Ml o*ttjo ^^jucral bmiii.Mi ofdi.'^ sxi.l r.TicJrrj or "-m ri" ?'''r.i- 
 viiih, M'(»ili:'.'my.'i ^v (■('.. i > a l'.liti.).» t.i llv ii;: i.iuci jukI hcc min.i, of \vliu;li, siniJo th;» loM.'.iin.'^iit. oi'tlm siiicl Ju'.iii 
 •M'Tuvi-th; lip, tlij biilil TlioiiMi Tiuiii lu3 had tliu cliuryc, uiuIlt tlit; goiiL'i-al supfiriiitendKnce of llio suid William 
 M'Gillivniy. 
 
 Pirst — It is tlicrcfore accordinfjiy aj^ro^d nnd risolved, that the Biid hoiiso or tirm of M'Tavish, MTIiliivrfiyB 
 and Co. fhull from liLncffoiward, and iiiilil llu' teniiinatioii of. tlu-ir said urticK-, of (•i)|)ai-tiu'rsliiii, coiifme llu'ir 
 transactions solely to coniplttinf; and tarryiiiL^ into cllVct thi: s.iid a:iai\t;enii'nts wirh thi! s;:id (lovi^riior and Company, 
 and to windinp; up, s(Hlinj,', and ieali/.in<; the debts, effects, accounts, and |)roperfy f)f the said firm, and that the 
 aaid lioiijio or firm of M'Tavi>li, M'Ciillivrayj'- «!^' Va). shall not, and that any individual iiarlnei' tiierol" :;luili not be coio- 
 petent in the name, or on llu' biiialf of tiu sdi.l house or liim ul' M'Tavisli, M'Uillivraysi'v Co. to contract or cnltr 
 into n(!iv transactions, punluisis, enu;at;enit'nt.-, or spi'i alations wliatsocver. 
 
 Srcniid — 'I'liat ihirin^i llie absence Ironj tiiis Province of tlie said William M'riillivray, and the said Simon M'nilli- 
 vray. ThonuH 'I'hain be auiliorised, and he is hereby uecordinjily atuliorised te supi rintend and to contloet the correspon- 
 dence, tiie fniances, a. id the !;ineral busincs, of I'les.iid house or lirni of M'Tax i.^li, .M'Ciillivrays & (.'o., and to hold 
 and po.ist'ss the books, paj)>.rs, anil all otlnM-|)roiu'rt; oi' tlie said house or iiini. on behalf of and in trust for all particu 
 holding any just and lawful jiarl. share, claim, or inttrest therein, or any part thereof. 
 
 'l/iiril — That tlie s;.id Tliomao Tliain shall be |)cr.ionL!ly responsible for any future violation of the ninth article 
 of the Slid co()ertnership a.'reeuicnt, being that which .spt'cilies and limits the sums of nn)ney to he drawn Irom t!»c 
 funds of the said ctjpartnersliip or I'oncern by tli'' individual partners tlureof to meet their several personal exj)ensc«. 
 
 In witness whereof, and of our consMit aid cincuircTKc (liereii, vve liavi- licreinUo set our hunda and toalj, al 
 Montreal, this tifteenth day ol November, one thuuiand clj^!:! hundred and twenty-one. 
 
 In presence of 
 (Signed) C. TATI'. 
 
 WILLIAIM CAPTI.E. 
 
 WILLIAM M'(IILLIVIIA7. (»enl) 
 SIMON M't.ILLlVllAY, («o«li 
 
 THOMAS IHAIN. (»eal) 
 
 Dtipliciitt rrfcrred to tn ihf annexed Frotesl. 
 
 II. fiHITFIN, N. r. 
 
 On ihij day, the srvontecnth of November, in tiie year of our Lord one thousand ritrht hiindrrd and twe:Uy one, 
 we, the undcrsigiiod Publi" Notaries duly connnissioned, and sworn in and for the Province of Lower Canada, resi<j- 
 mi' in the ('ity of Montreal, at tlie spicial insta:icc and rofiucst of the hotuuable William M'CJilli ray- Simon M'tJilii- 
 vrav and Thomas 'i'l'ain, l-l-iquires, the niajoiity of tlii' partners in tlu- house and firm of M''l'avish, M'tiillivrays and 
 Company, in the said City of iMontnal. inerilianth, did tro to ihe iionsi' oi' Henry Mackenzie, Ks(|uire, in Montreal 
 aforesaid, one of the j;rirtncrs in the said lum >e and firm, and there sneaking,; to iiimself did si','nify unto him the annc.- 
 ed instrument tjf resolves made by the said majority of partners; — at the same time, at the re(]uest aliiresaid, did de- 
 clare to protest, as by the-e presents wf do so!en;nly protest, a,'j;iinst the said Henry Mackenzie for all costs, charges, 
 losses, damages, and i;ij;ui--s, that may result by or fVom all or any act, or acts, of the said Henry Mackenzie 
 should ho go. act, or do contrary to the said resolves c(mtained in tlie .viid annexed instrument, detcrnn'ned upon by the 
 Baid William M^Ciillivray, Simon M'(jilli\ray, aii<! Thomas Thain, as the majority of the partners in the said house 
 and firm of i\T'Tavi:,!i, ]\I C.iliivr.nys iK: Ciunpany. 
 
