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WITH AN APPENDIX, CONTAINING STVTEMENTS IN EXPLANATION OF THE CIRCUMSTANCES UNDER WHICH THE [NSOLVENCY OF THESE FIRMS WAS DECLARED AT MONTREAL, ON THE 27TII OF DECEMBER, 1325. LONDON: PRINTED BY B. M MILLAN, BOW-STREET, COVENT-GARDEN. PniXTEn IN ORDINAnV TO HIS MAJESTY. ^ London, '2Gfh February, 182". SIR, I AM induced once more to trespass upon the attention of the Creditors of the Finns of M'Tavish, M'Gillivrays and Co., and M'Gillivrays, Tliain and Co., of Montreal, in consequence of Letters which I have received by the last arrivals froni Xew Y'ork ; and in reply to which, it is fit that I should offer, both to those Creditors who have become parties to my Deed of Assignment, and to tho.se who have not, this final explanation of the cau.^es and the consequences of those delays which have arisen, and those impediments which have been inter- posed to the progress of my arrangements ; in order that the former class of Cre- ditors may understand to whom these delays, so injurious to their interests, are imputable, and to the end that the latter may at length be satisfied, if plain facts can satisfy them, that ina.smuch as each of them has, to the extent of his claim, been the cause of injury to his own property, as well as that of others, the only course now left for them to follow, if guided by any regard for their own interest, is to endeavour to prevent the mischief which they have thus done, from extend- ing furth ?r, and, if still possible, to prevent a large Estate, in which each of them has some interest, from being involved in irretricvabla ruin. Assuming, therefore, that you are already acquainted with the statements laid before the Creditors in Montreal, above a year ago, and the Deed of Assignment executed by me on the 2d of February, 182G, to which it had been well for them- selves, if all the Creditors had assented with that promptitude which I had a right to expect, and which / did most confidently expect ; assuming also, that you have .seen my Circular Letter of the 25th of July last, I shall begin by observing, that it now appears, the statement of my transactions with the Bank of Montreal, contained in that letter, and the appeal therein made to the Stockholders of the Bank, against the proceedings of a majority of the Directors, have jit length pro- duced their effect, and that the proceedings of the Directors have been over-ruled by an overwhelming majority of their constituents. In that Letter, I only put it as a supposition, " whether these Directors could " be actuated by any other feeling than a wish to promote the interests of '^Ir " Stockholders ?"— and I suggested " the consideration, whether thiswixs not oi of s " tliosc ciiscs inwhicii the Stockholders tlicmselves wouhl ho the most competent " jaJRcs of their own interests ; especially if there should iippeur any cause to " suppose that any feelinjj of irritation, or animosity, or old grudge, operating on " the mind of any individual, against mc or my coiuicxions, could have been " mixed up in the recent resolutions of a majority of the Directors ?" — and under tlie extraordinary circumstances of a set of Directors seeking, if they could, to ruin the interests of a large body of Creditors, including, to a certain extent, those of their own constituents. 1 submitted, " that it would be well for the Stock- " holders who had the largest interests at stake, to make some inquiry into the " composition of this majority of Directors, and to consider what interests these " Directors, individually, might have in the Stock, and upon what grounds or " feelings they might have acted in thoir recent decision, before that decision " should iinally be carried into cfl'ect." As an illustration of these suppositions and obscrvaticms, I am now induced to ofl'er to the consideration of the Stockholders, a sliort Statement of the subse- (Uient transactions which have taken jjlace, and a brief view of the comparative amount of interests involved in this ((uestion. Shortly after the dispatch of my Circular Letter already referred to, I received, through the Trustees at Montreal, a proposal from the J3auk Directors, to with- draw the prosecution instituted against me by their Agents, on condition ol receiving an immediate payment of about V2s, (id. in the pound, on the balanco due to the Bank, after the deduction of the Hank Stock belonging to my Firm, which, by the Charter, the Uank was indisputably entitled to retain for part payment of my Bills, Tliis proposition showed pretty dearly the opinion of the Directors them- selves, as to the validity of their claim to a preference over the other Creditors, on any other ground than that of the compulsory process commenced against me by their Agents, and which was equally open to any other Creditor refusing to assent to my arrangements. It also showed, how little these Gentlemen were capable of appreciating the straight forward policy of a man who had at once declared every fact within his knowledge, and voluntarily surrendered every shil- ling of his means; who had therefore nothing lurther, either to explain or to concede, and who consequently had nothing to fenr or to lose. My answer was necessarily a decided rejection of this proposition, because 1 had not reserved the means of making separate arrangements with, or payments to, any Creditor, I stated at the same time, that if «// the Creditors had executed my Deed of Release, and should all concur in making me a similar ofler of an assignment of their claims for a payment of l'2s. (id. in the pound, with a reason- able time for paying the same ; then, bad as times and prospects were, I might ■ft still succeed in an cfTort to obtain the support of friends who might be induced to join with mo in incurring the risk suul responsibility of accepting thn same; but thiit, in the situation in which the Dissentient Creditors, and especially the Dank Directors, had placed mc, I was prcclud(;d from entertaining the question of any partial arrangements whatsoever. On receiving this answer, my Trnstoos again brought the subject under the considci'.ition of the Dank Directors; and tlie majority now finding the attempt hopeless, to extort a preference over the other Creditors by compulsory i.roceed- ings, changed their ground, and all at onco became particularly solicitous to promote, as they professed, the interests of the Creditors in general, by requir- ing a surrender of the security Avhich I had, out of ray own separate property, given to the Hcceiver-dencral of I'pper Canada, and to Mr. CJerrard, for separate debts to the amount of 3JJ,(U)0/. ; which debts, be it remembered, I am advised by Counsel, could, if no such security had I)cen given, have been recovered in full out of my separate Estate, even under a Commission of Bankruptcy ; and by securing which, therefore, I have in fact i)rotected the Kstate from (jovernment •extents, and expensive litigation, and liave not, in the slightest degree, impaired the rights or interests of any Creditor, or any class of Creditors. These con- siderations, as well as the circumstances stated, and the consequences suggested, in my Circular Letter, were represented to the Board by the Trustees, but without ell'ect. The majority seemed determined not to be convinced or satisfied, without obtaining some concession ; and, as a sine qua non, they demanded that Mr. d'cr- rard, and the Representatives of Mr. Dunn, should surrender into the general mass of the Estate, the sum of JMMH)/. IIudson's-Bay Stock, which had been transferred to them for the security of the particular Debts already .specified. This was a demand, compliance with which did not in any manner depend upon me, because I had, with con«c>it of the Creditors, parties to my Deed, and as thereby expressly authorized, transferred this stock, and divested myself of all power to resume any controul over it ; nor was it to be expected that the Gentle- men legally in possession of the .same, should surrender it, on the unauthorized and illegal demand of this majority of Bank Directors. The Trustees accordingly, after wasting some time in fruitless negotiation, at length determined to resort to the measure which I had suggested some months before, and to appeal to the Stockholders against the majority of the Directors. This majority consisted of only a superiority of one vote at the Board ; and I shall hereafter shew what interest the individuals composing the same, had in the stock of the Bank, and in that claim against me, or rather against Messrs. Dunn and Gerrard, which they asserted with such extraordinary pertinacity. So eager and so determined, however, were the leaders of the majority on that point, that, regardless, as it should seem, of any interest or consideration, except the gra- b3 4 tification of tlieir own peculiar feelings, they endeavoured to prevent this appeal, and refused to concur in calling the general meeting of Stockholders, the requisition for wliich puri)o.