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NIAGA 
 
 Facto f( 
 
 Wy the Act inti 
 
 iVmalgnmatcd Com; 
 
 :Ullw»y Company,' 
 
 ir«y Company ,"jMU 
 
 K'cre appointed DUi 
 
 At the time of tt 
 
 icribed Stock woi 
 
 icqnlred it by qieai 
 
 K'ithout tb» perfo 
 
 ^«d been tranaftii 
 
 having been made t 
 
 Nearly four-fiflhj 
 
 icribed, and at tlie 
 
 majority of these D 
 
 Uorton, resolTed to 
 
 iiolders, \rho subsci 
 
 wliich 111! the Dir 
 
 [)f .lie thirteen were 
 
 The Directors, i 
 
 Strong, Barister!, h 
 
 jtor Stock to pay a 
 
 phis deposit wag t 
 
 ■ore given to each i 
 
 The meeting for 
 
 |the 24th of Augual 
 
 iRCt, as well as by 
 
 '~)i rectors contende 
 
 Jto vote as a 8har 
 
 ^obtained, vas orlf 
 
 Shad ever been ma 
 
 Shat Mr. Moron, a 
 
 bi portion of his Bt 
 
 Jliolders, and that 1 
 
 inllhough the latt 
 
 I were not entitled t 
 
 After much angi 
 
 tested parlies, an a 
 
 Iforcibly to exclude 
 
 iin the net, and to 
 
 I attempt, however, 
 
 I the votes of Share! 
 
 I which the lawful i 
 
 I is known as " th 
 
 [ I'resident. 
 
 , Shortly afterwai 
 
 t togethrr wift mi 
 
 |.o m.Mr. McBftl 
 
 ICol. Jjl n l'r<uce, 
 
 In thin owe, I 
 plftintiir, wd Mr 
 defence. Mr. 1 
 directors, dtfend 
 
 This wuuiii 
 into Court the ii 
 obt^ned from II 
 eronnd thtt Mr. 
 
 The bill lUcd 
 
THE grp:at southern 
 
 OR 
 
 NIAGARA m DETROIT RIVERS RAILWAY" 
 
 Facts for the information of Honorable Hemben of the Legislative 
 
 Oouncil. 
 
 Iljr tb* Act intltullcd " An Aet to Mnend the ClMrtan of the 
 \malgninatcd Company betetofore intitutled ' tb* Great Sontb Western 
 lUilway CompaDy,' ana to change Iti name to the Detroit Riren Rail- 
 jray Company ("jHuied during tbe Seision of 1858, thirteen gentlemen 
 n-ere appointed Dlrecton oftEe Company for tbe time being. 
 
 At the time of tbe pntiiiig of this Act nearly the whole of the lub- 
 icrilied Steele was in tlie bands of Mr. Morton, of Kiagstoa, who had 
 tcmilrpd it by ipeans of untrue representations made to the Directors 
 A'itbout tlie performance of the conditions upon wliich alone it 
 lad been tr&niftired to him, and without auy payment whatever 
 laving been made to tbe Company, as a deposit upon such Stuck. 
 
 Nearly four-fifths of the Capital Stocic, however, remained unsub- 
 icrilwd, and at the disposal of the Dlrecton for the time being. The 
 najority of these Directors, having already bcrnfimposcd upon by Mr. 
 f ortoD, resolved to dispuse of the unsubicribed Stock to new Share- 
 liolders, who subscribed for the same at a regular meeting of the Board, 
 which nil the Directors were notified to attend, and at which ttten 
 if Jio thirtem were present. 
 
 The Directors, acting under the legal advice of Mr. Ecclos and Mr- 
 Strong, Darister!, had passed a iiy-Iaw requiring all parties subscribing 
 for Stock to pay a deposit thereupon to the Treasurer of the Company. 
 This deposit wus accordingly paid, and the necessary certificate Uiere- 
 liirD given to each subscrilwr by tbe Treasurer. 
 
 The meeting for tbe election of a new Board, at St. Thmnas, on 
 the 24th of August last, was attended by the Directors named in tlie 
 act, as well as by a large number of Slinreholdcrs. Seven of the old 
 Directors contended that Mr. Morton, \vii:<, strictly speakbig, notentitled 
 to vote as a Shareholder, inasmuch na his stock bad teen illegally 
 obtained, was originally invalid, and no payment by way of deposit 
 had ever been made thereupon. While six of the Directors urged, 
 that Mr. Mor'on, andcertain other parties, to whom be had transferred 
 It portion of his stock, were alone entitled to tbe privileges of Share- 
 holders, and that the parties who had recently liecome Shareholders, 
 although the latter had paid to the Company tbe required deposit, 
 were not entitled to vole as such Shareholders. 
 