 And t'j the end tl'.at the said Iltii.}' Mackenzie may not have raiisr to [intend ij^iorance in tlie premises, we, the 
 8uid Notarier, at the name time delivered unto him a duplicate of the said iiistruinent of resolves as well as a copy of 
 these presents annexed. 
 
 Thus done and protested at tlie said Clly of .Montreal, on the day, nnd month, and year, first above written. 
 
 (.Signed) THO.MAS BAIvUON, N. P. & H. UUIFFIN, N. P. 
 
 <-i true Copy.) 
 One laarginal note. Three words obliterated. 
 
 II. GUiniN, N. P. 
 
17 
 
 HiOMPlCATlON TO AND PHOTKST AGAINST TUP, HONOR\ni,F. WILLIAM MT.ILMVRAY, SIMON MGILLIVRAY, AND 
 rm.MAS TIIAIN, ESQUiniCS, AT THK RKQDEST OK IIF.NRV MACKENZIE, ESQUIRE. 
 
 V/hcrcas on this day, tlic sevpniccntb day of November, one ilionsand eight hundred and twcnty-orc, I, Henry 
 Mackenzie, one of the partners of M'Tavibh, M'dillivruys and Company, have received notice of divers transactions* 
 and arrangements said to he entered into by the Haid partnership, and porticuhtrly of the retiring of one of the part- 
 ners — Archd. M'Leod, Es<|uirc. 
 
 And whereas divers resolves arc mentioned in the said notice to have been entered into by the said partnership. 
 And wluToas nuMsures arc said to have bocn a(h»pted by the said partnership to wind up tiie affair* thereof. And 
 whereas flie absence of tlie Honoial)Ie William M-tiillivray and Simon M'Gillivray arc said to be deemed necessary 
 by the said partiiorsliip, and also that the said North West Company had ceased and determined. And wlicreas in 
 the said n,)iii'j it is particularly expressed by one of the resolves said to be made by the "aid partnership, that Thomas 
 Thain, one of the partners, shall be hereafter responsible for any y/</w;e violation of the ninth article of the copart- 
 nership aj^reement, being that which speciHes and limits the sum of money to be drawn from the funds i' the said co- 
 partnership or concern by the individual partners thereof to meet their several personal expenses. Now I, the said 
 Henry Mac Uer.zie, one of the partners aforesaid, do hereby declare and solemnly affirm that all the above arrange- 
 ments, rcjolves, and other njcasures, said to be taken and adopted by the said partnership, have been made, taken, 
 and entered into, without my knowledge and consent, and even without any notice thereof — wliich violates every sa- 
 cred principle of reciprocity in agreements, and dissolves every social tie. And ai; to the second resolve said to be 
 entered info !)y the said partnership — it is a conspiracy. And I further declare, that I object to the absence of any 
 one of the partners, because they declare by the said pretended third resolve made by the said partnership, that Thomas 
 Thain shall be personally respoi\sibIe for any future violation of the ninth article of tlie said copartnership agreement 
 with lilt providir.j; (".>r any liability for the ;)ha< violation of the same. 
 
 In wimoss whereof, I have hereunto set my hand and seal this seventeenth day of November, one thousand eight 
 hundred hi.d twenty-one. 
 
 (Signed) H. MACKENZHi. (L. S.) 
 
 In presence of 
 (Signed) C. Jri.ILS BROWN. 
 H. CJUHTTN. 
 
 A true Cop;^. 
 
