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The Petition of Isaac Buchanan, of Hamilton, Esquire, Humbly Sukweth, That the Legislature of the Province of Canada have passed the following Acts : First.— 10 md U Victoria, cap. 117; An Act to incorporate the Woodstock and Lake Erie Railway Company, under which the Company had power to construct a Railway between Wood- stock and the Harlwrs of Port Dover a; J Port Burwell inclusive, on Lake Erie. ^fcortd— 16 Victoria, cap. 239; An Act to amend and extend the Charter of the Woodstock and Lake Erie Railway and Harbour Company, imder which the said Company had power to extend their Railway from Port Dover (or from Simcoe or from any point between those two places) to Dunnville, in the County of Haldimand. Third.— \9 Victoria, cap. 179 , An Act to amend the Charter <.f the Woodstock and Lake Erie Railway and Harbor Company, under which the said Company had power to extend their Railway from Dunnville to, at or near the Suspension Bridge, across the Niagara River, in the Township of Stamford, in the County of Wolland ; and also to extend their Railway from Otterville, in the Clounty of Oxford, or from Port Dover, in the County of Norfolk ; or from any part between the two last mentioned places to Saint Tiionms, in Xho County of Elgin ; and the Company was thereby also empowered to amalgamate with any other Company. \ i 'j2\ 2 Fourth. — 19 Victoria, cap. 74 ; An Act to amend the Act of Incorporation of the Woodstock and Lake Erie Railway and Har- bor Companies, under which the Municipalities of Woodstock. South Norwich, North Norwich, Simcoe, Wyndham and Wood- house, and other Municipalities near to the said Railway or amal- gamated Railways were authorized to aid and assist the said Company. Fifth. — 18 Victoria, cap. 183 ; An Act to incorporate the Am- herstburgh and Saint Thomas Railway Company, under which the Company had power to construct a Railway on and over any part of the country lying between the Detroit River at or near Ani- herstburgh, to, into or through the Town of St. Thomas, or as near to it as might be convenient ; and power to construct a Branch Railway from their main line at such point as might be found most convenient to connect the Village of Windsor with the Town of Amherstburg ; and also power to construct docks and have Steam Ferry-boats at the Western terminus ; and also power to amalga- mate with any Railway Company l^Jast of St. Thomas, either to the Niagara River or to any Port on Lake Ontario, or to both of them. Sixth. — 19 Victoria, cap, 113 ; An Act to amend and extend the Charter of the Amherstburgh and Saint Thomas Railway Company, under which the Company had power to unite with any other Rail- way Company, whose Railway intersects that of the said Compjiny or touches a place where their road also touches. That Your Petitioner has heard with the utmost alarm, tliat a Bill has been introduced into Yom* Honorable House to incorporate a Company to be called " The Great Southern Railroad Company," with the view of covering the very same ground now occupied by the two Chartered Companies above referred to, viz : The Wood- stock and Lake Erie Railway and Harbor G)mpany, and the Amherstburgh and St. Thomas Railway Company, which, together, constitute the through line or whole country from Detroit Ui\cr to the Niagara River, at the Suspension Bridge. That the Acts of 18 Victoria, cap. 179 ; the 19 Victoria, cap. 74, and the amalgamati and had evi entire chair that with s] mentioned already inv from the < Companies, struction o; tain By-lav since been said Act ; \ amalgamat way would purpose wl accident ha That no vmce, nor Parliament Company, never cont April, 18£ to Your H and otheri incorporati ing in the no opport are now i their prop* That Y( the Comj whereby li That he Stock of the Act of ly and Har- Woodstock, and Wood- .y or amal- st the said • te the Am- r which the ii* any part r near Ani- 5, or as near t a Branch found most le Town of tiave Steam to amalga- ;ither to the to buth of I extend the ' Company, other Rail- l Company, rui, that a incorporate Company," LJCupied by :he Wood- y, and tlie h, together, trolt tilver Jtoria, oiip. 3 74, and the 18 Victoria, cap. 183, had each special reference to an amalgamation of the several lines of Railway chartered as above, and had evident reference to the formation, by such links, of an entire chain of Railway to constitute a through Southern line, and that with special reference to such amalgamation the Municipalities mentioned in the Act, chapter 74, of the last Session, which had already invested £145,000 of public money, borrowed by them from the Consolidated Loan Fund, in one of the said chartered Companies, were authorized further to aid and assist in the con- struction of the said Railways, and for that purpose to submit cer- tain By-laws