IMAGE EVALUATION TEST TARGET (MT-S) 1.0 I.I if 1^ 1^ lis ilM .^ .,. 1^ lim 1.25 1.4 1,6 ■« 6" ► i 7. ^^ /] Photographic Sciences Corporation f,^ V -q^" <^ 4 ,^ <*>.'"^'^ 23 WIST MAIN STRUT WIBSTIR.N.Y. t45IO (716) •73-4503 '•^ V ) 4- /1%^ dp Technical and Bibliographic Notas/Notes tachnlquas at bibliographiquaa The Institute has attempted to obtain the best original copy available for filming. Features of this copy which may be biblicgraphically unique, which mey alter any of the images in the reproduction, or which may significantly change the usual method of filming, are checked below. L'Institut a microfilm* le meilleur exemplaire qu'il lui a it* possible de se procurer. Las details de cet exemplaire qui sont peut-*tre uniques du point da vu^ bibliographique, qui peuvent modifier une image reproduite, ou qui peuvent exiger une modification dans la mithoda normale de filmage sont indiquis ci-dessous. □ Coloured covers/ Cc'jverture de couleur □ Covers damaged/ C( n D D D D Couverture endommagie Covers restored and/or laminated/ Couverture restaur** et/ou p*llicul*e r~~l Cover title missing/ Le titre de couverture manque Coloured mapa/ Cartea g*ographiques en couleur □ Coloured ink (i.e. other than blue or blackl/ Enc.a d* couleur (i.e. autr* que bieue ou noir*) nn Coloured plates and/or illustrations/ D Planches et/ou illustrations en couleur Bound with other matariai/ Reli* av*c d'autraa document* Tight binding may caus* shadows or distortion along interior margin/ La re iiure serr*e pout causer de I'ombre ou do la distorsion I* long d* la marga int*ri*ur* Blank leaves added during restoration may appear within the text. Whenever possible, these have been omitted from filming/ II se peut que certainas pages blanches aiout*es lors d'une restau .'^'tir^n apparaisannr dans I* t*xto, mais, lorsqua c&ih P^Mx possibi*, ces pages n'ont pas *t* film*es. Additional comments:/ Commentaires suppl*mentaires; □ Coloured pages/ Pages de couleur □ Pages damaged/ Pages endommag*es □ Pages restored and/or laminated/ Pages restaur*es et/ou pellicul*es Pages discoloured, stained or foxed/ Pages d*color*es, tachet*es ou piqu*es □Pages detached/ Pages d*tach*as Showthroughy Transparence Quality of prir Qualit* in*gala de I'impression Includes supplementary materii Comprend du mat*riel suppl*mentaire Only edition available/ Seule *dition disponible r^ Showthrough/ rn Quality of print varies/ pn Includes supplementary material/ [~~| Only edition available/ D Pages wholly or partially obscured by errata slips, tissues, etc.. have been rufilmed to ensure the best possible image/ Lea peges totalement ou pertieilement obscurcies par un feuillet d'arrata. une pclure. etc.. ont *t* film*es * nouveau de fa^on * obtenir la m*ill*ur* image possible. This item is filmed at the reduction ratio cheeked below/ Ce document est film* au taux de r*duction indiqu* ci-dessous. 10X 14X 1IX ax MX 30X 12X 1tX 20X 24X ax »x Th« copy filmad h«r« has b««n r«produc«d thanks to tha gonaroeity of: McLennan Library McGill Univertity \j5 Montreal -^ Tha imagas appaaring hara ara tha baat quality poasibia oonaidaring tha condition and lagibility of tha original copy and in Icaaping with tha filming contract tpacificationa. L'axamplaira fiimi fut raproduit grica i la g6n4rositi da: McLennan Library McGill University Montreal Laa imagas suivantaa ont 4ti raproduitaa avac la plus grand soin, compta tanu da la condition at da la nattat* da I'axamplaira film*, at an conformM avac laa conditions du contrat da filmaga. Original copias in printad papar covars ara filmad baginning with tha from covar and anding on tha last paga with a printad or illustratad impraa- sion, or tha back covar whan appropriata. All othar original copias ara (ilmad beginning on tha first paga with a printad or illustratad impraa- sion. snd snding on tha leat paga with a printad or illustratad impraaaion. Las axamplairaa originaux dont la couvartura ti papiar aat imprimAa sont fllmis 9n commanqant par la pramiar plat at 9n tarminant soit par la dfnikn paga qui comporta una amprainta d'impraaaion ou d'llluatration. solt par la Mcond plat, salon la caa. Toua laa autraa axamplairaa originaux sont fllmte wn comman9ant par la pramlAra paga qui comporta un« amprainta d'impraaaion ou d'illustratlon at an tarminant par la damlAra paga qui comporta una talla amprainta. Tha last racordad frama on aooh microfloha shall contain tha symbol •-i^ (moaning "CON- TINUED"), or tha symbol ▼ (moaning "END"), whichavar applias. Un daa symbolas suhrants apparaftra sur la damlAra imaga da chaqua mioroflcha, salon la cas: la symbols -^ signifia "A SUIVRE", la symbola ▼ signifia "FIN". Maps, piataa, eharta, ate., may ba filmad at diffarant raductlon ratios. Thosa too larga to ba anriraiy ineludad in ona axpoaura ara filmad baginning in tha uppar laft hand comar, laft to right and top to bottom, sa many framaa as raquirad. Tha following diagrams iilustrata tha mathod: Laa cartaa, planchaa, tablaaux, ate. pauvant *tra filmte A das taux da rMuotion diff Grants. Lorsqua la documant aat trop grand pour Atra raproduit an un saui ciionA. 