 H. GRIFFIN, N. P. 
 
 On this day, the seventeenth of November, in the year of our Lord one thousand eight hundred and twenty-one. 
 \VK, the uiukrsigned Notaries Public, duly conmiissioried and sworn in and for the Province of Lower Canada, resid- 
 ing in the City ol Montreal, at the s|)ecial instance and re(iucst of Henry Makcnzie, Lscpiire, of the said city of Mon- 
 treal, one of the partners in the house and firm of M'Tavish, M'Gilhvrays & Company of Montreal aforesaid, mer- 
 chants, did go to the house of Thomas Thain, Esquire, in the said city of Montreal, and there did signify unto the 
 Hor.orablo William M'Gillivroy, Sinioii M'Gillivray, and Thomas Thuin, I'squires, by speaking to the said Thomas 
 Thain, the annexed declaration of (and signed and sealed by) the said Henry Mackenzie, at the same time, at the in- 
 stanLc and r.-ijuest aforcsaiil, did declare to protest, as by these p'-esents we do solemnly protest against the said Wil- 
 liam M'Gillivray, Simon M-Gillivray, and Thonjus Thain, jointly and separately, and all and every other person and 
 persons, whom it doth or may concern, for all costs, charges, damages, and injuries already suHercd, or that can, shall, 
 or may hereafter be sufi'ered by the said Henry .Mackenzie for and by reason of the resolves and determinations made 
 by them, the said William M'(iillivray, Simon M'Gillivray, and Thomas Thain, signified this day upon the said Henry 
 Mackenzie, and referred to in the said annexed declaration, and further for and by reason of all or any act or acts, 
 thing or things by them or either of them already done, or that may hereafter be done by them the said William 
 M'(iillivniy, Simon M'Gillivray, .-rnd Thomas Thain, or any or cither of them, in virtue or in con.sequence of their 
 said resolves and determinations, whereby the rights, prerogatives, or interests of the said Henry Mackenzie shall or 
 
18 
 
 miy "1 ii'y manner or way 'n^ projudiwl, hurt, nr injured. And to the end that ilie diiid Williiun M'riillivray, Simon 
 .M-(iil!ivriiy, and Thainas Tliaiii, or any or eitlior of tlieni, may not liavo i'au«u to |»ri'tei>d i/,'norantc' to llio prtmiseh, 
 wt!, a: tla* same time, iklivcrkd unto the said Tlioma'i Tliaiii a duplicate of llie said dciiaration, .si^rat,! and sealed a.* 
 aibroiaid, with a (.ertiiied copy of tficso jiresents annexed. 
 
 nustljne and protested at Montreal alorcsaid. on the day, montli, and year tirsi above written, in the afttrnoon. 
 
 ^Signed) THOMAS HAHKON, N. P. & II. (illll-FIN. N. P. 
 
 4 true ciipj/ <)/' the original nunutr .: ' 
 
 II. (JRIFRN, N,P. 
 
 G 
 
 pmri^sT nv henry MACicENZir:, tv.-.ui \\ii.i.i\m M-r.ii.i.ivn.w, simcn M'(;it,Livn\v, tuo.mas tii.mn, an;) ai: 
 
 » iiiiiAi.i) M'i.i;i)i>, ich'jiiiui.s. 
 
 WHiercao, hy rcrfain .irticK^s of ai»rcon)cnt, bearing date tlie first day of N'ovcmbor, one tbouwmd eitjht Imndred 
 ,iiid fourteen, made and enlercd into by and between the Ilimoraljie William .M'Ciillivray, of Montreal. Sonon M'(Jd- 
 iivray, of Lonilon, merchant, then present at Montreal, Archibald Norman M'Lcod, Thonnis Thain, .lolin M'Tavi*!!, 
 jfid Henry Mackenzie, all of Montreal, aforesaid, merchants, (alter reciting divers articles of agreement and olhir in- 
 struments,) they, the said parties did con-ient and agree to eontimie and carry on trade a-. coj)artner> in the husine.s.* 
 t'lcretofore carried on by the late house of M-Tavish, .M'dillivray iS: Co., and by the new h(m>e su^ce the formation of 
 tile same, and all mattirs in which tliey were in any wise intercited or coiueined, and also in all other matters which 
 the said parties thereto mii^iu see (it to undertake or i)e concerned in, for and during the term of nine years. And 
 v/h-reai, bv the tenth article of thj said agreonifnt, it was expressly agreeil that as it was considered desir- 
 able at some delinife period bedre the dose of tiie coficern, arrangements should be mack; for eontinuimj tlie business 
 to be carried on thereby, or /'or ivimlin^j^ up t/ir snrnr mid miitztug the prnpcrti/ mtil t^/f'fils thrreuido liflon^irn^, at Ira.tt 
 i'vij ;/ears before the termination of the partnership, that is to .say, on or before the thirtieth day of Novend)tT, 
 one thousand eight hundred and twenty, the r'.'s|»ectivc parties thereto should be competent to /rouire each from thr 
 otken a distinct and explicit avowal of their intention m regard to renewing and eontiiuiing articles of copartnership, 
 or tciniitng up the concern, as tile case might be — and in the event that the majority should enter into arrangements 
 for the renewal thereof, tlic new concern were to be subject to certain engagements, and to enjoy such rights and pri- 
 vilege-, and to observe and fulfil such regulations as were more particularly mentioned in the said article. And it was 
 firther agreed upon that in the event of a majority not entering into arrangements for a renewal tliereof, and that it 
 siiould become neccs-ary to wind up and c-lose the business and '.ransactions of the said jiartnership, in that case it 
 sliould bcr the duty of the partners emj)!()yed in the agency of the North West C!ompany to perform their usual duties 
 in the sumtiier following tlie termination of the said partnership. That it .should be the duty of the London partJicr 
 to receive arid reali/.o tiie return in the usual manner, and that it sliould be the ihity of the j)artncr employed in keep- 
 ing the books to remain at his post, for wliieh several duties the said respective part.'iers should receive an adecjuate 
 recompense — and that all other stock should be rea'i/.ed in such manner as a majority should see fit. And whereas, 
 by the eleventh crtiele of the said agreement, it was further stipulated and agreed upon by the said parties, that the 
 death or retiring of any partner, or ndmis.^ion of any active partner or partners should not affect, deterr.iine or change 
 tlu; partnership thereby estaiilislied, nor the p( riod of its duration, but the same should nevertheless be continued and 
 carried on under all the clauses, combtions, and stipulations therein ccjntaincd, until the final conclusion and determi- 
 nation of the aforesaid »erm of tune years. And whereas, on the seventeenth day of the [ireseut month of November, 
 ;i curtain writing or jirotest, with certain resolves thereunto annexed, signed and sealed by the Honorable W illiam M'Gil- 
 I:vray, Simon M'(jrillivr.iy, andThonias Tluiin, parties to the above recited agreement, was signified or served upon me, the 
 said Henry Mackenzie one other of the said parties to the said recited agreement, in which said resolves were recited, cer- 
 tain articles of the said above recited agreement, unci also certain indentures mtide between tiie Hudson's I'ay Company 
 sad the Honorable >V:li:ain M'Gillivray, and others, and that llie same had been ratilJed by the North West Compa- 
 