«o required the signature of seven Directors; but two of the Gentlemen who had so far followed these leaders, appear «/ this point to have halted, and individually concurred in the proposed appeal to their constituents, although at the Board they still voted with the majority, of which they had pre- viously formed a part. Anticipating what would bo the decision of the General Meeting, and on the pretext, which I am advised was unfounded and fallacious, that if a Commission of Bankruptcy should issue against me within twelve months of the date of my Deed of Assignment, it would be possible to deprive Messrs. Dunn and Gcrrard of the SKJOO/. IIudson's-Bay Stock, already mentioned, and to add the same to the mass of the Estate, the leaders of the party then proposed resolutions at tho Board, to instruct the Bank Agents in London to proceed against me immediately, by suing out a Commission of Bankruptcy, so as to prevent, or to render nugatory, liny reconsideration of their proceedings by the General Meeting. This attempt ■was first made after the publication of the requisition for the General Meeting, and being then unsuccessful, the attempt was repeated on the \bth of December i only thirteen days before the meeting of Stockholders ; and so nearly was the object accomplished, that the question was lost only by the absence of one Di- rector, and the casting vte of tiie President, the Board being equally divided. In proposing to send such instructions, one material circumstance appears to have been overlooked ; which is, that the validity of any Commission of Bank- ruptcy which their Agents, or which any other Creditor could sue out against me, would be extremely doubtful. W I should determine, as a refuge against any measures of personal annoyance, to seek the protection of the Commissioners of Bankruptcy, a voluntary declaration of insolvency would settle the question at once; but if, on the contrary, any of those Creditors should attempt to drive mo into the Gazette, they must first prove an act of Bankruptcy against me; and if 1 should resist that proceeding (as in the event of the success of this attempt of the majority of the Bank Directors, I most assuredly would have done), then it would remain for the Lord Chancellor to decide, whether my Deed of Assignment, or any other of my transactions, was or was not an act of Bankruptcy. It is therefore manifest, that even if the attempt had succeeded, it would have left the Bankruptcy still doubtful, unless / should chuse hereafter to resort to it as a voluntary proceeding; and that it would only have ensured the certainty of a suit in Chancery, whereof the ruinous consequences which must hare ensued to the interests of the Creditors, have, in my Letter already referred to, been suffi- ciently stated; and these consequences appear to have been duly appreciated by the Stockholders, so soon as tliey had an opportunity of judging for theipsclves. m iie Ive rc- I shall now proceed to state a few facts, showing the amount of interest in the question, which was held by tho Uauk generally, and in particular by the party whoso temporary situation, as Directors, has enabled them to inflict such injury as they have done, upon tho interests of other parties, and from whose over-zealous protection, those other parties, not excepting their own constituents, have bad so narrow an escape. The Debt of the Firm of M'Gillivrays, TImin and Co. to tho Bank, consists of Bills drawn on London for 18,000/. sterling, or currency - - £'20,000 Damages in Canada, including all charges, lu per cent. ... 2000 Total Debt ....-- JC'i'i.OOO In part of which, the Bank is entitled to retain the Stock belonging to tho Firm and its Partners, consisting of 103slinres, on which the instal- ments paid, of 37^ 10«. each, amount to - - - - 0112 10 Balance — Actual Debt to tho Bank of Montreal Gr, in round numbers, say, currency IC.OOOi. £15,887 10 The question on which the hist sfnml was made by the majority of the Di- rectors, was to deprive Messrs. Dunn and Gerrard of the 9000/, Hudson's-Bay Stock, transferred for their security, us already explained ; and the ra/ue of this question to the Estate, will appear from the following calculation, viz. The Debts of tlie House, according to Schedule A, attached to my Deed of Assignment, and which, to tho best of my knowledge, is accurate, amounted to - - - - - - £ 190,000 Balances due by the Firm in London, to Messrs. Burns, Pozer and Dunn, who have, on explanation, become parties to the Deed, about 15,000/. sterling, suppose currency - - - - - - 18,000 And I must note add the Balance duo to the Bank of Montreal, as above - 16,000 Making the total Debts under the Deed - - - i'WO.OOO And if the Assets be estimated at 12«. firf. in the pound, which, but for tho proceedings of the Bank Directors, I should probably have been enabled to offer for them, they would amoun* to - _ - - .€143,7^0 If the 9000/. Hudson's-Bay Stock, were to be added, estimating the price at '225 per cent., and exchange at 8 per cent, premium, it might incr.'ase the Assets by a sum of------- 21.300 Making the whole amount - - £ 108,030 Hut ill that event (.oiippnsin^' it possible), the Debts now teciircd by that Stork iDiiftt be aildeil to the nbove .Hiini of Siiy, Receiver-Oeneralof I'jiper CniiailH And Siiniiiel Gorriird, Esq. jt' 230,000 1 1 .000 Makinu: (in that event) the whole Debts I ponwiiich aiiuiitnt, a dividend of l'i«. nH. in the pound, would be And tho amount of ADueti as above, increased by the 0000/. Hudaon'n-Bay Stock, would be - » ■ • • - The difference, therefore, would be ..... And Niuepencein the pound.on •J.Vl.OOo/. is . . . *2:i,noo ,f2.M,noo 108.0.10 {•.."ilO 'I'horeforc, .still on the .siipintsitionof the Estntc payinjj 12,t. (J, ot iiOOl. For tho ill-advised, and really impracticable attempt to obtain which triilini; iidvautajfe, in the face alike of ju.sticc, ofecjuity, and of the interests of tho Cre- ditors, the Estate has already been deeply injured, even if the mischief should now end ; and looking at the consequences which may still ensue, exclusive of the delay, the expense, the depreciation of property, and the increased difficulty of recoveiinjj debts, or adjustin Capital into the House. 'J'hev have drawn (uit largo sums, until at length tho means were wanting to supply their continued demands. The large property sur« rendered by nw, to pay engagements which wore originally theirs more than mine, is still in existence, as a separate Instate, to a considerable amount, besides tho heavy engagements which had previously been paid by my llrother and myself; and alter absorbing the vhotc o/oiir property, the Partnership Debts make tho House stUl insolvev.t, Mow then can any Partner of the House have any claim on my Testate, or any right to withhold from the Creditors any separate property to wliieh he might have been entitled, if the House had been solvent? This is tlie i>l(iin (piestion, whatever attempts may be made to mystify it by these (Jentlenien, or by their Lawyers; nnd the remedy is in the hands of the Credi- tors, to whom oil other Partners are, or ought to be, as liable as I am, for the debts of the House. Mr. Shaw is the only ojie of these (fcntlemen who has yet been prosecuted by any of the Creditors; and being al)sent from Canada, he has hitherto been enabled, by the liaw's delay, to resist the process. Mr. M'Leod, who is in Scotland, has, assigned his Shares to his Brother-in-Law, Mr. Peter Burnett, who has seryed ma St x^'itli nolico ofthisAsAiKntncnt, and uivrn mo intiniution, tliiit ho will roquiro a NOt« tlemcnt ut' Mr. M'LcuiI'h clainiH bcfurc [ U-uvu Kiifjliuid ; which I prfsiinic incr ih, tliiit he will apply to tho Court of Chancery to impiMlo my arrangcrnvnts, in .some iihupo, with a view to obtaining a settlement for iVIr. IVl'Leod; and Mr. Henry Maekcn/.io has now t^'iven notice to the Trustees, of some objections on liin part to my Assignment, and some inmginfiry complaints and claims, in virtue