11 aat fllmA A partir da i'angia supAriaur gaucha. da gaucha A droKa. at da haut an baa, an pranant la nombra d'Imagaa nAcaaaalra. Laa diagrammas suhrants illustrant la mAthoda. 1 a t 1 2 3 4 5 6 ^^^•^^'^ .«?;i'|.ijj?. '^# V . [Can'ected CopyJ] l/#* VI ■'^»''i^''>..''i;- GRAND TRUNK RAILWAY OF W^-ii^ P" c A. :isr ^ D ^ . j*^-' '^ LETTiilR ADDRESSED ;-v TO THE :^^i GLOBE JTEWSPJiPER^ 6th May, 1861 'I' ' " fli. ■,*r' '^^'' 'V \ » J - •V'^ ■ Pi».. ^iflMl^M^ :.^'-^*fV''»'t;i .-.Ji t M CI th pa sta m( so all it: rei sul the It all( Gn hoi Go the fac Go wit tan am( (lea THE GRAND TRUNK RAILWAY COMPANY OF CANADA. To the Edii^yr of the Glebe* Mr. Editor, Sir- The organ of the Government in this City — the " Morning Chronicle,"— came out with a leader on Saturday, on the subject of this Railway. The Morning Chronicle attacks the veracity of a paragraph which appeared in your columns some days since. The statement made by you was truthful in every particular — the state- ments made by the Chronicle, are entirely the reverse of truth — and so much so, that before replying to them, I cannot but ask you to allow me the opportunity of giving the Chronicle's article in full — it is as follows : « THE GRAND TRUNK. " We learn by telegraph from Quebec that a parliamentary agent, representing the English bondholders of the Grand Trunk, has submitted a scheme to the Government for the bondholders working the line, to protect themselves, without prejudice to other interests. It is understood that the Government have refused to introduce or allow the introduction of a bill to facilitate this object." — Globe. " The Globe is not fully informed as to the facts connected with the Grand Trunk Bondholders' propositions, neither does it speak with honest candor as to what is "understood" of the intentions of the Government. We believe several applications have been made by the preference bondholders, not for Acts of Parliament, not for facilities, but for money, and the Gldje will admit that were the Government disposed to grunt these appeals, they could not comply with them. Even wore the bondliolders entitled to demand assis- tance, they are not in a position to receive it. They are quarrelling among themselves and with every party with whom they have to deu). They have instituted suits hero and suits there, and if their laying claims even to the firewood along the line of road, would have stopped the trains, we should not now have daily railroad communication with the West. They must first determine what their interests are, relatively to each other and the Stockholders, and they will then he in a position to treat with the Legislature or any other body — but not till then. It is not impossible that this will be done ; nay, it will have to be done before very long, for the Grand Trunk Railway will never be in the position it ought to occupy until its real owners, who, after all, are the bondholders, have the management of it. If the whole or nearly the whole of them come before the Legislature at a future session with a bill for the conver- sion oi the bonds into stock, defining the footing on which the first preference bondholders, the second preference bondholders, the shareholders and the Provincial lien are to stand, giving to the first a quantity of stock equal in nominal value to their bonds — to the second, stock amounting to say 50 per cent of that value, to the third 10 per cent, &c., &c., — they will doubtless find everybody willing to meet their views, and the Government will not " refuse to introduce or allow the introduction of a Bill to facilitate this object." The difiiculty is, we presum^:, that no bondholder has as yet come forward with energy and ability enough to propose and secure the general adoption of any such measure. Perhaps the hope, cherished even against hope, that the Government of Canada would again act the benevolent and charitable, has been the real cause of this supineness, and the Man for the Times will more readily be found now it is understood, in England as well as here, that the bondholders, like other mortals, must help themselves. There is a fine chance, here, for a financier, with strength of will enough to impress his views on llie people, to make himself a reputation, and relieve one of the most gigantic, and withal most promising enter- prizes of the age, from the slough of despond into which it has fallen." Now, Sir, it does happen that the Globe did speak with candour in the paragraph to which the Chronicle has attempted, by the fabrica- tion of several untruths, a reply — and I have no doubt but that a reply would not have been