19 
 
 ny, amt alio by th«? pnrtncrs of the house of MTavish, M'(jilHvrnyt & Co., and that certain clauacR therein mor- 
 tidtiod had been carried into ellecf, and timt the agency of the Nortli West ('ompany and the agency of Sir Alexander 
 M'Kcn/.i'.! fi C't>. had ceased, with the exception of tiie outfit one thousand ei};ht hundred and twenty. And uhich 
 itaid resolves uirlher recited, that the business and tran«aetionH carried on by the said M'Tavish, M'GiiUvrays A Co , 
 Iwul j)rincipally depended and been confined to the ngcncy of the North WcKf Company, and that the said agency iinv- 
 ing ceased, tlu; business and transactions connected with the same had ceased ; and furtlier recited that John M'Tavish 
 nnd Archibald Norman M'Lcod Iiad retired from tlic said copurtnersiiip — and that the undersigned majority of the re- 
 HKiining partners thereof, deemed it necessary and requisite from tlienceforward, until the terniin'Jtiun of the copartner- 
 slu'p of MTavish, M'CiillivrnyM & Co., to confine their transuctiong to the completing and cairying into effect the said 
 indenture and the said arrangements with the said (lovernor and Company, and winding up, seilling, and realizing the 
 acco;ints and alfairs of the said M'Tavish, M'Ciillivrays & Co. and for those purposes it »vas was deetne<l expedient 
 that, tiu' said VVilliani M'Ciillivray and Simon M'(iillivray sliould proceed to I'^ngland forthwitli, and that the said 
 'nnunas Thain should, during their absence, be entru:ited with tl'c superintendance of the general business of M'Tavish, 
 ^I'fiilh'vray- il Company, in addition to the finances and the accounts of «hich, since the retirement of the said John 
 M'TaNisii li. had the iliarge. therefore it was agreed and resolved: — First, That the copartnership of M'Tavish. 
 M'tiiliivrays and Ctniipariv should thenceforward, and until the termination thereof, confine their transactions solely 
 to Ci>mj)!etiiig und carrying into eH'ect the said arrangements Milh the said Governor and Company, and to winding 
 up, settling, and realiitidg tlie debts and property of the said firm, and that the s.iid house or firm of M'Tavish, 
 M'Ciillivrays iV Conipany .should not, and that any individual partner should not be competent in the name or on tfir 
 behalf of the said firm of M'Tavish, M'Gillivrays and Conipany, to contract or enter into any new transactions, pur- 
 chases, engagements, or siRculations whatsoexer. Secondly, — That during the absence of ihe said William !\I'Gilli- 
 vray and Simon M'Ciillivriiy, the said 'I'houuis Thain should be autlmrised to stiperintenil and to conduct the corres- 
 pondence, till- finances, and tlu' goiu-ral business of the said partnershlf), and should hold and possess the books, pa- 
 pers, and all other the pitij)irty of the said house or firm on behalf of and in trust for all parties boldinj: any just and 
 lawful part or interest therein or any part thereof. And thirdly, — That the said Thomas Thain should be personally 
 respoiisibli; for any future violation of the ninth article of the copartnerslii[), bi ing that mIucIi limits the amount to be 
 t iKeii out of tlu; i;tn« ral fumls by the individual partners for their personal expenses. Now I, the said Henry Mac- 
 kenzie, oni! of t!u! .saiil partits to the above recited agreement, taking into due consideration all tlu clauses, stipula- 
 lions, and conditions thereliy entered into and agreed upon by and between all the |)arties thereto; and also having 
 maturely and uttentivily ccjusidered the above recited resolves aiuiexed to the said writing or protest so signified to 
 me as alioresaid, do now for the preservation of all my rights and intere^^ts contained in the said recited articles of 
 coparinership, sulenmly protest against aU the said resolves and the reasons contained in the recitals preceding the 
 same, a^ being in direct eontradictu)n to imd violating the spirit and true intent and meaning of the above! recited ur- 
 lilies of copartnership entereil into with ine ; and I hereby further protest against the said William M'Gillivray, Simon 
 M'(iillivrav, and Tlioinis Thain who have entered into tlu; said resolves, and signed ami sealed the same, for all coats, 
 dauuiges, interest, or injury which I have idready suffered or hereafter may suffer by the same, either in property <ir 
 character, and also against any actor actswhieli they or either ofthtm may or do, or undertake t») do, or cause to bo 
 done, under the pretended authority of the said resolves. And to the intent that they nor either of them may pre- 
 tend cause of ignoianee of the sauu', I hereby make known to them my lawful objtetions thereto. 
 