of alleged breaches ol' covenants by his Partners, in tho Firm of M'Tavish, M'dSil- livray:) and Co.; whilst I have heard, that ono of his Itrotbers, who is himself u retired Partner, has commenced some process, to establish an hypothecary claim against my Urother's Estate. If any of these Gentlemen could discover a surplus of assets belonging to the Firm, and any attempt on my part, to retain for my «)wn benelit more than my due share of the same, it would, I admit, ailordjust cause of complaint on their part ag'iinst me; but it is quite impo.ssible t(» object to my arrangements upon any such ground, or to maintain any claim on the part of these (lentlemcn to any i>art of that property which I have assiirned lor the benctit of the Creditors. It seems almost needless to argue against such uu aitsurdity, as that Partners of an Insol- vent Firm should bo Creditors of the same Firm ; and yet such would bo the efl'ect of the claim which I understand is set up by Mr. Henry Mackenzie— but it is really a (|uestion in which / have no interest. I have assigned, so far as I was legally competent 'o assign, tho whole of tho Partnership Assets, for the payment of the Partnership Debts; and tho.se Assets, so far as I could find any in existence, being totally insuflicient for tho payment of these Debts, I have further assigned the whole of ray own and my Urother's F-stato, to make up the deficiency. How then can any Partner claim any part of those Assets which arc totally insufficient for the payment of the Creditors* Hut further, there are the Hudson's- Bay Shares, and some of those ffentlc- men may perhaps expect, that, by setting up such imaginary claims, or preventing some Creditors from giving effect to my arrangements by the ratification of my Deed, they may induce the Trustees to consent to some c«>mpromise or discharge to themselves, without insisting upon the surrender of their property. Mr. Henry Mackenzie in particular, having no property to surrender, (since he has lieen in- solvent in a Partnership into which he entered on the termination of his Partner- ship with me, and to enable him to form which, Mr. Thain and I, imprudently enough I admit, advanced him capital), but possibly expecting, that the interpo- sition of impediments and delays, by whi« h h ran lose nothing, may have the efl'ect of extorting some composition out of his claim on the llndson's-Bay Share, which J maix/atn belongs to the Creditors — seems di.sposed to try the effect oi throvcimj a :i i\ mmmm n tub to the whale, by impugning my arrangements, whilst his Brother's fraternal partiality may, as I ara advised, by possibility engage him in proceedings rather hazardous to himsclt'. These differences with Partners, however, need not at all interfere with my arrangements, and the only object is, that the Deed should be ratified by the real bond fide Creditors. No Partners can establish any claim against me, nor can they even prosecute me ; and the Creditors and the Trustees, if the Deed shall be completed, will have in their own discretion the most cogent arguments that can be addressed to refractory Partners. It must be evident, as I have already stated, that since I have relinquished the hop( of any reversionary benefit from my own Estate, 1 have really no personal interest in these questions. I have surrendered all my right and title to these Shares, as well as to the rest of my property, and I have oflered to do every thing in my power, to render them available to the Cre- ditors} but if the Creditors shall tliink fit to relinquish that, cr any other claim, for the benefit of Mr. Shaw, or Mr. M'Leod, or Mr. Mackenzie, / hnve no wish to inter- fere in the matter, provided only, that my own release is previously confirmed by all parties. In the event, however, of my having recourse to a Commission of Bank- ruptcy, the case will become very difl'erent; and until that point shall be finally ascertained, I shall resist any settlement, or compromise, or release, with, or to any of my Partners, or retired Partners; and such is the " glorious uncertainty of " the Law" on Partnership ([uestions, and S!ich is the intricacy of conflicting in- terests in these concerns, that I cannot presume to pronounce who may, or may not, be found to be liable as Partners, although I think it very possible, that some Gentlemen, who have considered themselves, and whom I have considered Cre- ditors, may find thai they will not be admitted to rank as such before the Commis- sioners of Bankruptcy, and that they may even be held to be still Partners. No further delay would have arisen on my part, in taking the first step to release myself at all hazards from these questions and difficulties, but that in the .same Letters which apprize me of the determination of the Bank Proprietors, at their general meeting, to accept my A'^signment, and assent to my releag^, the Trustees in Canada express to roe their enti. c confidence, that the example will be followed by all the other Creditors of the House; and they urge me in the must earnest terms, for the sake of my friends who are Creditors, and who have such deep interests at stake, to endure the state of suspense and uncertaint> in which I um left, a little longer, and to refrain from seeking my release through the pro- cess of Bankruptcy, until, as they confidently expect, it may be obtained by the influence of reason and common sense. I am not by any means so sanguine in luy own expectations, since I have too much experience of the lengths to which 23 some men may be led by prejudice combined with ignor^^nce, besides that I have su^irgestod some sources of probable misrepresentation by parties interested in raisleadinf,' the Creditors; and yet, in consideration of the request of the Trustees, and their representation of the ruinous consequences to so many of my friends, if my Estate is tiirown into the Court of Chancery, I have determined to give them one more chance to carry through the arranircmcnts under my Deed of Assignment, svnd therefore I shall wait a reasonable time for the result cf tiiis further and final appeal, which I shall beg permission to conclude with the followinfj Extracts of Letters which I have at difl'erent times addressed to the Trustees, and which I now submit to tlic consideration of the Creditors, viz. From Letter of 22(/ Aitffust, 1820. " Where, I would ask, is the discrepancy, ortheunexF' ined (lifTerencc, between my first " voluntary Statement, and tliis my Ultiniatiiiii ?— Where is the point wliicli any Creditor " has gained, or can now gain, by resisting' my arrangements?— What advantage could " these arrangements ever aflbrd me, unless they should first pay every man 20«. in the " pound ? — Where is tlie value to me, unless in point of feeling of that confidence, on " which, by some Gentlemen— not by those who liestowed it — so much stress lias been " laid? — What course is MOM-' most advantageous to the interests of the Creditors themselves, " without reference to any supposed interests or feelings of mine ? — In answer to each and " all of these questions, 1 wiP. maintain without fear of contradiction, not only that I am " entitled to all the confidence that I ever claimed, but fVirther, that from the beginning, " and throughout the whole of these transactions, I have been the person conferring most " important benefits on the Creditors, instead of receiving any at their hands. How I have " been requited, let my would-be persecutors* answer to the individuals and the families " whom they are about to injure beyond remedy, in the attempt to oppress mc; and who. " let me ask, shall impute to me any blame, for resorting to the only protection witbin my •' reach, against such vindictive proceedings?' From Letter of ,10^/« August, 182G. " In my very first }>i-oposal to the Creditors, I offered them more than, they now find, " the utmost rigour of the Law can extort from me. I offered them my time and my labour. " ill addition to my pro()erty ; and this 1 did, not ignorantly, but meaning to make every " poss. : le exertioii for their hcn/*/ utalcd to !\Ir. Primrose, I " cannot doubt as to what must have been his opinion and advice to tlie Hank; but people " are sometimes apt to mis-state cases in which their own interests or prejudices are en- " fifag'etl. Tlie case in point, has from the bejrinning- been (grossly mis-stated by the Aij^enls " of tlie Rank ; and if the Directors shall adopt their mis-statements, as they be^an liy ■" adoptin<.