 \ner much angry discussion among tbe Directors, and other inter- 
 ested |>arties, an attempt was made, at the instance of Mr. McBeth, 
 forcibly to exclude from the room the mnjority of the Directors named 
 in the act, and to prevent the new Sbnrehalders from voting. ThU 
 attempt, however, was unsuccessful, and n new Board was elected upon 
 the votesof Shareholders, holding nearly four^fiftbs of the shares, upon 
 which the lawful deposit bad beecn paid to the Company. This Bcuird 
 is known as " the Mercer Board," so called after tbe name of 'M 
 President. 
 
 Shortly afterwards, ibemsjority of the Dirro'ora named in the Aet, 
 
 tpgelbrr wifi moat nf he Shareholders, having retired fl«m the 
 
 gio m, Mr. McBftb. Ur. Mort'in, Mr. Hmrj- De' I qiiiere, the Hob. Mr. 
 
 Col. J J n I'riuce, Mi-Leod, Mr. T^aac Buchanan, and oerlain othcn of 
 
 tbalr ftiecdi, went throofh tbe form of eleeUng another Board, 
 ionoded npoo tbe sharea held by Mr. Morton, npon whiih no dopotit 
 whatever had been paid, and whtoh were bnt lit le mir j than ono-S tb 
 of tho Capital Btoek of the Company. 
 
 Of tUs latter Board, Mr. McBeth was oborien Fresldent, add the 
 Hon, Col. Prince, who had taken a prominent part in the prooeedhigs 
 of the meeUng aa tbe leftl adviser of Mr. MvBeih, Morton, Jcs., 
 appointed aSoncltor. Tbto Board is known as the MoBelh Board, 
 
 In September hut, a suit in Chancery was instttntod by the Mereer 
 Board against tbe McBeth Board, to restrain the latter from prt^ 
 tendhig to act aa a Board of Directors, ka. 
 
 This suit is still pendhig and undetermined. • 
 
 In December then following another suit in Chanoery was instituted 
 by Bu individual Shareholder sgalast Isaac Buchanan, Etq., and all 
 the parties claiming to beDirectom, to compel Mr. Bucbsnin to refund 
 to the Company a large amount of money, alleged to have been 
 illeeally paid to him, by tbe Directors of the then Amhersiburgh and 
 .St. Thomas Rtilway Company. 
 
 In this litter salt, facts hkvj been brought to light In eiilencf, 
 which dearly show, that the uitlmito declBion of tho Court In these 
 cases, canno* bo otherwise than unfavorable to the pretensiona of the 
 McBeth Board. 
 
 Hence their appeal to the LrgUlature to give them, by Legialatlvo 
 enactment, a position which they can never obtain by the^deeree of 
 tbe court. 
 
 The Mercer Board bu pot tbe railway under oontract subHwntraolors 
 are now engaged in the work ot construction, and already tin, line 
 has been cleared lOO feet In width for many mUes through the woods 
 in the county of Essex, while the Company have secured tbe right of 
 way, from almost all the resident proprietors in tbe countiefof Kent 
 and Essex, for upwards of fifty miles from the terminus on the Detroit 
 River; aiid, if allowed to prooeed without Legislative interfbrenee, 
 ' their arrangements and connections are such, that they feel confident 
 I, of lielng able to complete the whole road and open the line for traffic 
 within a raaaonabie period. 
 
 The real object of tbe bill introduced by the Don. Col. Pilnoe, 
 
 I solicitor to the MoBeth Board, will at once Ira understood by hon. 
 
 members, if they will pernio the foregoing statement, which can be 
 
 ' substantiated by evidence, shoald a committee be appointed to inveati- 
 
 { gate tbe subject. 
 
 a F. EFiIOT, Secrttmy, 
 • KUgua and Detroit Riven Railway Company. 
 Toronto, March Mth, 1869. 
 
 Sabjoined are those portion! of the evidenoe takan in tho bat 
 mentioned Chanoery suit, wbiob establish the hivaliditT of the stock 
 held by Mr. Morton, and as a necessary eonsequenoe, the .illegality of 
 . tbe so'^alled IteBotb Board which jras elected thereupon.' 
 
 IM CHANCERY. 
 
 M'CLEMVIGHAN et al r. BUCHANAN et al 
 
 In this ewe, Mr. W. Strong and Mr. K. Blake •ppoMvd for tho 
 pitintlir, and Mr. Qtrynno, Q. C, and Mr. Adam Crooka fbr tiio 
 deftence. Mr. Eodai, <). 0., alao appoarod for certain of tho 
 dircctora, dafandanta. 
 
 Thii waaan intarioeutorjr motion to oompcl dafendant t« pay 
 into Court the anm of £Sd,000 alleged to have been Illegally 
 obtained from the Contpany— the application being baaed on the 
 eronnd that Mr. Btichanah waa in Mnbarraaaed circutmitancer. 
 
 The bill lUcd In the caae waa read by Mr. Strong. 
 
 Mr. Gwrmn said that the whole objeotion taken by deffiadanta 
 Against the bill waa that it was filed in order to obtain a decree 
 from the Court that the money in queation bolonging to Com- 
 pany and had been improperly obtained by the prsaent defendant, 
 Buchanan. In the motion biibro the Court it waa thought to 
 obtain that which waa in ftet a hearing of the oaoae. Thay 
 sought to go into a matter of evidanoe which ought only to ha 
 gone into when the cause was at issue. The object of the motloit. 
 waa to compel deiWidant to pay into Court this sum of iE50,Q(M. 
 