essayed, had it not been considered expe- dient to make the endeavor to " prop up " the Ministry, in conse- quence of the quasi defeat which was suffered by the " powers that be " on Friday night last. 3. ould road vhat and ■any ill be trand until 3 the come inver- e first 5, the e first -to the to the :ybody refuse te this has as )se and e hope, would ause of dily be liat the ere is a ough to , and enter- allen." idour in fabrica- it that a d expe- conse- ■rers that on, The Chrmiicle says : — " We believe several applications have been made by the Prefer- ence Bondholders, not for Acts of Parliament, not for facilities, but for money — and the Globe will admit, that were the Government dis- posed to grant these appeals, they could not comply with them." Now, so far frorri the Preference Bondholders having asked for money— it is just what they did not ask the Government for — they did not ask this Province to expend a single additional dollar, for or on behalf of this Railway. But, Sir, they did ask for an Act of Parliament, they did ask for facilities. — The Chronicle has just reversed the terms of the application — (usual, I believe, with Government organs). — They seek to give utterance to what is not said—- and allege to liaVC beCH said, what it was never intended should be urged. The Preference Bondholders did not ask for a dollar. — The Chronicle says they asked for money. — The Preference Bondholders did ask for a Bill, for an Act of Parliament, and for facilities, just what the Chronicle says they did not ask for. Is it not humiliating that the Government Press should be so lost to the iiuportauce of truth 1 Well, Sir, I have said that the Preference Bondholders askcd for a Bill, and for facilities to be thereby granted for the preserration and improyement of that property in which they are primarily inter- ested, as first Mortgagees, and the leading features of their proposed Bill, may just shortly be stated as follows : 1. To preserve the property of the Railway intact, by the appoint- ment of a Receiver, pending the settlement of legal rights t*nd j)riorities which are in no way interfered with by the Bill. 2. To give ena])ling powers to raise, with consent of present Prefer- ence Bondholders, a new preferential capital, to pay the judg- ment creditors, if the Courts shall decide that they have a first lien over any part of the property — instead of allowing the pro- perty to be seized and sold, and the llOP to be stopped. 3. To give enabling powers also to raise a further sum as new prefer- ential capital, (with consent as above) properly to equip the road, and afford increased facilities for its development, under the present management, which the Bill did not at this juncture propose to interfere with. 6 The Bill which the Preference Bondholders asked the Government to assist in passing is thus shortly epitomized — there would however be no objection on the part of the Bondholders to give the public (through the press) a full copy of the Bill — but I am even now con- vinced, that your readers, and the public generally, will perceive, that the terms of the Bill have been grossly mistated by the Chronicle. But, again, why was the Bill asked ? The appeal by^the Prefer- ence Bondholders was made and as strongly urged upon the following cogent " reasons," which it is submitted are amply sufficient to justify the concessions they asked, and be it remembered that they simply asked to be allowed to help themselves — without looking to the Pro- vince for any pecuniary assistance whatever :— 1. Because the Grand Trunk Company is confessedly insolvent, unable to carry on the traffic satisfactorily — and has declared through its Directors, the probability of its being stopped altogether. 2. Because it is in the highest degree important, nay positively necessary, for the welfare of the Province, and the proper discharge of many of the functions of the Government, that the road should not only be kept continuously open, but that the facilities for the proper conduct of the traffic should be largely increased and improved. 3. Because the Government has positively declared, in answer to a Memorial to itself and Petition to the Legislature made by the Company, that it cannot afford any substantial relief. 4«. Because the Shareholders and Bondholders, as a body, have deliberately chosen to rest their last appeal, to the Canadian Parlia- ment in the petition recently presented, the prayer of which is, that fully reserving all legal rights, such speedy and effectual relief may be afforded, as in the wisdom of the Legislature may l)c best adapted to the necoBsities and merits of the cas , and may be most consistent with the rights of all parties. 