 lurst, — Uccause tluy the said William M'Ciillivray, Simon M'Gillivray, and Thomas I'huin. (calling themselves a 
 majority of partm-rs, tlumselves oidy being present,) have assumed the right of nltering and changing the essence or 
 basis of the above recited articles of copartnership, whereas by the same, a majority of the partners can regulate only 
 the departments or duties of the respective partners as therein specified. 
 
 Srrnwi/i/, — Because it was stipulated and agreed upon by the above recited articles of copartnership, that the par- 
 ties thereto should not only carry on the business formerly transacted by all the preceding partnerships therein men- 
 tioned, but also all other matters which they might sec fit to undertake or to be coiicerned in — whereas, by their re- 
 solves, they limit aiul confine the transactions thereof solely to the completing and carrying into etTect the arrange- 
 ments with the Adventurers of the Hudson's H.iy Company, and to the winding up, settling, and realizing the efi'ects 
 and debts of the said concern, and in restraining every individual partner thereof from contracting or entering into any 
 engagement during the remaindc of the term of the said agreement of copartnership, whereby the original intentiou 
 of ihe aisociation is totally frustrated and abridged, and which the power of no majority could alter or modify. 
 
90 
 
 111 lliv 9ill(( liiii I IIL I niiiiVf Ti^*. iP'i in it\;niiK iiiL iiiiiMvlx «itir !■■ i^wvviii.fwit ifiif; 1 1 iir. inuilil \ i^ili iriiii 
 
 twenty, u diHtimt and iinplirit iivowal (if llii' irs])iHtivf partit'S sliouhl he ^-ivfii ti) euth ollit-r of their intinlion in r»- 
 jjurtl to renewing and coiifinuinf; nrticles ofpurtnersliii), nrnindin^ up t/ie iDiicrin, uh ihv vhkv n\m\M \)ti. And, in 
 wliich said tenth artich- herein before partieidurly r(eite(h a jmivisidn is made for wiiiUin;; up at.d Hetllinj; the affairs of 
 tlie said partnersliip, in eu8e a deterininutiun ur uvuuai, us ugreed upon by the su!d urticlcs uf copartnerihipi kliould 
 Jiave heen made. 
 
 V.)HTtldj, — nccnnse by the el.vti.ili nrtli h- lierein before reeitcd, it was oxprcdsly stipulated and ajjreed upon, that 
 Ihc death, or ndmidRion of any partner, slionid n«it atVeet, determine, or etiange the partnership tiareby estubhihed. 
 nor the duration tlu-reof, but that the same shouhl nevertheless lie eontinued ai.d tarried on under all the elauinK, 
 cnr.ditiuns, and stipulations in t!ic said a^reinu nt eontained until the liiial eonehuion. This spet iai elau.so or artiilc 
 assures tlu; inviolability of the aprcement as to its duration and extent of Inisiness, for it was by tlie'tir!.t article already 
 agieed upon for the tiiin of nine ycjr-;, and by the i>a!d eleventh artiele it i^ ratified and rcneweil, with an assuranee 
 \\\al events of death or innovation should not eliange luir lessen its duration, and tliut it should be eontinued under ail 
 tlie stipulations aiul eonditinns contained in the said agreement until its final determination — one uf which stiptila- 
 lions wai to carry on ail business wlueh uiiijht be entered into for nine years — whereas the first resolve herein before 
 recited, entered into by the majority, the tiansaetions of the n\\\\ partnership arc limited, by confining the same solely 
 t,» the eompletinR of the nrraiigen'.ents entered into with tlie Hudson's Kuy Company, and to the winding up of tlie 
 atJ'airs of tlij said partnership of .M'TasisIi, M'Gillivrays A Company. 
 