Mr. Abam Cboou, who alio •ppMnd for Uw dtfenot ttattl 
 thU in hbi opiaioii tiie •wniiifttMa wm eontiwy to tht whoi* 
 prMtiM of Uw. TIm Mjmont of noniao into Court in tndi 
 ooMB, could not bo w»n» oompolwiiy, txoopt on dMondut'o toI- 
 voktarj «iliniirifttr. and it wM not oonpotMit for tho plaintiff's 
 eounsst to aUeit tooh admiMioB in a vinl rw« txamination. 
 
 Mr. Snom atolad ho had andtavocod to aatioipoto otoit difl- 
 cttltT in this oass^ in making appUoation to tho Ohanooilor for 
 the apjpoinlinont. Bis T'Ordshipbadstatodthatho thought tho 
 applieation roasonaUa. His Loraihip had grantod tho appoint* 
 uMnt, to most tho difleolty raisad by datedant of want oiferty- 
 oiriit huuia notioo. 
 
 His Lobbship said ho thought tho wowin aiiaa oight to go on. I 
 At all araats, tho tima would not bo miaappliad, aran though tho { 
 ovidanoawafodaolaiBdinapplicablatothapurpoaaintaQdad. Ha 
 would wish tho wnimination to go on without pnjudioo to tho 
 issuo rsisadby dafondanL 
 
 Isaac Bdchaiiax, laq., M. P. P^ was than oallad and swora— 
 I was tho ownar of slock in ay own naaM of sonothing orar 
 jESaOOQ, fai tha ABhantburgand St Thooas Railway. lae- 
 qnirod tnm WUUamWallaea itMXKOOO on which tha jBSO.000 was 
 pakL In waa tnuMfortad to bo in Noranbar, 18M. I paid tan 
 par oant into tho Bank of Uppar Oat:.ada, on that ausk laataiy 
 aotodforaharaholdw of tho Gnat Woatam Raaway, and tha 
 Tioo-PkaaidantaadlH)!^ totbahank to dabit mo with that 
 aBonnt I aMandad tha m aaU n g of tho Amhantburg and St 
 Thomaa Oonpony Board of Diraalots on 91st Nofaaabor, IWf. I 
 WW than Prwdsnt A lasolutian was not ttiao paasad by tha 
 Diraotors anthoriaiag thoropaynant to sm af that £60,000— but 
 a ehanga was than nado in tho Board of Diraetsta. lamnotl: 
 awara the naw Board passsd such a rasolutioii. I boUaro tha , 
 airaagaBant with Mr. Rankin and tho Board noBiaatod was, that i 
 aDstockshouldboputinthonsauof Mr. Morton. Itbanioroii 
 traHfonaditaUtothonominoMofMr. Rankin. Bat,whilabi' 
 tho aaiagoingto London it was propoaod to bo to doViato flroBi 
 that amngmaBt and oaneal tha stock. This I rtfosad to do, i 
 lad I triwfiTMd tha £50,000 atock to Mr Morton. Ihaseani 
 my riiMBBS for auppoafaig tha naw Board of Diitotora sBy hava I 
 paand soeh a rasolntion. But I do not positiToly know such to i 
 nava boan tha oaaa. 
 
 Ut. Braoao than raad, fkvm thaninuto book of tho Company, > 
 a motioB aoTod by a Mr. Askin anddulr saoondod, setting forth 
 that it was Just and expedient to repay Mr Bodianan tha £60,000, : 
 and that BBoh auB be at oDoe repaid. 
 
 Mr. BooiuaAX— I am not aware that that reaolntion was paas- 
 ed. The oheqoo I reeeivcd from Mr. Morten was payalde to By I 
 order and signed by the Preaidant of tho Company. Thatdieque| 
 went to mrertdit in the bank of Upper Canada. I was debited, | 
 and the Railway wu credited with the £60^000 deposit, when it 
 wss paidio- 
 
 Mr. Gwrmnthan ssid that in his cross O T a min a tio a he should 
 go into the whole case, as the appoinlnent was made aimply for 
 examii attcn of witaesRcs. ' 
 
 Mr. BvcBASAS, examined by Mr. Owynne — Altbougfa tbiSj 
 money was eallod mine, it was well undnstood I was UMrely i 
 acting as trustee. Anda ly^aw was psMiJ by the Company in | 
 1866, tossy that no money should ba drawn out ol the auk' 
 except by me, or on my ordar. This was serred on the Bank 
 of Upper Canada. In the following month ihe direetora tried to 
 upeet this by-law, and I immediately gat Hr Strong to bring the i 
 but into thia Court and get an inJuneSon agaioat uem, in order 
 to prevent tboir upaettmg the by-law. 
 