to the rate-payers of such Municipalities, which have since been duly ratified in accordance with the requirements of the said Act ; and but for the death of Mr. Samuel Zimmerman, the amalgamation of the two Companies into one Great Southern Rail- way would ere this have been effected, under arrangements for that purpose which were progressing and all but completed when th^ accident happened which caused his death. That no notice was given in the " Official Gazette " of this Pro- vince, nor in any local newspaper, of any intention to apply to Parliament for a Bill to incorporate the Great Southern Railroad Company, and Your Petitioner believes that such an idea was never contemplated or thought of until the Petition, dated the 16th April, 1857, from J. W. Keating and three others, was presented to Your Honorable House ; and that consequently Your Petitioner and others, whose interests would be materially affected by the incorporation of the Great Southern Railroad, as a scheme compet- ing in the most direct form with the above chartered interests, had no opportunity to organize an opposition to the said scheme, and are now unexpectedly called upon to protect, as best they may, their property invested under Legislative sanction. That Your Petitioner has a deep personal interest and stake hi the Companies already chartered, and in their amalgamation, whereby his property will bo secured. That [10 represents in his own person a large majority of the Stock of both the Railway Companies now in the course of amal- 9 gamation, and has paid on account of his subscriptions in cash, up- wards of £'76,000, and beyond this is a bondholder in upwards of £18,000. That Your Petitioner has not now and never has had any inter- est in the contracts given out by the Amherstburgh and Saint Thomas Railway Company, or by the Woodstock and Lake Erie Railway and Harbor Company. That Your Petitioner can assure Your HonourabU> House that, within a very short period, the whole amalgamated line from the Detroit River to the Suspension Bridge will be in course of con- struction. That the chartering of a rival and competing Company will have the effect of preventing the building of the chartered lines in which Your Petitioner is interested, as well as the building of the lino proposed to be called the Great Southern Railroad, and the passing of such a new Act of Incorporation will inevitably result in the loss of Your Petitioner's property, and of the public funds invested by the Municipalities upon the faith that Parliament Avould never sanction, or by its acts abet such wholesale destruction, or at all prejudice interests created under its most solemn sanction. That contracts have already been entered into foi- the construc- tion of upwards of 200 miles of the whole line between the De- troit and Niagara Rivers, (upwards of three-fourths of the whole distance,) and sums over £150,000 have been paid to the Contractors on account of such contracts. That Your Petitioner believes that the foiu- Petitioners for the Act to incorporate the Great Southern Railway (Company are not the real promoters of the scheme, but that the true cause of the movement is traceable to the legal disarrangement, by Mi-. Zim- n.erman's death, of plans which promised in their fulfilment a large profit to Mr. Zimmerman and all whose interest as sharers therein with him, ceased upon his death. That while he regrets that the death of Mr. Zimmerman has in- terfered with the completion of contracts, which, living, he might have entered into not only tor his own advantage, but for the bene- I i 1 IS in cash, iip- n upwards of lad any inter- 'gh and Saint nd Lake Erie House that, line from the ourse of con- Miywill have ines in which ? of the lino id the passing result in the mds invested M'ould never )n, or at all ;tion. ;he construc- een the De- )f the whole i Contractors ners for the any are not 3ause of the ►y Mr. Zim- ment a large irers therein 'fit of others who would probably have shared them with him,under executory arrangements made in his life-time, and wholly depen- dent upon his life, Your Petitioner trusts that Parliament will not regard the disappointments arising from the act of Providence as a legitimate basis on which to seek, at the hands of the Provincial Legislature, the grant of a Charter for a rival and competing Companv, by way of compensation for losses beyond its control ; and Yoj'r Petitioner confidently relies that Parliament will, in its wisdom, determine to uphold the interest of Your Petitioner and others which, by the six several Acts above referred too, it has created, acknowledged and confirmed; and that the Legislature will refuse to commit the act of destruction to the large amount of pj-operty which the promoters of the Bill to incorporate the Great Southern Railway Company are seeking, and which, should