5. Because the Bill subniitfed by the preference Bondholders, is the only measure propounded by any party, — Is ])roposed, though without prejudice — and with the view of a practical and speedy solution of great difficulties and dangers, by an important section of the preference Bondholders, first mortgagees of the entire property, and who are now before the Courts of Upper and Lower Canada, •nment )wever public iv con- ire, that ronicle. Prefer- ilowing I justify simply he Pro- solvent, through •sitively harge of )uld not ^ proper d. swer to by the y, have I Parlia- L is, that al relief ])e best be most ilders, is , though speedy jction of )roperty, Canada, seeking the enforcement of their claims, and wliich Bill conforms entirely to the prayer of the Petitioners with the single ex- ception — that it docs not ask for any advance of money from the Province. 6. Because time is an element of the highest consequence in pre- serving the property from waste and dilapidation, and in putting this great enterprise (in which the onward progress of the Province is so intimately bound up) in a condition commensurate with its import- ance, and moreover time is the very essence of the contract now sought to be made with parties whose interests will inevitably be entirely wiped out if not accepted. 7. Because under the Bill, if adopted and brought into operation, the judgment creditors and others having simple contract claims, will have fuller and more speedy payment than, even, if they succeed in their suits, they can have otherwise. 8. Because the Government are under a moral obligation of seizing this, perhaps the only opportunity which will be afibrded them, of keeping alive the interests of the unsecured Bond and Shareholders, whose money was undoubtedly obtained on the faith of the state- ments put forward in the original prospectus, backed by the names of two leading capitalists in England, (the Messrs. Baring and the Messrs. Glyn,) who were therein held forth to the public as Agents Of thO ProTince of Canada, and Directors of tiie Company in belialf of tlie Canadian Goyernment. 9. Because the Bill will, in this instance, afford to the Govern- ment all the protection of its interests in keeping open the road, the . carriage of the mails, &c., whilst it will ayoUd the necessity of Govern- ment interference, involving, if not a large expenditure of the public funds, numerous jealousies and complications of many kinds. 10. Because all delay is fraught with danger, and by postponing indefinitely all chance of relief to most of Lhe classes interested, will lead to irritation among all, and loss and ruin to many. Those were the reasons upon which the Bondholders asked for a Bill. Your readers. Sir, will find in this " Bill " and in these " Reasons" no awkward attempts at misplaced subtlety which would entail liti- '1 1 9 gation and misery hereafter on the unfortunate Stockholders — the widows and orphans who have been deluded by high sounding names into this " concern." Your readers, Sir, will find no wilful deviations into crooked by-paths — no doubts wantonly flung out like " low-born mists," to spread wretchedness and confusion every where. The Bill seeks to compromise all existing difficulties, to bring that present confusion, and ruinous it is to all, into order and regularity. Your readers will observe, Sir, that instead of perpetuating a feeling of inse- curity — the Bill seeks to make all secure — Bondholders, Shareholders and Judgment Creditors, as far eis they are respectively entitled, alike. The Bill, Sir, does not seek to avoid points, which it is for the public welfare, or for private interests, to decide. The Bill, Sir, and I say it with confidence, exhibits sound sense in transparent language, confounding to further jobbery, and bearing down obstacle aftei obstacle. It has been ignored ! it has been repudiated ! Why ? In a short season, the path of truth will be clear, — the way of justice will be made straight ! and the public in this Province, and in the Parent home, — for each are sufl^erers — will learn the reason why ! ! ! The Chronicle then proceeds to state that " the preference Bond- holders are quarrelling among themselves and with every party with whom they have to deal." Now, Sir, this statement is false. The answer to this unfounded charge has already been made by the Prefe- rence Bondholders in a pamphlet which they caused to be published some months ago, entitled " Case of the Preference Bondholders and its bearings on the position and rights of the other classes inte- rested in the Railway." I quote from page 5 : " In the Directors' Report of the 26th October, 1860, an announce- ment was, however, made, which very greatly alarmed the Pre- ference Bondholders. It was as follows : — " In the present embarrassed state of the Company's affairs, and the uncertainty of relief from the Government adequate to meet its liabilities, Messrs. Baring, Brothers and Co., and Messrs. Glyn, Mills and Co., /wiw oitomec? a Judgment against the