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Coo^^ g, ^, • *-v / (Jr^at )^ortl7-U/e5t on the shareliolderH, because, to accommodate the traffic offered, they would be compelled immediately to supply a large amount of roUin^^ stock at their own cost, although included in tlie price paid the contractor. " I enclose estimate made by T. Wastie, a man of gi-eat experience, of crop of wheat alone which will rec^uire to be moved this autumn over our line ; ana also from the Reeve of Humiota in regard to this district ; other traffic will alone be very consideraVile. " In conclusion I may say, that we suffer much from the assertion in London papers tliat the deists uniler Clause 27 are not all paid or settled, and we shall be glad to get a certificate to the contrary as soon as possible. " I have the honor to be," " Your obedient servant, •• (Signed) J. A. CODD, *' To Hon. " Prendent. " Minister of Railways and Canals, " Ottawa." Receipt of my letter was acknowledged by the Department, but a copy of it, or the information contained in it, as well as the confid- ental report of our consulting Engineer, was immediately supplied to our said contractor, by or from the Department, and have since been used by him greatly to our detriment in court. Notwithstanding the warning given in my letter of 4th August, on the 13th of August a report was sent from the Department of Rail- ways to our contractor, with whom, I repeat, the Department had nothing to do in the matter, through his solicitors, containing a certi- ficate of the Chief Engineer of Government Railways, dated 10th August, stating that a final inspection of the line had been made and that the railway was completed, equipped and in running order, in accordance with the terms of agreement made by the Company with Her Majesty and the specification attached. On the sume day the solicitors to our contractor, A. Charlebois, demanded payment of the balance of £150,000, on the ground that the Government had made the final inspection of the road, and given a report that it was completed and equipped according to the agreement of the Company with Her Majesty and the specification attached thereto. The final inspection of the line was therefore made, not only without application from the Company, but without their knowledge, no notification having been received by the Company or any of its officers of the intention to so inspect. The report signed by the Chief Engineer on the 10th August — six days after the Company notified the Department that they had not yet completed their line, and sent out of the Department to the said A. Charlebois's solicitors on the 13th day of August, more than eight days after such warning from the Company had been lodged in such Department — was absolutely unti'ue, in so far as it said that the line had been completed and equipped and was in running order in accord- ance with the terms of the agreement made with Her Majesty, as the Schedule annexed hereto, showing the state of the line at that date, in regard to certain things, and the requirements of the said agree- ment and specification regarding the same niattors om ntutenl alxjve will show. The effect of this erroneous report having l)een improperly com- municated to our contractor in place of to the Company, and more- over the statements in it l>eing untrue as regards completion, has been to deprive the Company of all power to enforce a fuUfilment by the said contractor of the terms of his contract, and has enabled the said contractor to take proceedings in court that have caused the share- holders to be saddled with a loss of over -f 200,000 Iwjyond the liabilities they undertook, and has enabled him with impunity to break up the finan- cial arrangements made in England based on his contract, to do for the Company that which they had undertaken to do in the agreement made with Her Majesty. The original financial arrangements in Eng- land having been upset by the failure to complete and equip the line as agreed, it was impossible to make others until the line was com- pleted ; and in order to get possession of the line, the Compaiiy^was compelled to agree to complete it themselves and yet agtrtt la ppy Mr. Charlebois $68,000 more than the original contract prices, neverthe- less, immediately upon obtaining possession, the Company proceeded with the work and opened the line for traffic on the 15th of December last, but now find it impossible to complete any financial arrangmonts owing to judgments obtained by the said contractor by means of the report erroneously made by the Chief Engineer of Government Rail- ways, without previous commuication with tne Company holding the contract from the Government, and, finally, possession of the certificate or report, untrue as it is, and has enabled the said Charlebois to obtain an order of the Court of Chancery for sale of the road with, as I be- lieve, the intention of getting possession of the property himself, or, through his friends, for the amount due to him and selling it to others. Those associated with me in England a»'e thereby exposed to the loss of the large cash capital already invested by them in the undertaking, amounting to over $500,000, mjide upon representation by me and others in good faith, as to the security offered by the fact that the line would have to be equipped and constructed to meet the reqirements set forth in the agreement with Her Majestey and the specification attached, before the balance of the money could be called for, the power to enforce which was taken away by the issue of such certificate to the Company's contractor. From the foregoing statement it will be apparent that, notwith- standing the efforts of the Company to carry out their agreement with Her Majesty, and to keep faith with the public by operating the line at the earliest time possible, to effect which purpose they even agreed to accept the consequences put upon them by the erroneous report issued by the Department without their application or knowledge, namely, a loss of about $200,000, they still are utterly powerless to effect any financial arrangement, by reason of the continued damage to their credit, through the control exercised by the judgments of the Courts over their securities. The above statement will, I think, show that the action of the Government in this matter, not only in the first place deprived myself and others of our rights of recourse against those incorporated for the purpose of constructing the railway, which rights were recognised by Act 49 Vic. R(» far m tlie court nugh' Anre them legal, hut the