 Mr. H. EocLiB, Q.C., here roae aftd ssid— I sppcar for the 
 praaent directors or some of them, who ere chsrged in the bill 
 with hsTing improperly paid the monortoMr. Buchanan, and 
 for their Juatilieation I apprehend it will be necessary for me to 
 fwea eiaiiiln* Mr. Budwnan. 
 
 Mr. Gwram— Tour lordsbip will see tnm this, that in reality 
 the whole merits of the ease most be gone into. 
 
 His LoBMBiP— I shall not alliw (he examination of the case to 
 exceed due limita. 
 
 Ut. EocLBS— I think, my lord, it would be better to ellow me 
 to croaa-examine tha witnaas hefore Mr. Owynne. 
 
 Mr. Snoao— Tour lorddiip will aee that this OTidance ia pro- 
 posed to be used not only against Mr. Bndianan himMli; but 
 also ai^nst the clients ot my lesmed Iriend, Mr. Eeelas. 
 
 UisXoaiMiiip said bs thought it was better Mr. Eoelea should 
 be sUowed to cmee ■examine the witnesa first. 
 
 InsnswertoMr. Bodes, 
 
 Mr. BcoBAKAii then deposed :— The stock ssid to hsTo been 
 subaeribed by Wallace waa called liogua atock by Rankin, and 
 McLannighan, his editor. I knew Umto were doubts as to the 
 goodntfls ^Wallaoe's Kubscription, because it was written in 
 pencil And there were a great many other circumstances such 
 ss that it was not entered in proper coiumns. I wss not ono of 
 those who said it was bad stock. I waa in favor of the dire<!tors 
 
 Mr Morton bought ma out, and garc 
 
 spoolntadunder the £600,000 subscription. The directors, I 
 ^^A***^"^ •''*'l '••»• w'taBded, becauae itwu note 
 '*!!**%l*l5**''*"?^ .1 "•'»*»wd to Morton W.llsce's stock 
 and £800 other stock paid up by no. 
 
 «.?:Z?V "°* '^* ■•"*' reflmded to you hy the Pmident snd 
 Direotora r 
 
 A.— I cannot ssy it wss. 
 
 me the cheque. 
 
 Q-— Wss not this (hs same money which could not be touched 
 without your authority f 
 A. — Certainly. 
 
 .J ^<l— Well, did you give any aulhorily to Mr. Morton to touch 
 
 A.— No. Ho handed me bia cheque iu payment of the eharos. 
 
 Q.-Yea; but it waa for your own money, over which no on» 
 had any control but youraelf f 
 A.— It waa the bank'a money, of which I nerer paid a penny, 
 q.— Well, then, but it was lubject only to your oider ? 
 A.— It was Bubjeot to iha order of the railway company, in my 
 
 Q.-Did you not say that when they passed the by-law ia 
 October, it was expreasiy declared that that money could not be 
 tooohed without your signature f Now, had they that authorit)- f 
 
 Ae"~I We 
 
 Q.-NOW. I adt you, was notlhat giving back your own money 
 which you had depoeitod T That, m Cut, thera never was sny 
 money at all. But an entry waa made iu the bank books br 
 which you are made their debtor for £60^000 7 
 
 A.- Yes; ami when Mr. Morton gave me the cheque they 
 balanced my account-tranaferring the lum from the debit to Ihp 
 credit side. 
 
 Q.-Surelv you do not call such an afiair as that a payment of 
 mone}- by Mr. Morton? 
 
 A.— The prapor arrangooient would no doubt have been tiiot 
 Mr. Morton should have given seeurity for the smount. Mr. 
 Morton was braught in merely as contractor. 
 
 I— Was there, then, a written assignment made by you to Mr. 
 Mortonf 
 
 A.— Yes : the books of Ihe Compsny here show an acknow- 
 ledgment of it. I transferred all the stock I had to Morton. 
 
 Q.— For which he gave nothing— eh t 
 
 A-— For which he gave me thia cheque. 
 
 L-,^~^' "" 1^*' **^ *•*" "■"• " *» i"*' •■ •«» forth in the 
 bill. Now, where « the original contract entered into between 
 you and the former I 'irecton of the Company ? 
 
 A.— It ia all set out in the bill on which I got the injunction on 
 the XSO,000. 
 
 Q. — Who not the contract 7 
 A.— McLcod and Park. 
 
 Q.— Two of the Directors of tho Amhentburg and St. Tliomas 
 Railroad 7 
 
 A.— Yea. 
 
 Q— By that contract I believe it was provided you were to iret 
 back your i:!!0,000, in the event of a certain underUikin^ on your 
 part failing? ' 
 
 A.— It waa provided by an engine: clause that if the scheme 
 vnM not token up in EoDlana, they ahould pay the same back to 
 me in a certain time. But that clause was afterwards expunzed. 
 
 Q.— Who expunged it 7 It ia in your bill. 
 
 His LososHiP. — Whom do you refer to by the woid " they !" 
 