it become law, will be its inevitable result. Your Petitioner, therefore, humbly prays that Your Honorable House will preserve Your Petitioner's property as established by the law of the land, and that you will not allow the Bill to incor- porate thv- Great Southern Railway Company to become law. Hamilton, 20th April, 1857. rman has in- g, he might for the bene- 1 ■.;.st!C4fiia EVIDENCE Before the Railway Committee of House of Assembly. Saturday, 9th May, 1857. Examination of Isaac Buchanan, Esq. QuES. 1. How did you become connected with the chartered Companies forming the Southern Chain of Railways, and with what object ? Ans. I got hold of the Stock of the Great Southern Railways to offer pro-rata to the Shareholders of the Great Western Com- pany. I had been associated and working for the Great Western since its commoncement, or eleven years ago, having moved the lirst resolution at the meeting originating it in 1845. I felt my interest and those of Haniilton identical with the Great Western Railway. Tliose co-operating with me had f(jr many years ob- jected to the construction of the Southern Road until the success of the Great Western Railway was secured. We had done this tor the single reason that the Great Western Line was the best for the interior of Canada, and would never have been biiilt if not built before the Southern TJne which clearly is the best through route. The time had <:unie when we had given up the feeling that with justice we could oppose the construction of the second line. This tact was yielded publicly by our application for a Charter to build a second track on the Great Western Line ; for this second track the monev was readv in London, and my movement in connection with the Chartered Companies forming the Southern chain of Rail- ways had the simple object of getting for the Shareholders of the Great Western Railway, the option or privilege of building their second track along the vastly more favorable line of the Southern Railway, instead of along the present circuitous and difticult line of the Great Western Railway. Mr. llarris, my partner, then President of the Line, was then in England, and from my long i J'ii' 8 connexion with the Company, and having been a Director, it \^as thought that I was the natural party to move. 1 had the coneur- renee of all the Directors of the Great Western in Canada except Mr. Brydges. 1 had no t)bject of personal profit ; and any advan- tage which could be derived fr(;m purchasing lands at the various stations along the line, or any balance remaining which might be made of the two and a-half per cent, which had been laid aside for premiums to be given to the original promoters, or parties con- trolling the charters, were all to be applied to create a fund for amniities and other reliefs to the decayed or distressed employees of the Railroad ; this t\u-A is known to many parties outside the Great VVestern Railway, juid among th(> rest to Mr. J. W. Keating, one of th(^ petitioners for the Great Southern Railway Charter now bef(.)re the Conmiittee. Mr. J. W. Keating was at that time engaged in purchasing, for the Great Western Railway, of station grounds on the Sarnia Branch, and was expected to be em- ployed in the same duty along the Southern Line which led him into a knowledge of the views of Mr. Radcliffe, the Vice-President of the Great Western, and of myself. ^ Q. 2. How did yon propose to effect that object as to the Eastern and Western lines ? A. The capital of the Western end was .£1,000,000 currency, and the capital of the Eastern end was the same amount. We! proposed to amalgamate the Eastern and Western Charters. The Acts of 18 Vic, chap. 170, and the 10 Vic, chap 74, and the 18 Vic, chap. 188, provided for an amalgamation of these two char- ters with the object of fcjrming one entire chain of Railway to constitute a through Southern Line. The Municipalities mentioned in the Act 19 Vic, chap. 74. passi-d last Session, have passed By- Laws t(. carry out provisions of said amalgamation, and the Boards of Dir(^ctt)rs in the (Jonipanies formed under both the PJastern and Western (liarters have passed amalgamation agree- ments. Serious difficulty \\as for some time experienced in arrai^ging the amalgamation arising out of the rival pretensions to the Presidency of Mr. Rankin and Mr. McLeod, who severally m rector, it \Hs d the concur- ^aiiada except id au}' advan- : the various ich might be laid aside for • parties con- te a fund for id employees s outside the Mr, J. W. 3rn Railway ating was at I Railway, of ?d to be em- liich led him ice-President (t as to the [)0 currency, Junt. We irters. The and the 18 se two char- Hailway to 3 mentioned passed Bv- 'n. a)id the iT both the ition agree- crienced in pretensions 10 severally 9 represented two rival Boards, elected under the Charter of the Ainherstburgh and