>- their compulsory |)rocess ag-aiiist me, then it seems [>robable, that all which has " been said and done, will not suftlce to keep this unfortunate Estate from beins" wasted in " legal proceeding's: and the time which has been devoted by you and by me. to atf-'mpl " its preservation for the benefit of the Creditors, will have been very unprolitably em- " [tloycd. " I consider it (juite useless, under pri">ent circumstances, to send you any further " Statements of Accounts, or Opinions of Counsel. I merely wait for decifled intelligence. " to take a step which, instead of opinions, will require derinionn, and which will probably " lake the adjustment of accounts out of ymir hands, as well as out of m»«f." From Letter of -2i^tlt Xovember, I8-^>. " I inclose you a correspondence which has taken place between T. Wilson and Co.'s Solicitor and mine; and you'll see by their Queries, that they have taken up the matter with the true spirit of litigation. 1 shall delay my answers to them, till I hear the result of the questions sent to !\Ir. Primro.se; but whatever my answers may be, I see already it is quite hojjeless to satisfy fhcin. They can always find some quibljle on which to go to Counsel, and Counsel and Solicitors may alike have a feeling tov.. s recommending an application to the Court, Now, if tlie Creditors will not apply lluir oirn understand- ing to the consideration of iheir own interest, but will thus be led by obstinate pre- judices, or by parties whose interest it may be to create dilliculties, and to incur charges, without regard ta consequences — why /must let them have their own way, and 1 think they will fiml tlie result to be, that an Estate which, but for tlivir own conduct, might have promptly paid a very large Dividenil, if not the full amount of 'lOs. in the pound, will become — as I understand the Legal Adviser of !Mr. *** said last year at Montreal, that 'all Inaolrcnt Estatvn oii reach ; neither arc they at once convertible into resources to provide for the payment of immediate engagements. Hy my Brother's last Will and Testament, executed a few days before his death, 1 am appointed his sole Executor, and sole Legatee and Devisee of all his t>tate, real and personal ; the object of which arrangement, was to enable me the more effectually to apply the whole of his property, if necessary, to the payment of these engage- ments of his House : but for this purpose, some time is necessarily rei|uired. To obtain possession of the property, the forms of law must lie observed, both in England and in Canada ; and it wotdd ill become an Executor, in whom so much confidence has been placed, and it might even be ultimately injurious to aie interests of the Credi- tors themselves, to sacrifice such property without allowing a reasonable time for the reaiizalion of its fair value. £2 3 Of tlio cngngomcnta of tlic House, a ronsidc-abic portion consists of Promissory Xulis, whereof several for Iiirfjc sums, nn- now nearly due ; and nnder tlic eireumstances in wliieli I am plaeed, 1 do not feci myself justified in payinf,' these notes, whilst there remains any nneertainty whether I could alike provide for otlier more remote rngajfements, and for the security of those Creditors who, on the faith of personal eontidence, linve placed their funds in the House at interest, and who would he the last to call for pa)'ment. My Ifijiii re.spcinsihility for tt/l these engagements is, unfortunately for myself, un(|uesti(uuihle ; nor do I seek to evade it ; l>nl in justice to my own character, 1 cnnnot assume the rcsponsiliility of the accounts in tlicir present slate ; neillier can 1 reenneile it to myself, to ask, as personal favours, or on the ground of personal confidence, the reniwal of engagements which the House may not ultimately be able to pay ; nor yet to pay oil' these large engagements, at tlie risk, fur inigbt 1 can tell, of satisfying sovtr Creditors to the prejudice of others. Ill justice tlierefore to all parties, and in tiie discharge of the miexpected and most painful duty which has de.ulved upon me, I see no alternative but to suspend the payments of the House, with n view to obtain time for tlie due investii:alii>n of the accounts, and for the advantageous conversion of the resources, and realizing of the pn>pertv, by means of which I trust 1 may ultimately be enabled to make good all these engagements. Those (iiiitlenien to whom tliis paper is addressed, are therefore reipiested to attend a private meeting al M•(iillivray^, Thain and Co.'s Compting-house, on Tuesday the '.Vtli of December, at one, /i. m. in order to take into consideration such measures as it nuiy appear most advisable to adopt for the general betu'fit of the Creditors ;il large. Miinlrial, Dudnbcr Itii."). (Signed • SIMON M'CIIXIVRAV. B Memorandum, No. 2, submit led by S. M'dUlwray to the Creditors of his House, uu the i>7//* Dmmher, 1825. In till- notification siibinitti'cl to tlie Crcditm-.s of M'Tavisli, M'tiillivrnys nnil Co., nnil M'Cillivrnys, Tliain and Co., I liavr alliidvd to the " very larjri" sums of capital wliidi ini/ iirriniffemeiiln Imvc realized " and placed at tlie di.sposul of the House within tlie last five years." And in order that this allusion may be pro- perly understood, and the cireuinstanees to which it refers, iliily appreciated, 1 ihiult it due to myself, in my pre- sent position, to offer a detailed explanation upon the sntiject. The euiharrassinent of our finances oriifinated in the lusses sustained, and the expenses incurred, during tlie contest in which the North-\\'est Company was for some years enofftffed with the Earl of Selkirk and the lludson's- llay Company. It is not necessary to my present purpose to enter into any discussion of the merits of that contest, further than to refer to the fact, now admitted by all parties,— that llie nal iilijnl in dispute all aloufr, was the possession ofthe/wo- Triiilr, and that, throughout the contest, the stniL'gle on the part of the Nortli-West Company, was merely to nniintain possession of what they actually held, and to resist the attempts made to deprive Ihem thereof; whilst, on the part of their opp(ment8, the object was to deprive the North-Wi'st Company of tliat possessici'-, which these opponents argued, was an intrusion upon i/nh lawful and exclusive rights. The merits of the ipiestion, as to legal rights, have never been decided ; indeed it was found extremely difficult to bring them to any adjudication ; and expensive competition in trade, and forcible seizures of property, appear to have been the lueuns most relied on by the assailants, in the commeneenient of this contest. It is not, how- ever, my present purjMJse to refer to the scenes of violence, the accusations, and the recriminations which ensued ; but merely to show the necessity under which the Partners of the Firm of M'Tavisli, M'tiillivrays and Co. were pecnliarly placed, to resist, by ull means in their power, those attacks upon interests which l/i their friends, niid which had been placed at interest in their bands, was all embarked in the trade of the Nortli-West Conipanv ; and upir mr, and I often found it no easy task, during my winter visit to London, to organize resources for the payment of demands during my absence ; and during the whole continuance of the contest, with the exception of these occasional and very needful visits to London, I scarcely remained nnt month, in one place, at any one time. For my limthcr, also, 1 beg to state, lliat, in some points, the contest bore more heavily on hii time, on his person, and on bis feelings, than even on my own ; and the ordinary duties of superintending the details of general busines.", and of regulating current expenses at Montreal, devolved necessarily on other Partners; besides that, probably, the expenditure of individual Partiiers was less attended to in the midst of the bustle which prevailed, tlian it would have been under diirerent circiniistances. Before the commencement of this unfortunate contest, the concern had been a profitable one. Large fortunes bad /urHicr/i/ been made in tlie House; and, but for the competition of the IIudsou's-Bay Company and Lord JSelkirk, it was not doubted that the trailf uould continue to yield lari"' -irjifi'ji. The elfects of the impendipg nuitest were nut duly appreciated ; and tlie Partners had gut ton. mi eh into the habit of regulating their expenditure lather according to their own inclination and convenience, than te their actual income. My Hrollier