 /•y/?/i(//, — Heeausc by the fifth artiiie of the said above recited agreement, it was stipulated, that the said Honor- 
 able \Villiani M'dillivniy should conduct and manage the correspondence and finance department, and with such ai- 
 t-istance as lie miy;lit recpiire from any of his said partners, should superintend the general business of tlu; concern — 
 uhcreai in o])ii(Hition thereto, by the second of the above recited resolves, the said Honnralilv William M'(iillivray 
 has authorised the said Thomas Tliain to superintend the general business of the said firm of M'Tavish, M'{iillivrays 
 and Company — which superinfendance of the general affairs could not be deputed l)y hin> to any one of the partners, 
 as i.J plainly evinced and shown by the sixth article, which in the event of the death of the said William M'(iillivray, 
 or his absence from the I'rovince, expressly tleclares, that the said Simon M'Ciillivray should come to Montreal, and 
 assume ti.e management of tlic fuiance nnil correspondence departments onl^', leaving the authorityi whicli such u 
 power is supposed to give, equally to all the remaining partners, ' - ', 
 
 Siithfy, — liccausc by the said above recited resolves it is nttem[ited that I, the said Henry ^fackenzie, should be 
 left without any participation in the bu.viness of tl'.e said purtnerslu']), and thereby deprived of watcbinc over my 
 interest- — wl'.icii rtsolves, if carried into eiieet, will justify and demand as a duty from tne every opposition in 
 my jiywer. 
 
 In witness whereof, I have hereunto fcet my iiand, tliis twenty-first day of November, in the year one thousand 
 eight I'.undrcd and twenty-one. 
 
 Twcnt-five words being erased, three words interlined, and one marginal note. 
 
 II. MACKENZIE. 
 
 Montreal, 21st November, 1S21. — We, the undersigned, do acknowledge to have received u true copy of the 
 forcgcir.g protest, ar.d considtr the siuiie as valid as it the said protest iiad been made by a Notary Public. 
 
 WILLIAM MGILLIVRAY. 
 SIMON M'(.ILL1VRAY, 
 THOMAS THAIN. 
 
CI 
 
 II 
 
 Iir.NnV MACKKSZIE TO SIMOS MfilLLlVHAV AND THOMAS TIIAIK, ISfiUlRKS. 
 
 Dcnr Si 
 
 Mi)iUroal, '22J November IS'2'2. 
 
 r*. 
 
 T!ic Kngtii of time that lint clnpscil since I Inst saw the book? of M-Tavisli, M'Gillivrays & Co., 
 and the n;;cnts of tlic North W\%t Company, has i flared from my recollection many of the things recorded in them, 
 and loft but a fi'ibU' imprcsMon of others. 1 ain thus, at a time wlu'ii the close of the concern i» at hand, i^-norant 
 of the precise rtlatioii in which I stand with my associates in liii,iness, and withont the means of forminj,' a just esti- 
 mate of any rijjhts uhich ma} biloni; to nic as a [icrMWi mi conncctitl; nn aci|uainttincc «ith whiili, you will, I dart- 
 say, allow, h necessary to place mc upon a footing with you in any discussions to which the approaching settlement 
 b'jtwecii us may give ri.se. 
 
 I therefore nipiest that I may have iinniediate and free access t(» the above-mentioned books, for the purpose of 
 makinj; such extracts from lluin as I may re(iiiire. 
 
 I'l'.rthcr, our coimcxion being now so near a termination, I thiiJv it a duty I owe to myself to urge an iomiediutc 
 settlement of those books; lo facilitate the accompli.-hment of which, I will be prepared, on Monday next, to audit 
 in ( onijiany wish yourselves all the books of account in which I have any concern. 
 
 I trust, (Jonfliincn, that as I am mnscious of having alloui'd no improper feelin;; to guide me in making thcKP re- 
 ijucsf>-, so I tru.st they will be rcceivetl in godd part by yon, and th.it vou will suii'er no unlbunded suspicion of /alrnt 
 niotaes of action in mc (which I am sorry to say I CDuld perceive swayed decisions on lornar occasions) to .stand in 
 the way of acceding to what I think every man must call a reasonable reipicst. 
 
 l5o abjured, (Jentlemen, that in whicliever way our matters may be linally arranged, I wish nothing to occur to in- 
 tL."!;'pl, in the jir.ni'est degree, the olfices of friendsliip \\hiih \\v have hitherto !)ecn i!i»poscd to extend to each other. 
 