Company for debts due to them and others whom they represent, «£;/itc/i vests in their agents the power of seizure of the rolling stock of the road, sta am leg sess casi Q. < the alsc deri « 1. <'2. but this measure has been adopted for the general benefit of all present creditors, to guard against hostile prosecution of indivi- dual claims, and for the protection of the Company's interests." " Among present creditors, the London Board, on being appealed to, stated they did not include the Preference Bondholders. The above announcement was the first intimation by the Directors that any legal proceedings had been taken against the Company. " In order to ascertain whether the Judgment Creditors really pos- sessed the " power^^ which the Directors asserted in their Report, a case was laid before eminent Equity Counsel (Sir Hugh Cairns* Q. C, Mr. Amphlett, Q. C, and Mr. Westlake), accompanied by all the Canadian Acts relating to the Company, to advise thereon, and also as to the rights and remedies of the First Preference Bondhol- ders, and the following is a copy of their opinion : — " 1 . "We are of opinion that by the terms of their Bonds and of the Canadian Statutes, the First Preferential Bondholders of the Grand Trunk Railway Company of Canada possess an hypothec, mortgage, charge or lien, of the same nature, covering the same kinds of property, and ranking in the same order of priority, with that which the Province had previous to the Act of 1856, st. 19 and 20 Vic, cap. Ill ; and that such charge extends to the rol- ling stock and plant of the Company as well as to the road and works, and is a first charge thereon. " 2. We are of opinion that the said First Preferential Bondholders are entitled, in case of any danger to their security, to have Receivers appointed, or such other means employed as, by the laws of the respective jurisdictions through which the Railway passes, may be provided for protecting and making ayailable the property included in their charge ; and assuming that there is an evident prospect of the revenue of the Company proving insuffi- cient to pay the interest becoming due on their bonds, and that judgments to large amounts have been obtained against the Company in Upper Canada, we consider that an application to the Court of Chancery in Upper Canada for a Receiver, and an Injunction to restrain the judgment creditors from issuing execu- tion, would be successful. 10 J li. p " This opinion, in effect, amounts to this : that the First Preferen- tial Bondholders are in the position of First Mortgagees on all the property of the Company, including the rolling stock, and that, con- sequently, no judgment against the Company can be enforced, except subject to the Preference Bondholders' prior claims. " This \ iew of the construction of the Acts has been confirmed by the opinion of eminent Counsel both in Upper and Lower Canada. " No contrary opinion of English or Canadian Counsel has been produced; and we have reason to assume, from what has passed, that none has been obtained which can justify the claim of the Judgment Creditors " to the power of seizure of the rolling stock." " In accordance with the opinion of Counsel, proceedings have been commenced in Canada to have the rights of the Preference Bond- holders settled and determined, and also to protect the property by the appointment of a Receiver in case of attack by Judgment Cre- ditors, and those proceeding are now going on. " Although the interest on the First Preference Bonds, which became due on the 1st January, 1861, was not met, the Directors, in their recent Beport, dated 29th December, 1860, stated that they were applying the net earnings, beyond working expenses, in meeting pressing claims for past, expenditure in rolling stock, &c. Conceiving that they were not justified in that course, we communicated with the Solicitor to the Company on the subject, and the following is aa extract from a letter received from him in reply, dated the I7th January, 1861 : — " I am instructed by the London Directors of the Grand Trunk Com- pany to inform you, in reply to yours of the 5tli and Hth inst., that they have passed a res{»lution calling upon the Canadian Board to apply the earnings of the undertaking in conformity with the opinions of Sir Hugh Cairns and Mr. Lloyd, and to remit the balance to England towards payment of the interest to the Preference Bondholders ; which course they trust will bo satis- factory to your clients." " By the resolution of the London Directors referred to in this letter, they admit that the Preference Bondholders have a first charge on the net proceeds, and that the Directors are Beceivers (f such net proceeds in trust, in the first place, for the Preference Bo>idholdcrs. This Preferen- on all the that, cou- ;d, except firmed by 'anada. has been ssed, that rudgment lave been ce Bond- )perty