was considered a man of fortune; and be lad been, in fact, originally the only capitalist amongst us; but A(.i Vnrtnen also, sceuu'd impatient to figure in t.;" character of men of fortune; and some of tiiem, who had not brought a .shilling of capital into the House, had sc.irccly got their names admitted into the I'irui, when tliey at once launched into all sorts of expenses ; — got married,— set up establishments, — and gave ciilertaiinncnts, — without considering whctlicr or not they could aiford the means, and without regarding the limits 1(1 demands on the funds of the House, wl.idi were fixed by our articles of agreement. It is not my wish unnecessarily to drag forward the names, or to stigmatize the conduct of individuals; but, on the other hand, the lirrumstnnces in which I am placed, preclude my suppression of the truth, in deference to the feelings of any individuals ; and if my statement is questioned I have only to say, let the facts Ik- investigated. This system, of extravagance became ai last too serious to be overlooked, but it was not easy to interpose an eilcctual check, especially after things bad gone a certain length ; and those of us who were the most interested ill interposing such clieck, were also the most occupied in the urgent and laborious duties connected with the con- ti'st, in which property, character, and personal feeling, were alike assailed, and alike -i be defended; so that c\ ( II the repression of the extravagance of Partners, came to be considered comparatively a secondary object. If it be said, that all were alike interested in preventing the waste of the House's means, 1 will answer, that at the time of wliich 1 speak, some Gentlemen bad already drawn upon those means far beyond any share they could ever expect to derive from them ; and when this system of extravagance was continued, in disregard alike ofremonatrances, and of the repeated promises of the parties, as well as of the stipulations of our agreement ; and when the peculiar »ltuation of the IIouro at the time, in taken into ronHidcrntion, together with the dnnpfer at all times, orqnnrrrllinfr with Partners, who have it in their power, if Hiippru-H an* refused to them, to incur debtn, which niuil lie pnid ; it will be ohviouR that the rase wna une of Home delicjii'y ntul een the most anxious to abandon the ship, when they thought her sinking, were now fully entitled to participate in the salvage. The Partners of the North-West Company consisted of tun classes ; first, those possessed of some capital, who had generally retired from the concern, as alreanvcrtible into money, and by which arrangement, if time shall be allowed to realize the stock at its full value, I liave, at the sacrifice of the prospect of a lari/i' reversionary fortune to myself, brought into the funds now applicaldc t.i tlic payment of the engngeiiients of the House, tlie whole value of tlie capital so given in, say W,000/., and a liirtber sum of clear profit, exceeding 100,001)/. sterling. This personal sacrifice of my reversionary interest, for the sake of immediate resources, I made, in con- sifloiation of my Brother's situation and feelings, though without his knowledge ; for he was at the time in Canada, and did not even know the particulars of our negotiation, 1 was also inllueneed, by having discovereil, or ratlier, by having cause to suspect, that the engagements of the House in Montreal were larger than I bad previously anticipated ; althougli, even tAin, I hud no doubt what- ever of being enabled, by means of lliis last arrangement, at once to pay olf all these engagements, which there Mas a manifest object in doing, because, in Canada, we paid interest at the rate of 6 per cent., while in England we received only •'') or 4. It was publicly declared by me , liolli in London and in Canada, that the chief object of my voyage to America, III the beginning of the present year, was to settle all these engagements, and to bring all my concerns in this Province to a final close. It is of no use /uvr to dwell upon my disappointment, and dismay, at finding these iiifragcments so lieax-j-, that all tlie means 1 liad procured, by my arrangements and sacrifices, may possibly be insufficient for that purpose. My object is, neither to excite, nor to make any appeal to, sympathy or compassion ; but merely as a matter of fact, to show the Creditors of the House, liow much l/iry have benefitted, by exertions on 1111/ part, which, it is now possible, may leave little, if any surplus, lu mi/n://, but which, I submit, ought, at least, to give me some claim to Iheir confidence and consideration, f^ Lot It not W InipiitPil to Pirntiam, lliat I itpciik in the f'ir»t pornonnl Hiniriiliir, fur I am porfi-rtly pntitltvl nn to (111. In tlic«c iirriuiKi'iiiciitu 1 liiul mitlii'i- millmrity, imr iiintriictioiiH, nnr anMiatnnrf, Iniiii llic North- Went t'oui- piiiiy, or from M' I'hvIiiIi, M'(iillivray» und Co., iior did I uct on tlie bolmlf, or im tlie llepri-gcntiitive, of Htliir conci^rn. I iii'jifotiati'd iirranKcniciits, iind, a.n tin* Di-imN will tliow, I i^xpciiteil Deeds, i» my »«•« iiiimi niiil nif/if, anil '/» mi/ nwn Trsimiiiihililt/ 1 and wIiimi I vxt-cuted tliu uKri'iMiK-nt ivitli tin; IfiidHiiii'H-ltay Coinpany, I liail not even u l'o«'or of Attorney from my llrotlier ; aUlioutfli /«r him I hail entered into ntlpnlationn } and the (.'oiupany had ni) Bccnrily heyond my pemonal rti)raK>'mcnt, that the arninxenunt uliould be rarrieil into clfect. I had, indeed, ii mural eonl'idenee, that whaterer I diil, my lirother woiilil Mipporl ; and that our united infliienee would carry lliriiuirh any measure, wliieh wan rifflit in itself; and neither In this, nor In any other point, did he ever derelvo or disappoint me; liut injustice to myself, I must declare, (lie arrannements were mine, and he merely aided me in carrying them into ell'ect. As to matters of separate personal interest, mich Hi the division, betwixt ourselves, of the benefits thus ncf|uired— the pidnt never was made a subject of disciissiiin. Our mutual (diject, and that for which eaih was at all times ready to make every sacrifice, was to maintain the character of the concern, and lit support the credit of llio House. Neither of us had any diMd)t as to the idliiimie possession of a lar(fe fortiine, between us; and every tbinfr beloninnit to either of US, was considered so nuich in the li|rht of common property, that we thoui^bt very Utile about the ultimate distribution of it. In »iy arrauj^enients with third parties, 1 always placed my llrother's name bel'ife my own, and his interest on an eipnd fuiitiiii; ; whilst, on the other hand, hr :dways considered that this eipnility of interest should apply "«/// to our prrsnil shares in the trade, and he always looked on the loHlintiriit and rrvrrainnnn/ interests, which bad been aiipiircd tolely by ray nrrnnj^cments, and which prubnbly would not fall in durinf? Ai.t life — to be mi/ sole propertv . In the rtrst Deeds with the lludson's-llay I'onipiiiiy, all the conditions and benefits were stipulated to bo fur the .vi/r(ii«rj and ii/riirnr of the rontractinif partiet ; and as the afrreement was for a period of twenty-one year-*, //ii'.v arrangement was made with a view li> prevent any fpn-stion about succession, in case of the death of any of the parties, but was not meant to alfiVt the separate rights of any of those parties, or their representatives. When subseiiuenlly it became necessary to make artanifeinents betwixt ourselves, for findinp^ the Capilal, which I had enga)(ed we should supply, a Deed was execiiled in May I't'J'J, by wliiili it was aff reed, that durinir both our lives, we should /(niW/v provide the CapiUd, and eiiiiiilli/ divide our shares in the trade ; and that in case of the death of either of us, durin;; the twenty-ime years, Ibe responsibility of lindinj^ the whole Capital, and the whole of the reversionary and contingent interest, which I have meiilioneil, ■■lii'idd devolve to the Miniior. As the difference of age betwixt ns was eighteen years, besides the impaired state of my Hrother's conslitution, the j.iobable effect of this Deed was obvious, aod ii fully conlirms what I have stated, as to hii views in regard to the iiieanii acquired by my arriingeincnts. In my arrangenn'nt with the Hudson's Hay Company in lH'2l, this rtvirximiari/ mnl uiiiiiniriiil inlermt was, in common with our other rights and claims, given up, in consideration of receiving the Hudson's-ltay Stock ; and it