 Mr. EcctEs.— The directors were to refund to Mr. Buchanan 
 hia deposit of £50,000 if he failed to make certain arrangements 
 in England, aa to gettiag partica to take stock. 
 
 Mr. BocMAiiAN.— There vraa auch a clause in tho original Jraft: 
 but it aras struck out. 
 
 In answer to His Lordship, 
 
 Mr. EccLis explained that his object was to show that the 
 money had been properly paid to Mr. Buchanan, and that it 
 never was anything but a conditional depoait. 
 
 Exainination reaumed by Mr. Eccles.— I did not claim l>aek 
 the jCSO.OOO. I sold my stock trA they did tlie rest. In reality 
 the directors had an understanding with me that I ahould set 
 back the stock. The by-law said that, I being the only credilot 
 of the Company, there should lie no contract or cheque without 
 my approval. The directora of tho railway gave a cheque for 
 the amount on giving cut the contract; but the thing was re- 
 scinded. The contract was given out to Wythes &l Zimmerman. 
 But the cheque was n>^rinded and never presented— the contract 
 was not entered into. That was done by my consent. I wax 
 made a lru«tee either for the rompnn) or contractoFK— I do not 
 
 whs 
 
 
know which— M that immer •houUpMt into no one's hand but 
 mua. ^ofom I wu paid tiie XOO^OOO, on tlw moming of tlta 
 31at, tkar oama into Uie ean to ma and wished tiiat inatead of 
 my tmnareirinff the atoelc to Iiim that the thing should be returned 
 on the prinoipto that it was not a bona fide subsoriplion although 
 it was a bona tide pajrment by me. 
 
 Mr. Eceui.— Hare you any agreement between Mr. Morton 
 and yourself t 
 
 Mr. BtrcHAMR. — Yen. The agreement was with Ranlcin, and 
 Moitoa eame into it; I met both parties on the can whan I was 
 going to London on the 21st to carry out mv agreement I was 
 only a trustee in tha matter ail thraugh. Mr. Ranlcin and Mr. 
 Harrison, as agent for Mr. Morton, were all in the cata.ar.doame 
 from Toronto. 
 
 Mr. BiAKB.— When you toalc the transfer of the £50,000 slock 
 from Wallace, were you under the impression it was bond JUe 
 stock or not t 
 
 Mr. BmHAKAw—There were two periods— one when I bought 
 the stock, thinking it to ha «0ii4 jw*— and a (Mconi when the 
 ttansfor took place. Wl'ien I laid the deposit I was under the 
 impression the stock «as bomt JUt. Newspaper reiorts, the 
 olsirm of my friends, the fiiot <» tiie writing iwing in pencil, 
 alarmed me. I boognt the stock for the Great Wesieni Railway 
 Company, knowing n lo be illanl for the Company to bny it, and 
 also knowing that the SharehcSdera could not be oound to take 
 the stock— eren supposing the body of the English Sliareholdeis 
 to agTM U take the stock, it was illegal. I pioposed no illegal 
 act, but took the slock to offer to the shareholders of the Grest 
 Western. If the JCSaoOO had been taken ftom the Bank, the 
 Bank would have looked to me. I transferred the stock to Morton, 
 oxpeotins the Company to pay for it out of other monies than the 
 amount « £flO,SOO standing to company's credit in the bank. I 
 suppoaed that Morton went into it merely to take up a oontnwt 
 with Mr. Rankin. I had no unJerstanding as to where the 
 £50,300 waste come from. 
 
 In the course of the examinition, Mr. Buchanan put in as e? i< 
 dence a bill filed in Chancery by him on the !l!lnd of December, 
 1856, against John MoLeod, Theodore Pork and William Wallace. 
 The prmcipal pointa of wluch are contained in the folhtwing ex- 
 traets>- 
 
 « That on or shcrtly before the 15lh day of July last (1856), 
 " the said Bnchanan wu applied to by the said John MoLeod, 
 and Theodore Park, to become the parohaser of twenty thousand 
 ** ahares of stock, which they represented and alleged had been 
 " subscribed for by William Wallace who had authwized them to 
 " dispose of it as thsy might think best, and to advance certain 
 " monies to subscribers to enable tliemto pay the deposit required 
 << by the Act of Pariiameut 
 
 " That the said Isaac Buchanan agreed to to the proposal made 
 " by them, and thereupon the said John MoLeod and Theodore 
 " Park addressed a lettir tothe said Isaac Buchanan in the wurds 
 '• and figures, and to the purport and effect following : 
 
 «WiRDS0B, 16th July, 1856. 
 '<Mk. Isaac Bcchasiaii, 
 
 "Dear Sir,—As agents for Ifr. William Wallace, who hat left 
 entirely in our hamis to dispose of his interest in his subscription 
 of five hundred thousand pounds in the stoo'f uf the AmherstDUNr 
 and St. Thomas Railway Company, we undertake that if you wiU 
 give him the loan of the ten per cent, deposit necessary' to said 
 stock, or pay the amount to anr patty or parties who may have lent 
 him the said amount, we will guarantee to you the re-payment 
 of the said allowaiiee, which will amount to fifty thousand pounds. 
 It is, however, understood and we hereby guarantee that be will 
 transfer the said stock of five hundred thousand pounds to your , 
 name, or any other or otheia you may appoint, thus cancelling his ^! 
 debt of fifiy thousand pounds to you. We hereby also guarantre ' ' 
 to you that William Wallace will join us as parties to an agree- ! 
 ment this day g me into, and certain of the original subscribers 'i 
 to the stock of the Amhersburg and S:. Thomas Railway Com- 
 pany, and be guided by yon entirely in the selection of Directors 
 of the said Company. 
 