 I am, uitli tlue regard, 
 
 Dear Sirs, 
 
 Your most nheditut bumble Servant, 
 
 ir. MACKLNZIK. 
 
 Moitreal, 2:id November, 1S22, 
 Dear Sir, 
 
 l;i iiply to yo.n- letter of yesterday, we deem it reqnisiti' to refer you to the partnership 
 ft';reemont of the firm of M'Tavish, M'(rlllivravs i''.,- Co., the tciilh article of which, in specifying the duties lobe per- 
 formed by the respective partners — "in the event that it shall become necessary to wind u\t and close the business 
 " and transactions of this concern or partnership," — provides, amongst others, that " it shall be the duty of tlie part- 
 " ner, employed in keeping the books and accounts of tliis concern, to remain at his post, and to make up and exhibit 
 " jiif, true, and accm-ate accounts of the iaiil returns, (those spoken of arc the returns to be obtained for the outlit of 
 
2€ 
 
 the \oar,) "so to be realized, and all other nutters and tMnsactions in which the concern may remain interested." 
 Sow tint it /)(!< become necessary so to wind up and close tl.c said business and transactions, is perfectly well known 
 to yon, and ve have to inform you further, that by a rcsDlution of the requisite majority* of tl-e concern, Mr. Thain 
 is auiiiorised and appointed to perform the duty abovt ppeeiticd. 
 
 Thit this duty should devolve upon Mr. Thain, almost necessarily follows, t'rom the article quoted, since for the iast 
 four years /tehas been the partner employed in keeping the books and accounts of the concern, and as the realization 
 ut" the relurns, mentioned in the agreement, was neces->anly to take place before tlie accounts depending upon them 
 could be settled, and since jou know, as well as we do, what time is requi ed forreaii/ing tlie returns of the outfit in 
 (;i*tion, it is quite unnecessary for us to point out to you what time must elapse before the production of the ac- 
 oauntss pccitiid in the agreement can be required. 
 
 V. dicm it requisite also to refer you to a certain deed, bearing date the Gth day of April, 1821, reciting .and ra- 
 tifying ilu> rCL\nt arrangements with the Iludsoifs IJay I'onipany, and of wliich you have recently received a copy. 
 Me refer you particularly to the stipulations for balancing inventories with the Hudson's liay Conq)any, t.f the first of 
 'une, 18i'5; and those for the payment to tlie fm^o^ M'Tavish, M'Gillivrays & Co., of certain =i>nr«<s of profits on 
 the outfits of 18'21 and 1822, " in full discharge of all claims and demands of such housf r,i firm, in respect of the 
 •• trade or concerns of the said North West Company, or in any wise relating thereto." These shares of profit on the 
 outfit of IS'22 cannot he realized, or even ascertained, before the summer of \H2i at the soonest ; and [the accounts 
 of the agents of the North West Company cannot be brought to any settlement, as to the transfer of capital; until 
 p.'.ter the balance of inventories with the Hudson's Bay Conipanv shall be adjusted in June next; nor probably as to 
 *1 e l'r,al results until after the settlement with retired partners, which is contingent upon the result of the outfits of 
 iSL'l and ISL'i. Therefore any investigation of these accounts, at this time, is premature, and, in fact, impracticable; 
 :'.iul, t ir tie ver; same reasons, such also is the case with the books of M'Tavish, M'Gillivrays & Co. — the settlemcht 
 of which depends upon the previous result of the North West accounts; and this dejfendence is no new discovery to 
 any of us, since it necessarily arises from the intrinsic nature of tho business, and is manifestly cnntcmplated by the 
 arta-L's of our partnership, and by every other instrument describing or referring to our transactions. 
 
 A statement of the probable result of these concerns was made out for your satisfaction last year.f and since that 
 tiire, and since the rcsohitioii adopted and communicated to vou, to enter into no new transactions during the re- 
 inaisukr of the partnership, no farther entries have been made in the books. Mr. Thain lias merely kept temporary 
 records of transactions which •inder the resolution in question he was authorised to superintend and conduct ; there 
 f ,ro you would derive no benefit or iiifoiination from the access whivli you seek to the books, and at this moment it 
 W'luild 1)0 inconvenient to produce thdnfor your proposed audit. 
 
 r.-otn the statement in question, and the state of your private account,^ it is very evident that you have drawn 
 ficni the funds ot the partnership much more money tlian by the articles of agreement you were entitled to draw,!| 
 ;vhI nnre we fear than the proiiahle amount of your share of the profits, even if they were now rcaliad, instead of 
 hi-iiig. u- you know they are, contingent upon the dependencies already stated ; and as you brought no captital into 
 
 • Acrording to iliii principle. Articles of Coparincr.ship would bo nugatorj-, since tlicy mi^tit Jways Ic riolatcd py tl;c inrtjority.— II. M'K. 
 