by lent Cre- h became , in their ley were meeting )nceiving ted with 'ing is an the 17th ,nk Com- tth inst., Canadian nforraity I, and to '•est to the bo satis- in this st charge such net 'n. This 11 shuts out any dispute between the Preference Bondholders and the other classes interested in the Railway, and narrows the controversy to the question between the Preference Bondholders and the Judg- ment Creditors, who are outside liaimants. " The interests of the Preference Eondholders and of the ordinary Bond and Shareholders are identical, in keeping the road open and developing its resources, while the necessary effect of enforcing the claim of the Judgment Creditors, by seizure of the rolling stock, would be to stop the road and so do irreparable damage to all classes inte- rested, whether as Shareholders or Bondholders. " The claim of the Judgment Creditors goes to the very root of the security of the rreferoncc Bondholders. If the present Judgment Creditors can seize i\\c j)rcseiit rolling stock, then if they were paid off, what is there to prevent Iresh Judgment Cr*.uitors springing up herealler and chiiming the same rights? In this way, the ordinary Bonds \xa Ihey become due, which they all do before the First Pre- ference Bonds, might, by obtaining judgments, get what would prac- tically be a ])riurily over the Preference Bondholders ; for nothing can be clearer than that whoever, /or the time being, has the power of seizing the rolling stock and plant, can coerce the other classes into terms, and so get paid in preference to any one else. A large propor- tion of the ordinary Bonds and the whole of the Unsecured Debt have been created since the issue of the First Preference Bonds, and with full notice, therefore, of the Prefercnco Bondholders' first charge. " The Directors, in recommending the raising of a million and-a- half sterling in March, KSGO, proposed to do so by the issue of Bonds for short jieriods, but *' loithout interfering with Olc existing preferential rights of the Bo)idholdcrs of (dl classes;'''' whereas, if the holders of such jiroposed Bonds could, us is now suggested, obtain " the ])ower of seizure of the rolling stock " when their Bonds became due, they would practically have priority, not only over tlic Preferential Bonds, but over all other Bonds which became due at u date subsequent to theirs. «< The Judgment Creditors having resoitcd to legal proceedings, the Preference Houdholders are compelled, in self-defence, to take steps to [>rotect the rolling stock from seizure. 12 !l*' 11 " The legal contest with the Judgment Creditors cannot, it is be- lieved, be a protracted one, as the whole question turns on the con- struction of the Canadian Acts. There fire no disputed facts." This, I submit, is a complete answer to the allegation of the Chro- nicle that " we "" must first determine what our interests are rela- tively to each other and the Stockholders. The Chrofiide admits that the Legislature will have to interfere, and that before long, and then proceeds to inform its readers, that if the whole or nearly the wliole of the parties interested come before the Legislature at a future St'SSion, with a Bill — the scheme of which, as given, is most reprehensible — then, " they will doubtless find every body willing to meet their views, and the ( rovernment will not refuse to introduce or allow the introduction of a Bill to facilitate this object." Now what have we here, Sir ? — clearly this, that the Government of this country desire to retain ihcir control of this gigantic enter- prise for another season — and why ? The elections are coming on — the neci'ssity to them of this monster engine of political jobbery and patronage is paramount. It is a principal of ecpiity — "that it is frau- dulent to claim what you must restore." — It is clear that this prin- ciple has be(!n grossly violated by the narrow-minded repudiation of the claims of the preference Bondholders by the Government. — What says the Government? " We will not allow you, Bondholders, who are trying to introduce something like onier and principle into the chaos of this truly monster engine of jobbery, to set uj) your rights against our necessities." Surely this must draw down upon the Govern- ment the denunciations of all — the denunciations of the Bondholders, Shareholders, Creditors, Traders and the Pooplc of this Province. — Surely these classes nuist all see, and as surely they will take cure to break down that system, and that course of proceeding which the Governnu'Ut is essiiying to curry through, su hideously favorable to the most odious pettifogging a»Ml extortion, so ruinous to every body (exeepi themselves, aiul I make no doidit it will iw filial to them) and so oppressive to the unlbrtunate who have been dragged into the con- cern, whether as Bondholders, Shareholders or Creditors. Shall