 " We arc, dear Sir, tus,, &c., kc, 
 
 "JOHN McLEOD, 
 » THEODORE PARK." 
 << Which letter ix signed by the said McLeo<i and Park, and to [ 
 which your orator craves leave to refer. 
 
 " That on the same fifteenth day of July, the said John MoLeod 
 and Theodore Park made and executed an oj^reement, which 
 purported to be made between them and others ot the shareholders 
 who might thereafter sign it. and which is in the words and 
 figui«8, and to the purport and effect following, that is to say : 
 
 " It is agreed between Theodow Park, John McLeoJ, and 
 other*. 
 
 of the other part, in coiiHulemtionof shares in the Amherstburx 
 
 and St. Thomas Railway Company^ subsoribed for by and in the 
 
 name of William Wallace, amounUiw to five humlied thousand 
 
 inds, being assigned by the said Wallaee to the said Buchanan, 
 
 le, the said Buohanan, agrees to use the power which the assign- 
 
 ment of the said shantt soaUTeit in him, to seoura the terminux 
 of the said raihray at Amherstbnrg as well as Windsor, and will 
 make an understanding with those to whom he shall transfer luoh 
 shares, that they shall carry the said road to Ambeislbuiv ; ami 
 the said Theodore Park and John MoLeod agree with the said 
 Isaao Buohanan that in the event of the said Buchanan being no- 
 a'de to eOiset aneh arrangement whereby the said railway shall 
 have a terminus at Amhemtborg, they, the said Theodore Padi 
 and John McLcod, will, within sixty days alter receiving froin 
 the said Isaao Buchanan a written notice of his having tailed to 
 eflbctsuoh arrangement, pramise to be refunded to him all monr's* 
 advaneed by him on account of such shareholders, and to proeuw 
 him to be released from all ohlisatkm and llabilKy in respeet 
 thereof. And it is further agreed between the parties signing, or 
 who shall sign this agreement, that on the said Is •no mchanaii 
 advancing orleidhiglo the subseribera the stock of he said ' 
 company tlie meana of paying the deposit thereon to entitle them 
 to vote, every eo-operation will be afforded by such person to- 
 wards satisfying the eapitalists whom Mr. Buohanan expects to 
 intereet in the immediate constmetion of the Amherstbnrg and 
 St. Thomas Railway ; especially that the Direotors who shall be 
 appointed at the first election (rf Direotors of iha said Company 
 upon tlie votes given in respect of such stock, shall, from time to 
 time, when required, retire from the Board of Diiectors, to make 
 room for other gentlemen in England or elsewhere, whom the 
 sliareholders, to be procured by Mr. Buohanan, may wish to mnkp 
 Directors in the said Company. 
 
 « Doted at Windsor, Idlh day of July, i856, and signed 
 
 «' JOHN McLEOD, 
 " THEODORE PARK, 
 « ISAAC BUCHANAN, 
 "WILLIAM WALLACE. 
 * * * "That about the 18th day of September last, (1856) the 
 ai^d William Wallace admitted to the said Isaac Buefaanan, both 
 being then in London (Enghmd), that the subst^ption had been 
 made by Wdliam Wallace in the books of the said Company in 
 May last in psncil and not in ths form required by the act, and 
 that it had been written over in ink after the closing of the books 
 on the Sth day of Jul;' last, as Wallace since his return to 
 Canada has admiUed, but thus still leaving it imperfect in the 
 fo-\ required by the statute. * « i * 
 
 j.iie following by-hiw, subsequently passed by the Board and 
 I intended to re^Orm the foregoing agreement is included in thr 
 bill which Mr. Buchanan put in as evfisnee : 
 
 " That until Mr. Isaao Buohanan arranges with cspitalista to 
 undertake the construction of the railway under the charter of 
 the Amherstburg and St Thomas Railway Company, and have 
 his nominees for that purpose introduced to this board, there shall 
 no farther call be'ma(^>)on the shares nor any contract entered 
 into, nor any cheque drawn on the Bonk of Upper Canada, unless 
 he approves of ths same by his signature. 
 
 "This by-law being declared to be irrevocibU without the 
 consent of said Isaac Buchanan, as embodying the former under- 
 standing, now made a formal agreement 
 
 " Dated the 10th day of October, in the year of our Loid one 
 thousand eight hundred and filly-six." 
 
 This having closed Mr. Duchsnan's evidence, the examinition 
 was adjourned. 
 