St. Thomas Railway. The late Mr. Zimmer- man and I eventually fell upon a plan to get quit of this. We arranged that the Directors of the Woodstock and Lake Erie or Eastern Link of the chain should pass the amalgamation agree- ment, and that this should be accepted and passed by both the rival Western Boards, thus giving no preeminence to either. Q. 3. Did you directly or indirectly reserve to youi'self any interest '? A. I have answered this question before. I again repeat, tliat in no way A\'hatcver did I expect to receive any personal advantage in connexion with the possession of these Charters, and that as a matter of fact I have received no such advantage. Q. 4. Did you ever offer Mr. Rankin fifty thousand pounds to secure his interest in promoting your views. A. The only approach to such a thing was that he asked for a contract and that I said that no doubt the friends of the Great W estern Railway, if we built the line, would have or receive a preference of the contract, he asked what 1 supposed Mr. Zimmer- man would make by the contract of which we had given him a I)rcference on the 50 miles of the Sarnia Branch of the Great Western Railway, Mr. Rankin repeated that he desired a contract, 1 said that I would introduce him to a practical contractor, who I had no doubt would co-operate with him, and through whom I had no doubt such an amount could be secured to him. I think I said the Company would do everything they could to make the arrange- ment as secure as possible, for Mr. Rankin, and with the concur- rence of the contractor alluded to, with whom he was to be con- nected, might stop from such payment a certain per centage. Mr. Rankin said that he did not wish any such arrangement, for that he desired to be a party to any contract in the ordinary way having all the risks as well as all the profits of a contractor. The other contractor alluded to was the only one who had been spoken to about the preference of a contract, and except with Mr. Rankin, such an agreement has not been entertained with any other person, 10 \ ' the services of this other contractor, were that he had arranged to get the Great Western Railway, the control of the Eastern Charter, a thing necessary to be accomplished before we took the responsibility of acquiring the million of pounds of stock, created by the (.liarter of the Amherstburgh and St. Thomas Company. — The agreement with this gentleman, with whom I supposed Mr. Rankin would be associated as a sub-contractor, will be the best means of explaining the agreement which I proposed on behalf of the Great Western Railway, to ha\'e with Mr. Rankin. Tlie agreement with this contractor Mr. J. B. Vanvooriiis, is thus alluded to in my agreement made in England with Messrs. Sanmel Zimmerman and George Wythes, by which it was arranged that in consideration of my transferring to them all my interest in both the Eastern and Western links of this Southern Railway Chain, I should get the moneys outlayed by me returned, during the pro- gress of the roads' construction and the agreements I had mad«! with others carried out. " And whereas the said Issaac Buchanan " has engaged to give J. B. Vanvoorhis a preference to make 35 '' miles of the Woodstock and Lake Erie Railway, not including "superstructure, providing ni^ other person shall be willing to " undertake the same on lower terms." " Now this agreement " witnesscth that the said Sanmel Ziirunerman and George Wythes '• shall give J. B. Vanvoorhis preference of a contract for the con- " struction of 35 miles of the Woodstock and Lake Erie section " of the amalgamated line, not including superstructure, provided " the said Samuel Zimmerman and George Wythes cannot enter " into a more advantageous arrnngcment with other parties." There was no idea of giving Mr. Rankin a greater price than any other respectable contractor, the contract proposed was in fact a thing whose only value consisted in the contractor being in the hands of friends bound in honour to give him a contract at fair prices, even although other parties knowing of this arrangement might try to get an advantage over him, by tendering under the usual rates. Except what is included in the foregoing, I am not awure that anything passed between Mr. Rankin and me wliich .