was taken as of more value than n// oHr /ircicn/ shares of the trade uniler the general arrangement. It was, as the probable survivor, mi/ sale imd separate property ; but I did not therefore make any difference betwixt my lirother and myself, in the distribution of the SKK'k obtained in exchange for it. On the contrary, an equal sum uf that Stock wns placetl in the name of each of us ; and as no part of that so transferred into my Brother's name, could be disposed of, without a sjkiiuI I'ower of Attorney f'om himself, and as a large sum of Stock was imme- diately required, to be pledged for sums of money which bad been borrowed to meet the engagements of the (louse, the greatest portion of mi/ Stwk was at once transferred for that purpose, whilst the part nominally hin, remained apparently unincumbered. This was the state of matters when I left lllogland in .lanuary last, and on my arrival here, lie imincdiately oxecuted Powers of Attorney, to ratify the Deeds into which I had entered on his behalf in England, and also for the transfer of the Stock placed in his name, if requisite. It was a part of the arrangement, under these Deeds, that the fmal account of the distribution of this Stock, and the payment of the luouey borrowed on the credit of it, F a olioiilil lir ftdjuntcil III Lnmliin I'l Jam nrxl: nml timt Riljiiitmcnt ttill rcmndifi to titkc iiliicc, nltlioiifrh Am ilinrc nf it now ilev(itvi*N vipoii mr, in niltlititin to n\v own. It ii Ncarci'ly iirci'iiMiry to point out liow iiiiicli it adiU to the irviiritf of tlio I'ri'ilitori), tlmt Ht rnrricd, evdi Ui/iiuit Ihe ifraiir, tlic fi'clinjr of ri'riproriil coni'iilrnro wliich linil nlwnyit iiiil)Hitti'laiii'i'H ari' 111! intiinatrly known to my fricnil Mr. I'llicr, wlio wim in fnct ii pnrty lo all tli« Ih'rilH wliicli I have inciitiont'il ; iind in iillnition to thi' liiil ml of my llrotlirr'a lifi-, I rnrinot n^iHt tlio impuUe tu ipioto lioro till- followln^' ]>aiiitii)(t> from I'llii'r'il Ijutt l^'ttor to imp, iliitcd on the 'Jlilli of Ortnln-r Innt, vl7.. " HIh iinxii ty to pliicc in yonr liiindH i-vory mnins nnt' allcndril witli cxtri'mr ditruidty and ciidiarraihiniiit, and tlir wisdom and prudcnci' of tin- laitl " net of Ilia life— are all ito ninny pronfa 'if proofa indood were wnntintt to tlioic wlio kiii'W him) of n mind gUtvA " with no onlinary (pmiiticx of iiiaidiniMH, iiilcfrrity, nnd tlic ldgli(«t prinripli'." 'I'lua triltntf indeed it jiixtiy due lo lilt ini'inory, and I ennid easily irniai)(e upon tlie anlijoet ) but tliat it ia nut my present piirpoae, either t<> Indnigc my own feelinirii, or to intriiilc npoii thoNe of uthera. I truat, however, I may lie permitteil to nddnee thia laat net, of ii man in tiic Iniit »{,ifie of airuravated and protrarted anlferinx which onr nature ia capalde of sutitiinin)^ — tliiH anxuly for the intereata of hit (reditora, even wlien ni.aldc tu tliink of tin: iuteresta uf hia owii Fnndly — na an ar^rument to Hei)(li with thnae ('reditora, in their iiieitiiurca towarda hia properly, and towarda Ida Family. I do nm ask llii'm ti> rrlitiipiiaii any part nf llieir eiainw, lint merely to allow lime, to irevenl my Hrotlier'a property nnd my own from lu'injf ajicrilierd. In the adminislriition of tlie aiUTeM»iim lie- • ;n>'atlie and miiir are in fact thi' aame. Were J not — iinfortiiiinti ly for myself— li.ihle, as a t'nrliitr of the Montreal lluuae, for all its cnnaKementa, I should lit this moment he its larireat Creditor, linl'nlH: Instead of seeimr, as I now miiat aee, the whole ai<|ul»i- tioiis of a life of no common exertion, and uf exertion trenerally siK'eessful, awallowed up by the en({ii(femi i.ts of n concern, over the financial arraniiemeiils ri' which, ia refcard lo the expenditure of nioiiey, 1 had no control ; and from which I have never derived any henelil. it WHS only in lKl;t, tlmt I actually liecami- a Partner of l!ie House, ami i-inee tlmt lime no profita hnrc been divided ; tlierefore I have neve: shared In any jirotil^ of the Umisf in Muuti-ial; and I'roiii the trade or profita of the Siirth-iVcil Cum/iniiv, except my Commissions as n London Merchant, /mrioin tu iKl.t, 1 have never diretllyur indirectly received onf .^uiVcn, which/m-H am induced to nietion, merely hccniiHC it baa lieen alledfted hjr some of the lilieriil and pratifiil Partners of that cnncrii, that I had enriched myself at llnir expense. M;/ traiiHnclions and expenses, being now siihjecl lo investifration, will at Icnal prove ihe falsity of any rumours impiilin;; to me either aelfish or illibernl conduct, townrda any of my I'artnera or ronnexiona ; nnd in tome I'lvaea, I inubl confciii il might have been better for iny Creditors, if I had been more alndioiis of my own interest. I liave Acre, however, alated all matters as tlicy really took ]>lace ; 1 have «i t for' 'i our nrrnugenienta na they were inaile ; I hnve to the heat of my knowledfre, cxpluiiied how onr concerna came into their present atute ; and I trust ! have shewn lo tlie Creditors, th.it wliutever disappointment thrii may feel at the siisprnaion of our payments, and at the liilni/, or, as they may apprehend, llie loss, likely lo arise on the final settlement of our concerna — yet, t!ial ill these concerns, / am the princip.ii siiirerer ; that if it had not been for mii arrnngeinenta, Mrir situation would have been very different from what il is likely to be ; and finally, that il is mi/ interrtt, ns much na it ia my wish, to make every exertion in uiy power, for the bemlil of the Elstnte, and for ihiir ultimate aecurity. Sfontrtal, i'ih Dti. 182j. (SigucdJ SIMON M'OILLIVRAV. To the ('ntlitois of lh( Finns of M'Tavish, M'Cillwrm/s and Co., and M'tiillivrm/n, Thaiu oiHl Co., Purlki to my Deed of Assignment. (if.NTLI'.MKN, lonJvH, 2»M Ju/y, 1H20. 'i I iiAVK Miri'ndy to fully rouiinunknteil to tliv rrii:i<» to wlioni my pruprrty ImH Ixcti niiiiif pii'vont the linal lU'fi'iit ol the iirraiitteiiieiil^ wliirli hiivr been ilrvincil for your hi'iii-fit. It in not neciasiiry that I 111011111 roi'iipitnliito tlir >liili'Miriitn Hiibiiiitteil to you liiHt winter iit Montri'iil. 'I hey were ileeliireil to be hijjhly Hiilisfmiory, liy nil the Crecliliirs who ntteiiiled either of the three NiieeeMive ,Meetiii((M wliieh look pinee, anil lliey remain m. rreoril, in the pciM.ieaiihin of your TrunteeK. Neither ia it bt'roiniuK that a inuil ihoiihl Miy too niiiili on Ihe xiilijert at hit nn n euiidiKl or charaiter; but, nasailed as / iimr am, — loiineioua a:* I am, III' havini( iiierileil lukiiowleilKUienl, rather than har.shnu.sti, at the bands of my Creilitors, — and eoiifulrut as I am, that the more publicly nnd the inor« rigidly my iraiiHactionH nro ncrutinized, the more evidently unint appear the fairne^H and iniparlialily of my conduct totranl.i my ( leditorN, to nay the leant of Ihe mailer;—! Iru.1t I may be exeimed for exprennini; my Murpri/.e, that any of llieiii should refuse tlieii a»!ient to the arraii^eiiieiits wliieli 1 voluntarily offered for their benefit, niid which included every sucrlficc uf properly and of lime, that law or jiittie? eiMild reipiire nt the liuiidij of any Debtor. .Sueli eoiiiliiet in (reditorit, wouhl ten I to reduce to the same level, the mail who pnunplly nnd iiiireserveilly comes iDrwanl of his own accord, to declare insolvency, mil imputable, be it remembered, to any tliiiiK done, or b'ft iiiidone by /iihmc//', to ',ii. render his property for the payment of debts, ;i<tanil vindictive proceedings which may reduce uie to that necessity, can be resisted ««/'/ by mciiBiires extremely injurious to yuiir interests, as well as subversive of nil my hopes of bringing theie concerns to any satisfactory termination. You will recidlect, that it wan early in the month of J>ecember last, that I received nt Montreal the afflicting intelligcnru of the death of my Inte llrother, at the same time with the infurmatii n in regard to the state of my own concerns and resources in I'ngland, which induced me to determine upon suspending the pnyments of our House, and at once declaring its situ.ition to the C'lvdilors. During the remaining part of the luimth of December, 1 liod no payments of any importancu to miike ; and some small deposits of money which I could not help receiving, were laid aside in inv desk, nnd siibseipiently returned to the parties to whom they belonged. So soon as the conviction was forced upon me, that I conhl not meet all the engagements uf the House, 1 acted on tho ground that it was useless to put olf the evil day, and that it would be wrung to moke any payments which should have the effect of giving to iwy one set of Creditors u preference over others ; but from this general principle T 10 I luiuk' two oxc.