 MR. RANKIN'S TESTIMONY. 
 
 Cross-examined by Mr. Ecclcs, [who appeared for certain of 
 the directors who were mode defendants to the suit]— I know 
 Wallaee, who subscribed the £500,000 stock. The subscription 
 is entered in the book lyins at Amherstburg. When I saw it the 
 entry was in ink. It had been originally in pencil, and was af- 
 terwards inked over. At the commencement, the provisional di- 
 reotors had adopted a heading for the stock book, to the effect that 
 the parties subscribing for stock under that heading bound them- 
 selves to take the number of shares sol opposite to their naiues. 
 Upon the page of the book on which Wallace's name was written, 
 there were at least a dozen other names preceding it, Wallace^ 
 name beinfi the last on the page. Each «,f the parties who had 
 subscribed previous to Wallare had complieil with tlio icquire- 
 ments of the heading, and placet! the numb r of shares whicli 
 they intended to take in the column for shares. VVallace hail 
 , written his name in the proper column for names, but had left 
 
 ho may hereafter sign the a:;reement representing origi- : the " No. of Shares" column blank, and in the column.s for the 
 
 nal stock, taken bv such persons, in the Amherstbum and St. 
 Thomns Railway ('ompany of the one part, ond Isaac Buclmngn 
 
 I pounds, shillinats, and pence, and dollars and cents, he hail so 
 written the figures thot they misrht liave representeJ either lESOO 
 
or £0110,000. Vndtt th* eolamn for pound* "ilOO" wm entoivd, 
 nimI t!ie rMMtiniiMi ikra* ajrphwt w»m in Uw ■Ullinga Mid pmee 
 (■olunHiM. By • buMMM MMUi IIm antrjr wo«ld ham read— Vire 
 Kunlrvil pound*! M »Ullin(pi ^ id no ponoo. In tho oalumn fcr 
 ilollani appMMd " !IOOO," and Ihe .umainiaK ejrphan wora in 
 iba cent* eolnaui. Tho sloek book had boon dq^oHlad with Mr. 
 lWhml of Hamiiloa. Aw the puipoae of obtaining MibMrilien. 
 Mr. Caliago had allowoii it to m out of hia penaoaMon, by ilnlir- 
 itriiii{ ii to Mr. Ptiko> of Wiodaor ) and a* Mr. Parko woiilil not 
 •4io me tho book in anyothar way, I obtainad it by a writ of 
 replevin. On obtaining po*aBi i *iow of the booki I Ibumi iu it tho 
 entry I have refoned to. I know Wallace. He wa* a man of 
 iM nif aii«-T« rcakioiit of tha Unii«><l Staloi, lOftking employinont 
 here ok an engineer. I made Mr. Bnchanan awai* of tho entry 
 iif the Mock in the book in the imme of Wallace, on 6lh Auguit, 
 I8i86. Mr. Buchanan diti not im that ucoanion expn** any opin- 
 ion on the i>ubiect, but he vTiiioed exlrene anxiety to get poa- 
 w«*ioii of the book from mr. Some of the piaaent diraelon of 
 the Niaiiara and Detroit Hirer* Company were Rtoekbolder* in 
 the Amhentbuig and St. Thomas Bailway, and Ihe phdntiff Mc- 
 Cleiiaj^han, ahortly before the ainaljnnutMMi of the latter rom- 
 (Miny with the Woodtlock and Lake Eila Railway oonpany, al- 
 KO became a ahaieholdcr therein. I cannot tell the light in which 
 the pUintiif legarJad the Wallaee stock ; but the diiectora who 
 •igiieil Ihe oheque conaidereil that Wallace'* mibaeription waa 
 fraudulent, and that Ihe ten per cent depoait upon it paM by 
 Buohanan. wa* oniy paid conditionally, the condition being that 
 if Mr. BncninaH failed within a given perioil in aer -mplidiing hia 
 designs In England, in orainection witd the Uieat Wealam Rail- 
 way, the mouey should be returned to hin. Mr. Buchanan and j 
 hia direotorx claim(d to be the legally-constitutod board, upon I 
 the faith of tho £50^000 deposit ; and their sncooMoni, up to the ! 
 passing; of the reeent Act, stood upon the same foundation. 
 