justice be so deformed I I conclude these remarks by referring you and your readers to " an answer" to the statements of the Chronicle (to which 1 have referred,) 13 , it is be- the cou- j." he Chro- are rela- ititerfere, lers, that ne before )f which, nd I' very ot refuse object." eminent ic enter- ing on — !)ery and t is frau- is prin- ition of -What who are e chaos against lovcrn- lolders, ince. — euro to ch the ublo to y body ii)and f con- "an -•rred,) under the signature of Mr. Wilb'an: -re, a gentleman representing the Preference Bondholders in the character of" agent" in this Pro- vince, and I ask for space in your columns for the insertion of this, and Mr. Pare's communication : apologizing for their necessary length. Since writing the foregoing, a *' Leader ^^ of the 3rd inst. has been handed to me, which also contains an article on " The Grand Trunk Railway." The Leader is prepared to admit that the Bondholders' proposed Bill " may not have been a bad one." The Leader thinks the propositions made " were reasonable," and the only objection offered proceeds upon this: that this " fair Bill" — these "reasonable propositions" were offered by Mr. Pare, as representing only a section of the Bondholders. — It is true that Mr, Pare represents only a section of the preference Bondholders. It is true that he represents the most influential section. It is true that he could have represented at least a majority, had it not been for the indefinite policy of a party who rested their hopes on Government aid to be accomplished through the petition to Parliament. But those whom he does represent— deter- mined as they were to make justice their aim — and to assf rt and enforce their rights before the legal tribunals of this Province, pre- ferred rather to act in a small than in a large body, and you. Sir, are well aware, as all your commercial readers will be, how necessary it is in legal proceedings to proceed at the instance of the few who, in the justice of their cause, control the whole, than to proceed at the instance of the whole, and thus embarrass (so dangerous in this litiga- tion to the successful issue of justice) the legal proceedings, Assuming, however, that Mr. Pare represents only a section. The maxim is — and it is sound law : Culpa caret qui sat, sed piohihere non potest. He is guiltless who knows and cannot prevent, and the reverse of this proposition is e([uully true : He is guilty who knows and can prevent. Mr. Pare would have been guilty indeed, and the preference Bondholders whom he represents, and who in truth repre- sent the class — would, have been guilty if knowing the wrongs com- mitted — the jobberies jiorpcitrated — the dilficultios which exist on all sides — lie and th(>y hiid not devised some " reasonable "scheme to extricate the " (Jraud 'J'runk " out of these diliiculties — he and they have done so — or sought to do so — and they have done so negatively and positively j — negatively, by essaying to bring to light what ought 14 and should, and must be revealed, in regard to the affairs of this Com- pany—and positively, in suggesting a " something " which ought to be done, and that immediately, in the shape of passing the proposed " reasonable " Bill into Law. It is not true that the preference Bondholders have applied to the Courts for a Receiver — and the proceedings in the suit will confirm this denial. It is not true tliat the proposed " reasonable " Bill essayed to " stop the suit " — on the contrary it expressly provided that the suit should go on, in order that the legal rights of all parties — that is, as between the preference Bondholders and the judgment Creditors — should be determined. The correspondence between the Government and Mr. Pare on the subject of his mission, will doubtless be called for, and it will then appear how far he has acted, in the interest of all concerned in this undertaking — and how far the Government has endeavored to grasp — or abandon and " pooh pooh" the question in the interests of the Province. — The gradual shades by which the Government have attempted to define their policy to him are as hard to define, as it is to settle the precise moment at which day becomes night. Whether Mr. Pare has or will throw himself into the arms of the opposition, matters little to the Leader, But the Leculer may rest assured that wherever he goes —or to whomsoever he applies — for assistance, he has the cause of truth and justice on his side — he has good faith in that cause ; — and truth and justice must prevail, — If the old adage applies : Ejus est non velle qui potest velle. — ("He who can say Yes, can say No") — I am assured that the " opposition " will not say No to such a cause — in which the well-being of every individual in this Province is essentially concerned. I am, Sir, Your obedient servant, « ONE WHO KNOWS." Quebec, 6th May, 1861. y