 7 If so, those wlij il.rertcd it must have clianged tlicir rairul-i, for I nevir rccoived it. — 11. M K. 
 
 § 1 r.jver rccci»cii tlitm. — II. M'K. 
 
 I .1 Uo'.ieve a eoriijerable p.trt «as cx.-cr.iiej in the busincjsof the f«m,.— H. MK. 
 
the house,* it ii only j-our share of profits that can come to balanc the large smws of motley heretofore advanced to 
 vou. We are a-i anxious as you can be to haveall these matter* brought to a point ; and we trust it is unnecessary to 
 declare that we liavc no wi^h or intention whatever to deprive you in the slightest degree of any right or advantage to 
 which you may be justly or lawfully entitled ; tlierefore every account in which you have any interest shall as speedilyf 
 ;H possible be settled, and submitted to such audit or cxaminntion as you may think requisite, but it is impossible to 
 anticipate settlements depending on future contingencies. 
 
 We remain, 
 
 Dear Sir, 
 
 Your most obedient Servants, 
 
 SIMON' M'GILLIVRAY. 
 THOMAS THAIN. 
 
 K 
 
 Monday Evening, 81 o'clock, 25th November, 1822. 
 Dear Sir, 
 
 Your and Mr. S. Giilivray's letter of the 2;}d, I received this evening, upon my return from 
 
 Terrebonne. I am FOrry to say it is no answer to mine to you. You have either misapprehended its chief purpoit. or 
 not clioosing to comply with tiie request it contained, have evaded the question. The lengthy statement you hnvc 
 entered into establishes a point I never meant to deny, namely, that the books cannot be iinally closed, nor the 
 afTuirs wound up, till the outfits be realized. My request embraced two objects— Access to the books for the pur- 
 pose of making extracts for my individual satisfaction, and an audit, or examination, or scrutiny, if you will, of them 
 a^ l!>cy now stand; an explanation oi' past transactions, not a premature settling of -'contingencies " that depend 
 upon materials yet to be procured. Is there aught in the agreement to prohibit this !— to prohibit a partner from 
 sccir.g the books of the association to which he belongs ! If there be such a clause, show it. I must be permitted to 
 .-ay that I am very harshly, not to say unfairly, dealt with. This, I am convinced, must be the conclusion every un- 
 biassi-d mind must come to on the subject. 
 
 Vri\y be explicit, and acquaint me whether you mean to deny my request as here explained. 
 
 I am, most trtily yours. 
 
 1 must have an early answer to-morrow, if you please. 
 THOMAS THAIX, Es«. 
 
 H. MACKENZIE. 
 
 H. :\r. 
 
 • lliis ii not true ; — I madeovcr lo ihe firm my stock in tlic concerns of *' M'Kcnr.ie, OlcUiam & Co.'' and " Henry Mackenzie and Jacob 
 OlJli.i:n," of Terr bone, and g.ive Mr M'GiUivray leave lo realize it, while I was busily crgsgcd here and elsewhere on the alTuirs of the 
 North Vest Ccr. pany in the contest with Lord Selkirk. If that stock has not been as productive as it would have been by my own exertions 
 tl:e blame lies on him who neglected it when it became a part of the capital of M'TavIjh, M'GiUirrays & Co., and must be considered ai « 
 part of liis adm'ni.tration of the finance of the latter lirm. — II, M'K. 
 ^ This speed it excessively slow, «nd as yet lias rot e<ni.illed that of the snail —H. M'K. 
 
Montreal, 2fith November, 1S22, (Noon.) 
 
 Dear Sir, 
 
 In answer to your letter of yesterday evening, wluch I have this morning communicatcil ta 
 
 Mr. S. M'Giilivray, I bcjj leave to ini'orm you tliat the lengthy statement you allude to was not written w//A a 
 
 -iicxv to cxcidr i/our qucMiun. Our letter was written with the intention of explaining to you our reasons, cr rather our 
 
 opinions, why wo did not consider it neeessary to proeeed to tlie audit or inspe'tion of the books you allude to, and 
 
 >ve are still of the same oj)inion, that no good 'ould result to either party from sueh inspection at present. IJr.t as 
 
 \cu re(|uire an explicit answer, I beg leave to ini'orm ymi, that we cannot agree to your reciuest ; and you arc well 
 
 aware (independent of the state of the oiiiee) that my time can be much mor.- beneficially employed attendin;; to 
 
 other matters. 
 
 1 remain, 
 
 Dear Sir, 
 
 Yivur most obedient Ser\nnt, 
 
 THOMAS TIIAIN. 
 
 II. MACKl'NZIE, Esq. 
 
 yq' . ';w' T W 
 
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