^i;i4A;:;?;'''.j;aa arranged to the Eastern we took the tock, created Company. — ipposed Mr. be the best on behalf of nkiii. Tlie \\k IS thus ?srs. Samuel rranged that jrest in both ay Chain, I ing the pro- I had made ic Buchanan to make 35 >t incbidlng ^ willing to agreement rge Wythes for the con- Erie section 'e, provided annot enter parties." — :;e than any !is in fact a )eing in the iwt at fair rrangement 5 under the Q[, I am not d me which 11 could give rise to the idea of my having the desire to bribe him to support the interest of the Great Western Railway, except that admitting as I do and have ever done, that he, like others, had pro- moted the charter of the Amherstburgh and St. Thomas Railway, I intimated to him as to the others my readiness to acknowledge his choice by allocating to him a fifth part of the premiums which the Great Western Shareholders were to pay, or £5,000 currency, which sum, however, he spurned, as being altogether inadequate to his pretensions. Q. 5. What stake have you in the Railway 1 A. I have paid for Shares in the Amherstburgh and St. Thomas Railway - £ 50,375 I have paid for shares in the Woodstock and Lake Erie Railway 25,250 I am a Bondholder of the Woodstock and Lake Erie Railway for money, a large part of which went to pay to the Government the interest due to the Consolidated Loan Fund on £145.000 currency, borrowed by the Mu- nicipalities, and invested in the Woodstock and Lake Erie Railway • 18,326 I have made, advances to the two Companies on the faith of the amalgamation, about 3,000 7 6 £1)(),951 7 6 I have, besides the foregoing, a responsibility to pay up the balance of shares subscribed in the Andierstburgh and St. Tliomas Railway fur £500,000 £450,000 And a responsibility to pay up shares in the Woodstock and Lake Erie Road for £2.250. 2,000 £548,951 7 (5 Fr..iii my previous evidence it must be evident that 1 entered into this responsibility expecting to be inmicdintely relieved of it 12 by the Great Western Railway. I may also mention that I have found it impossible subsequent!}? to get relieved from it, in conse- quence of interruptions to the amalgamation, first from Mi-- Rankin's Chancery suit, and afterwards from his personal preten- sions connected with the Charters, together with the bringing in by Mr. Rankin of the present Bill for a new Charter to cover the same ground pre-occupied by Charters in my possession, which, as I have explained, I have been always ready to give over to any parties who could immediately construct the road, without any renmnera- tion in any shape to me personally. Of this, Mr. Morrison produced the best evidence in his explan- ation, when he put in to the agreement in reference to the Am- herstburgh and St. Thomas and Woodstock and Lake Erie Com- panies, gone into in Liverpool on 26th September last, between Messrs. George Wythes and Samuel Zimmerman, and my brother. Peter Buchanan, for me. I may mention that the evils flowing from the unfortunate causes alluded to are not confined to myselt; but are felt by hundreds of customers and correspondents of mine in this Province. Q. 6. Is the line under contract I A. The line from the Detroit River on the west to St. Thomas is under contract, being 135 miles; the line from Simcoe to the Suspension Bridge is also under conti-act, being about 70 miles ; and the only part of the through line which is not under contract, is the lino between St. Tiiomas and Simcoe, being about 40 miles! There is also under contract tlii' cross-road from Woodstock to Port Dover, about 40 miles. And upon all thes(^ contracts there has been paid to the contractors £150,000, viz : i;iOO,000 on the Eastern end of the line, and £50,000 on the Westei-n end of the line. Q. 1. Has the Hon ,1. C. Morrison interfered in these matters, and what was the amount of his intoi-fi^renco ? A. On 7th August last, the day on which the electit.n of Direc- tors of the Amherstburgh and St. Thomas Railway .Krurre.l, at Amherstburgh, the Hon. .ro.shj)h C. Morrison appear(.>d with his friend, Mr. Zimmerman. 13 on that I have m it, hi conse- rst from Mr- rsonal preten. bringing in by ;over the same hich, as I have to any parties my reinunei'a- in his explan- 36 to the Am- ke Erie Com- Uist, betM'een 3 my brother, evils flowing eel to iiiysoltj dents of mine ) St. Thomas >imeoe to the lit 70 miles ; der contract, Hit 40 miles, i-'^ood stock t(i ntracts there >,000 on the n end of the icse matters. on of Diree- oceurri'il. at red with his Mr. Morrison was also a very old friend of mine, and he explain- ed to me, that he felt it his duty to disregard all other consider- ations, and to interest himself in the ti-ansactions then going forward, on account of his being the representative of Niagara, which is so vitally interested in the Southern line being no longer delayed. U is to Mr. Morrison subsequently being willing lor the same purpose, to become President of the Southern line, about to be amalganuited under one company, that we were indebted for the amalgamation being on the eve of consummation, when Mr. Ran- kin's present movement alarmed the Capitalists, whom we expect- • ed to induce to subscribe £300,000, and to pay £30.000 before the 19th of this month as directed hy the Act of the Woodstock and Lake Erie Railway. I may mention that Mr. Morrison has been most anxious to see all Mr. Ziunnernuars agreeuients fulfilled, and in connexion ^^ ith Mr. Zimmerman's