irreg- uluritioH, iiH in my ()})ini(m T muHt tenii them, which have Hince taken place hrtV(» deprived me and othera <»f the remuneration to which many years of lal)or in a matter ho well calculated to benefit the country justly entitles us, and has exposed those who in gtxxl faith have been induced to invest over )|r)00,000 of their means in the security afforded by the agieement and Charter issued by the Government, to a certain h)ss of their numey, if not ruin. I, therefore, as the representative of the shareholders and others financially interested in England, as well as on my own behalf, request your aid and influence, that these matters Ukay lie looked into, and such action taken as will protect all concerned from the injury done, and enable them to prosecute their undertaking, which at pressnt they t\ce utterly unable t<) do, or even to continue the possession and operation of their line, owing t<» the judgments which have been obtained through the possession of a certificate that was false, no far as it statefl the line to be completed, equipped, and in running order, in accordance with the contract and specification l)etween the Company and Her Majesty, and which appeai-s to have been improperly obtained from the Department for the purpose of aiding an attempted fraud on the Bhareholders. It is submitted that the ordinary principle of common justice which usually holds an employe^^ at all events morally resj)onsible, accoixling to his power to repair an injury done to the property of another hy his employees, should not he set aside because, in this case, the employer is the Governm?nt of the Dominion of Canada. SCHEDULE, Showing the requirements of the agreement made by the Company with Her Majesty, on 12th September, 1887, and the difference exist- ing on the works at date of the final inspection of the i-ailway. 1. That the Company should build the line from a point on the Canadian Paci- fic Riiilway at or near Biandon, mean- ing thereby that a permanent connection should be made at such point with the Canadian Pacific Railway Company for exchange of traffic and perpetual work- ing of the line in accordance with the frovision of Sub-Section 14, Section 6, 'art I. of Railway Act R. S. 109 and Section 173 in Railway Act, 1888. 2. The Company was to provide at such terminal point sufficient siding ac- commodation, station, tanks, turntables and other structures and buildings neces- sary to meet the requirements of the traffic, meaning that such terminal point 1 . At the date of inspection the line of the Ureat North-VVest Central Rail- way was not permanently connected with any point on the Canadian Pacific Railway according to the Railway Act. The Company had no legal title, nor had the conti-actor, to such connection as existed, which could be removed at any hour by the Canadian Pacific Railway Co. , who, although they had never been notified, as required by the Statute, had positively refused to iMov a permanent connection at that point, 'or had ivppli- cation been made to the ' railway Com- mittee for approval of the mode of junc- tion. The railway was not therefor legally located or completed from the point required both by charter and agreement. 2. There was no station, tank, turn- table, roundhouse, goods, warehouse, or any buildings whatever at the point named ; one very small siding was tnere, but it W8 totally insufficient for traffic. The Company now have nearly a mile 8 should be a suitable one for the erection of such buildings and sidings. 3. That such other stations, struct- ures and buildings as might be neces- sary to meet the requirements of the traffic were to be provide'' at other points. 4. The Company were to provide roll- ing stock necessary to accommodate and to conduct promptly and efficiently the traffic and business of the line. 5. Fences were to be provided through settlements, and cattle guards at all stations. 6. The agreement provided that the grades were in no case to exceed 60 feet per mile, which was considered a most important provision by the English shareholders. Each foot of grade causes an enormous increase in the working expenses of the line. of siding at junction and do not find it sufficient. The point was not only un- suitable, but a dangerous one for a junction. 3. That each other station that was provided stood alone, water tanks ex- cepted. There was no bu'lding or struc- ture for the accommodation of freight traffic, no warehouse, cattle chute or means of unloading machinery, although the traffic both in cattle and machinery required them. 4. There were no servicable locomot' ives at all. There were tliree very old, second-hand engines, two of which were utterly useless, and the thii-d was so oat of repair that it was only by putting brai< into the boiler that water could be kept in it from station to station. The cars consisted of only twelve box and twelve flat cars, two first-class and two second class, two combined mail, ex- press and baggage cars, and one caboose. There were no cattle cars, although ab solutely necessary for the ;<. o...t..3o ut the line. The number of box and flat cars was so short of the requirements of the business of the line, over which it was estimated that 1 ,000,000 bushels of grain would require to be carried during the season ; that Mr. Walter Slianley and Mr. R. L. Light, C.E. stated that they were certainly insufficient, wliile Mr. Murdoch, C.E., and tlie superin- tendent of the line, both estimated an addition cf fifty cars of each kind was necessary to do the business of the line, and by practical experience in operat- ing the road tlie necessity for a larger number lias been found. 5. Only half the line was fenced, and that where there was the least settlement. There were no cattle guards at all. 6. The agreement with the Govern- ment was made 12th September, 1887 ; the Company's contract with Charlebois was matle September 1 7th, 1889. At time of inspection, there was a grade of 71 feet per mile contrary to the agreement, and this grade had been authorized by Order-in-Council, passed 6th Marcli, 18!)0, six months after the Company had made their contract with the said Charlebois, without any communication having taken place with the Company, notwithstanding that the Order - in- Council states that it was passed upon the application of the Comp .ly. The Company never applied to the ( Jovern- ment to pass such order, or heard of the desire of the Government to do so, and, of course, would not have consented to such alteration, which oonld only liave been applied for in the interests of Mr. Charlebois. f (