-ptions, iind not out of any funds liolonRing to lln" House; but out of in\ own sopiirnle property, I umilo arnuiiriMiuMls for siTurinif iibout 12,000/. o' public money, belon(''..i:{ to tbe I'rov'ure of Upper I'nniidii, anil I I ,()(tO/. (if I'roinissorv Notes, indorsed for nu- by a Frirnd, and di»eounted at tbe Hank ')f Montreal. In regard to tbe iiulili.' money, my arraiiireinent in tliis matter baa prevented pri liriira wbieh Cioverninen.. nilKbt ollierwise b.ive ado))ted, and wbieb woidd bave cnforeed tlic same result ; and i.. egar.l to tbe Indorser of my Nolc.s 1 bave riiilv to say, tiiat t,. provide/;//- hh serurity was m;t individual debt, beeause it was for /.i» , and witbout any seeuritv i>r reeiproeity from /.'- //.-».»<, tliat be bad ineiiired tbis liability. I was about to nmVi a saeriliec of a separate personal F.state of above 100,000/. fi.' tlie payment of Uie debts of uiy rarliu'is ; and if, out of Ibat sum, I secured tbe (inly separate personal debt 1 owed, ' tbougbt it was rijfbt, and 1 siow find it wa.< lawful, am' that undevtbe «aiilaid in full out of my separate r.state, before it sbo\dd beeome liable for tbe Tartuership Debts. Witb lliese exceptions, 1 made no distinction between any other parties, but .-eted on tbe priueiple of "felling the tr.r «.« it .^;>od." My nearest friends amV fan>ilv connexions, wbii were Creditors of tbe House, are placed on tbe same footiui; witb those whose imuies and claims were alike iniknown to me when 1 arrived at Montreal ; ai .b.-ever may be the result, 1 am prepared to prove, and 1 feel it due to mvself to repeat the assertion, that no ma i ever met Ins Creditors more entitled to their approbation at leavt. if not their aeknowledu'iniiit, than myself. The arrai.ixenient fer tbe security of Mr. Ibinu and Mr. ..rard, which I declared openly fnnn the iH'ginninir, and wbicli is as m\ieh on record as any of niv otlu'r transactions, I have not indeed beard directly blamed ; bui I have heard that ullttr /iciwu/i.^ are di: atisl'id, beciuise t/n i; iil.tn were not cimsiilered p'ivileired Creditors ; and Irnm tbis dis.satisfaetiou, and tbe proeecdiiiL's to uhitli it has led, I'us arisen the occasion for my troublincr ynu with this l.clter. The lirst meeting of the Crcdi'-ors look place on the 27lb of December last, « hen every tbin|f within my know- \ci\fse was deilared, au.itlie arranvenuiit lor llu- security of Vr. Dunn and Mr. (ierrird was particularly explain-.-' to thcni. At tbis 'eetinji also, my voluntary oi'er to make an Assiirnment of the whole of my own and my Hrother's F.state, for the payment of tlie House's debts, was received w'lt. sympathy and applause. I-"ew men are c:ipabieot more intense iipplieation than 1 di'voteil to the task of inMstiiratinif accouuls, ami collcctiujr and digest- iuL' information, preparatory to the second nuclinji cju the 2rith of January, at whu 1; the Deed of Assignment, and the statements therewith connected, were full'- discussed : and at tbe third meeting, wtdch took place on the '2d of rebruary. tbe Deed was executed, having' previously been modified ti> suit every condition and precaution sug- gested bv any of tbe t reditors theoiselvcs, .iml in smne of which, I confess, i thought they bore rather bard upon me ; but I r.. ver anticipated that any ('^l•ditor^ could be so blind to their own interest, as to oppose, or to institute proceedings to set aside an arrangeuieiit ji t'eiicfieial to tbemaelres ; and in the confidence that nothing of that kind could ta'v." pla( e, and anxious to p"vent Ihe sacrifice of my fuuds in I'nglaud, for which purpose my own presence anil exeilioiis were indispensably i-e()uisitc, iliiistened my departure from Canada, leaving my Deed signed by about one half in value of the whoU- of the Crcilitors. The remote residence of many of the t'lvditors, rendered it impracticable wit'.iii the time, to obtain their assent, or even to receJ e any coinuinnicalion from them. There were also other t'regenii-nt in London, had always supported the highest character for credit and regularity, it was quite impossible for me to anticipate, nor did I anticipate, that any dilliculty could have ari.sen in the payment of my Bills. But in the mean time, the fmancial panic, the suspension of conunercial ciedit, and the depreciation of all property, which have since produced such extensive distress in Kiigland, had already couiinenced ; my Brother's state of healtli rendered him incapable of transacting any business after his arrival in London ; and his death, without having transferred the Hudson's-Bay Stock standing in his name, locked up means which might have been derived from that resource, to a much greater amount than the whole of the Bills in question. Of the 20,000/. Hudson's-Bay Stock, which 1 had left in the hands of my Attorneys, Kllice and Fraser an anunmt of 17,000/. had been by them pledged as security for ;il,0()O/. wli.di they borrowed to nuet the .iigagemenls of M'Tavish, Fraser and Co. and the remaining sum ii ;H)00/, was subseiiueutly transferred to Mr. Kllice, in consideratU)n of monies paid by him for the same purpose, My Partner, Mr. I'rasir, liad advanced, out of the funds so obtuiueil, above HOUO/. on unsuccessful I'nderwr.ting Acciumts; and a further sum of above 111,000/. on A'/inrct of mw speculating or projected Publi<- Companies, in which lie had eiiibarlud after my departure from Knglam., and without my knowledge, although for our ji int aecoimt ; so that, besides the depreciation, whereby my 20,000/. llud.Min's-Hay Stock, instead of .Ml, tJOO/., 'uoduciil only :!",0()0/. these triui.saetions of my Partner deprived nu- of actual !r.,iuey to the ainoimt of lri,(00/.. and the funds in liis hands being thus exhausted, the conse(pience was, that when my Bills from Canada, drawn "!i liie Jlst of October, H.^rc presented, t'lCy were sulfered to be protested for non-acceptance. 'ihe intellig'nce of my Bills being thus ilishonoured was received by the Mo.itreal Bank, and coinuiunicated to mc by the Cashier un the 21st of January, four days betore the s'Tond meeting of my Creditors, already men- tioned. I Imd previously, on receiving the information wh;cl> induced me to stop the payments of the House, written most earncsliy and urgently to Mr, Klliie, to request that all my Bills should be paid out of any funds belonging to me, in possession or in expectancy ; and so long as 1 retained the direction of my own com erns, I continued to urge the same retiuest ; but from the time that I agreed to make an Assignnu'Ut of the whole of my remaining property for the general and er me to ait with any confidence or security ; I shall have no alternative but to avail myself of the provisiim in the new Hankrupt Law, whereby a declp.ralion of insolvency filed at the proper otRcc, will at once place my j)er.\nn under the protection of the Commissioners of Bankruptiy, leaving the Trustees and the future Assignees to contend for my ])rr)perty. Those Creditors whose prosecution may be the immediate cause of this catastrophe, will not theriby obtain any preference over others, but all alike must proceed a.s be»t they may, to establish their claims ; and the difficult, , the complicated and protracted litigation, imd the enormous expense which must necessarily ensue, will be ruinous to the Estate, and most destructive to the interests of all the parties concerned ; excepting only the Lawj-ers, to whom it will yield a plentiful harvest of doubtful points nv.tl heavy fees. Amongst other questions which will imme- diately arise in regard to the l/udson's-Ba;/ Slock, will be the following :— 1st, Will uiy interest therein be vested in IS the Assignees to lie appointed nnder the Commission of Banlcruptcy ? or cnn it be held and disposed of by the Trustees to whom I liavc assigined it? — 2d, Will ynu, and the other Creditors who ure parties to the Deed, rclin- (luisli yonr claim under it, in order to be admitted to prove your debts under the Commission ? — 7'/jw last question would probably depend upon the decision of the fornu-r, and whatever that decision might be, still, unless you nil consent to such relinquishment, will not the Trustees, for their own security, bo obliged to maintain their title under the Deed, nnd to try the question with the Assiirnees ? Further cpiestions of extreme intricacy, and great uncertainty, >rill remain, as to the relative rights of the Creditors of the /Arte Firms, of N"Tavish, M'Oillivrays and Co., M'Gillivrays, Tbain and Co., and M'Tavish, I'raser and Co., as well as the claims on the separate Estates of the different Partners ; and all these points must be discussed in the Court of Chancery. I would say ikcitliil in that Court, beforr. any Dividend can be paid ; but really 1 know not where or when to look for the ihcliion of them ; and if I nmy judge of the future by the past, and so estimate the time this matter will occupy in Court, by comparing it with the time which has been occupied by other causes of less intrinsic difficulty, then I .shall be warranted in saying, that the tlecisinit is not to be expected during the remaining term of the Charter of the Bank of Montreal ; and in the moan time, neitlirr the Bar';, nor any other Creditor, can receive one .shilling of their claims, unless what may be recovered by hypotheca.y creditors proceeding against real Estate in Canada, under the local laws of that Province. It is difficult, uii.ler such cirruinstancos, to understand upon what principle any Creditors can determine to persist in the pnjccedlngs now adopted by the Directr)rs of the Bank of Montreal, or what explanation tinse Dir.^ctors will hereafter offer to their Constituents, for tliis ruinous waste of the propertj- of the Hank, in common that of the other Creditors. Do they expect to estalilisli a claim as privileged Creditors .' If so, tlicv will I iicn it may be too late to recede, bow much they iloceive themselves ; and their present proceeding, which IS one merely of personal annoyance by conipul.son,- process, does not at all tend to the establishment of any privileged claim on my F.,statc. If the Directors should tliiiik, or should be .idviscd, that they have any chance of establishing a claim as privileged Creditors, the r.itioiial course for them to pur.-.ue, would be to state the irroumls of such claim to the Trustees, and to execute the Deed, subject to a reference of such claim to Barristers of eminence in the Court of Chancery ; or they might resort to an amicable suit, so as to obtain from the Court itself :i de( ision of the point on which they may rely ; but tlit- present proceeding is a personal Action at Law airainst Simon M'Gillivray and Thomas Thain, and that Action followed up, infallibly makes these Defendants Bankrupts ; after which, no subsequent change of opinion, or admission of error, by any or by all the parties, will avail to prevent the ruinous consequences which have been sufficiently st.ited, and from which it uumilestly results, that the (lecisiiia now to be taken, wliat<'ver it may be, will be irrevocable. I have perhaps no right t> imagine, that in this nuitter tliese Directors can be actuatec' liv any other feeling loan a wish to promote the ir terests of their .Stockholders ; but evident as it is to mr, and as I tliink I must have in.ade it lo i/uii, that instead of promoting those interests, the proceed!- < in (piestion will be most injurious to them, 1 am indiic-d lo suggest the consideration, whether this is not one i nose cases, in which the Stockholders themselves w.- :: ) "■■• iie most competent judges of their own interests, especially if there should appear any cause to suppost ...i ■ ;• V'ciing of iriitation, oi animosity, or old grudge operating on the uiiuil of any individual, against m" (. .; lii xions, coidd have been mixed up in the recent resolutions of a majority of the Directors, A remarkaliie . .1:', ■;.> (./x'h/uii appears to have taken place at the Hoard, as well as utAer recent changes, :uid t.'ih 1 bangc certainly Wi-< jeexiiccted by lue. The late President and Vice-President of the Bank, the present President, and all those of the Directors who were Creditors of our House, are already parlies to uiy Deed of Assignment, 'J'his I.illir is addressed to these Gentlemen, in common with the other parties to the DccjI, and I appeal to each of them, whether they have not individually expressed to me their entire approbation •<( my conduct in these unfortmuite concerns, their conviction that my arrangements were the best which could be devised for the l)cnctit of the Creditors, and their belief, that it was only by means of my own assistance and superintendence, that thcBC complicated affairs could ever be brought to any satisfactory ternnnation. The same sentimc.its were expressed by two other Directors, who were not Creditors, but to whom, as personal friends, I cxidained all my tr.ansartions ; and 1 havi: not heard a differenccof opinion from any person, whether Lawj-er or Merchant, in Canada or in London, to whj.'.! 'a circumstances have beer stated. It therefore seems rather extraordinarj', that a majority of tlit 14 y.rcsent Dircctorg should be tlic only individuala linving cognizance of tlics.'' nrrangcnionts, who sock, if they con, til overturn thciii, and thereby to ruin the interests of nil the Creditors roni oetcd with them, not excepting those of tlieir own Constituents ; and under these extraordinary circumstances, I submit that it would be well for 'he Stockholders who nave the largest interests at stake, to make sonic in(|uiry into the composition of this majority of Directors, and to consider what interest they individually may have in the Stock, and what grounds or feelings tliey may have acted upon in their recent decision, before that decision shall linally be carried into effect. If any opinions cr recommendations from London should have been amongst these grounds, then let the statements of facts therein contained be compared with mine, before any reliance is placed upon them, recollecting always, that m?/ statement is that which I am prepared to maintain on oath in the Court of Chancery, wliilst the state- ments of other persons in regard to my transactions, may be nothing nioro than mere surmise, such as assumed by Messrs. Thomas Wilson and t^o. in their correspondence with me, as already stated. In short, let the Creditors and the Bank Stockholders look coolly at their own interests anil I really think the residt cannot long bo doubtful. In the event, however, that pre'.: '''.e, or the hope of obtaininu; some advantage over the other Creditors, should still lead the Hank, or any other Dissentient from the Deed, to persevere in withholding their assent from it ; and in contemplation of the unavoidable consequence, whereby my arrangements for your benelit will bo linally frustrated, it was my wish to have been inab'-l to point out to the Creditors who are parties to the Deed, that course of proceeding which would bo most conducive to the j. • •• in of their iulorests under the aduiinistrutiou of llie future Commission of Bankruptcy, .mil on that point 1 i )'...ined, and transmitted to the Trustees, a special (Opinion of Counsel, which they will be ready to couinium. you ; but the point is involved in so much of doubt and difficidty, that in my present position I can scarce viiuure to olfer you any specific advice. Any preconcerted measures, such as sending Powers of Attorney, or .\flidavits of Debt, to this coimtry, might be resisted, as collusive or fraudulent ; and for me, the only safe course appears to be, to do nothing, but let matters take their course. By my Assignment, the Trustees arc in possession of all my property, both in Canada and in England, and also of the Partnership Assets, so far as it was competent to me to assign the same ; and it is the opinion of my Counsel, that the Trustees could maintain this possession against the Assignees under a Conunission of Bankruptcy. The question, however. Is doubtful ; other Counsel may take a dilferent view of the case, and 1 have at this moment before me, an dpinion dated this day, given to the Iluds.jn's-Bay Company by Iheir Coiinul, ■ind whereby the Company is advised, in recard to the transfer of my Hudson's-Bay Stock, " nut to act ot/imiisr " t/mri iintler the iancliuii of n (oiirt ' interests, that the matter should be brought to as speedy an issue as possible ; and after waiting a ri'asonable time f.n ihe result of the present communication, and unle s, in the mean time, the Bank prosecution nmy liave brou;rIit it to issue for me, then I may venture to promise voii, that on my own part there shall be im dilay. I remain, respectfully, (iKM'LtMKS, Vour most obedient Servant, SIMtlN M'(ilLLlVKAY. I' A I R. M'MillKii, I'hHlei. )(■.« SIrerl, Co»enl