 An nlfidavithas been nude by M:. Mercer, an follows :— ' 
 " I, John Mercer, of the lo*n of Chatham, in liin county of i 
 Kent, Esq., make oath and say : That on tho 'iUt day of Nov., : 
 IS97, pursuant to appointment, I met Arthur Rankin, Esn., in 
 rompnny with sevfial other peisonH, on the cnm of the Great 
 Western Railway Company at tho said town of Chatham, and 
 travelled with him and the i<ai<l other perwns (amongst whom 
 were Charles Baby, Em]„ Pan! J. Salter, Esq., of Sandwich, and 
 James Cuthbettson, Esq., of Windsor,) on the said cars to Lon- 
 don, in the county of Middlesex, where we met Isauo Bnehmian, 
 Esq., James Morton, Esq., and others, who had come on the cars 
 of the said (ireat Western Railway from Toronto and Hamilton, 
 who, as well ns the Miid Mr. Rnnlcin, nn<l the said other perions 
 
 who travelled with him and me, went to Lciiiion aforesaid for tho 
 purpoao of attendins a meeting uf tho director* of tho Amhorstburg 
 
 St. Thomas Railwav Companv, called to ohango tha potson- 
 ha last-menthmed company, in parauanee of 
 egnemenk pi 
 Mr. Buohanan, and Mr. Morton i that tha intended nMeting of the 
 
 nol of tha board of tho last-mentioned company, 
 
 an egiwmenk prevraualy ouula between the *aid Mr. _ Rankin, 
 
 directors took place at the City Hall, in London afoiasaid, on tho 
 evening of tho *aid day, which maeiing vras presided over by Iba 
 said Isaae Buchanan, then the president of the nald eompaiiy, 
 and at whioh meeting Mr. Buchanan and hi* board of direotora 
 «overally resigned, and war* replaced by mvself and erght other 
 
 Cirsons, of whom I wa* elected pretiilent ; tnat immediately af- 
 r tha fbrmation of the lahi new board, and before Mr. Buch- 
 anan and his late co-directors or any of tnem had left the hotel, a 
 re*olution waa pafsed by the said ncwly-electe<l board under tha 
 Bdviv« of the Hon. Allotney General West, coiiveytnl to them by 
 Robert A. Harrison, Esq., to tha etiitct that the said company 'i 
 cheque should be given to the said Isaac Buchanan for tne re- 
 payment to him of the sum of £00,300 currency, being the do- 
 poait of ten par cent, previously paid by him into the Bank of 
 Uj»er Canada, upon Ihe subscriiriion of William Wallace, John 
 MoLeod, Theodore Parke, and certain other v.iall shatehoMera 
 in tho said comnony ; and immetliately aft'.r Ihe paasing of tho 
 said reaolutioa, I, as president of the aforesaid company, aignad a 
 chaquo for the aforasaiti sum payable to tho said Isaac BucDgnan 
 himself. The said Isaac Buchanan was present waiting to i«- 
 ceiva Ihe sakl cheque, which as soon aa signed, was duly de- 
 livered to him. And I further *ay that it waa the opinion of my- 
 *elf and oo-dircctors (a* expreased by ihera) that tho subicrip- 
 tion by William Wallace intbo Amheratburg stock -bo jk of £600- 
 000 of the capital stock of the said company had h-een fVaudu- 
 lenlly made, and that thepavment of ten per cent, deposit upon 
 the stock by the said Isaac Buchanan had been irade condition- 
 ally ami contrary to the spirit of the Act of Parliai. nnt incorpor- 
 ating the oaid company, and that in fact the said money paid 
 under such condition belonging to the snid Isaac Buchanan, and 
 not to the company ; and for these reasons I and the other di- 
 rectors willingly adopted tho udvice of the Attorney Gcnerul, who 
 Kcommended that it woi.ld under the circumstances lie but ju-t 
 that Mr. Buchanan's money should be returned to him. 
 
 " Sworn belore me, at the city of Toronto, on the 14lh Decam- 
 ber, 1808, having been first read over to the deponent, J<4in 
 Mercer, whom I infonneil that he was liable to croHi-eaamina- 
 tion as tn its eonlents, nnd that hn wns at liberty to add to or 
 vary the Mame. 
 
 •' (;E0FFRY HAWKINS, 
 
 " Commissioner." 
 
on aforeMitJ for Iha 
 of th* AmhtMiburg 
 ihang* th« jmimhi- 
 f, in jNimiMM* of 
 «i<i Mr. lUnkin, 
 (led nMwting of lh« 
 I afoiWMid, OB lh« 
 MMlad over bjr Iha 
 iie naid ooropaDy, 
 I buaid of 'lireetori 
 •ir and eivht other 
 It inimedwteljr af. 
 wfore Mr. Buch- 
 m1 left the hotel, a 
 kI hoanl under the 
 veytNl to them by 
 e Mid ooropany'i 
 'haiian for ue re- 
 y. beiDK the da- 
 into the Bank of 
 irt Wallace, John 
 •lall ■hareholdera 
 lie paMing of the 
 ompany. aimed a 
 1 Iiiaao Buoiuinan 
 ent waiting torn- 
 ad, nraa duly de- 
 le opinion of my> 
 hat the suhwrip- 
 M)k-h»uk of £iOO- 
 had h«en (yaudu- 
 ont deposit upon 
 iFade condition- 
 liai. Ant incorpor- 
 Mid money paid 
 X Buchanan, and 
 ind the other di. 
 iiey Gene nil, who 
 ince* be but jo-t 
 to him. 
 
 the 14th De<«m< 
 B iippoii«>nt, Ji4m 
 I I'nmi-eiamina- 
 rty to add to or 
 
 KINS, 
 
 nmmipdioner."