Trustees, was willing on behalf of Mr. Zimmerman's estate, to claim nothing in the way of prospective profit. They were willing, if Mr, Zimmerman's agreements were fulfilled, to be satisfied to give up all interest in the lino on the following conditions, viz : the re-payment of Mr. Zimmerman's advances, the completion of the line to the Suspen- Bioii Bridge, and the manufacture of the Railway Stock at the Niagara works, at tlie usual prices ; I understood, theri'fore. that Mr. liankin's application (or the fiilfiUiuent of Mr. Zimmerman's HiriH-ement with him was viewed liivoi-ablv. and was not settled in coiise(|uence of some additional chiim made by liim, arising imt of »« siil)-eoiitract, or sub-contracts which he had ()r. A. The eaiiseH ot'ti.e works on the line notlu'ingpixx'eeded with, prior t«» Mr. Zimmerman's death, were llu- im|»ediniunts thrown iu 14 his way to amalganiation ; had these impediments not existed we could have got the money to ]>uilf amalgamating and settling the differ- ences of three Boards ? A Yes ; they were renewed and were successful, and the three Boards of Direct, n-s have actually passed the amalgamation agree- ment, which 1 beg to hand into the Committee as follows : mm INDENTURE, made the Tenth day of Januarv,* in the ^ year <.f ..ur [..:,rd One Thousand Eiirht Hundred and Fifly- .Seven, between the Woodstock and Lake Erie ].>ailway and Harbour Company of the first ]>art ; and The Amhertsburgh and St. Ihomas Kadway Company, of the second part ^ Whereas, by the Act of the Parliament of this Province, ,,assed in the sixteenth year of Her Majesty's Reign, entituled " An Act to en^>ower any Railway Coinpany whose Railway forms part of the Mam Jrunk Line of Railway throughout this Province to J"";'\ 7^^'> :"'.v -•»-• s.n.h C.>n.pauy, or purchase the prope'rty ^^ ..nd rights of any sueh C<,mpany ; and to repeal certain Aetsfherein mentioued ineo rporating Raihva^^v^'om panics," it was amonir.t otiier thi: of the C purpose tjie Main ill passinj ment, en •*a Main " Provinc such Con any oiu> < be lawfu agret' wit that the ( one Com acquire t ties of th upon whi rights w after sucl pnny af\( then nexl be held,- C<-niipan3 name of agreemei the unitt stipulatic should tf rights of tiiereof, the bnsii after an;y And V passed ir " Act to 15 not existed, we siiiuary last, in •kct in England not have boon proceeded w itli. is an iniprove- is arc anialga- nientioiied tlic to aniaigaina- 'ks have been HIS to the Pro- d St. Thoraa,s 'e negociations ling the differ- and the three mation agree- lows : luary,* in the id and Fifty- and Harbour irgh and St. »v ince, |)assed It'd " An Act ' tbrnis part Province, to the property I Acts therein vvas anitmgst ririiopumn's re- fo the Miinici- jJ to by both otlier things enacted, that it should be hiM^ful for any two rr more of the Companies formed or to be thereafter formed, for the purpose of constructing any^ Railway, which should form part of the ]\[ain Trunk Line of Railway, contemplated by the Legislatm-e in i)assing the Act of the then last Session f)f the Provincial Parlia- ment, entitled "An Act to make provision for the construction of "a Main Trunk I^ine Railway throughout the whole length of this "Province," to unite together as one Company, oi- for any one of such Companies to purchase and acquire the property and rights of any one or more of such Companies ; And further, that it should be lawful for the Directors of any such Company as afortisaid, to agree with the Directors of any other such Company or Companies, that tlie Companies they respectively represent should be united as one Company, or that one of such Companies should purchase and accpiirc the property and rights, and take upon itself all the liabil- ties of the other or others; and by such agreement to fix the terms upon which such unii^u or such purchase should take place, — the rights which the Shareholders of each Company should possess after such luiion or purchase, the number of Dii'ectors of the Com- pany after such union, and who should be such Directors initil the then next election — the period at wliich such next ele(>tion shinild be held, — the nmnber of votes which the Shareholders of either Company shouhl respectivi-ly have thereat, and the Corporate name of the Company ai'ter any such imion, — the time when the agreement should take ellect, — the By-hnvs which should apply to the united ('ompany, and gonerally to make all such conditions and stijtulations touching the terms upon which such union (»r purchase ghonld take place, as might be found necessary for determining the rights of the said Companies res[)octivoly, and of the Shai'ehohlers thereof, after any such union or purchase, and the mode in which the business of the Company should be managetl and conducted after any such union. And whereas, by another Act of the Parlianu'nt <»f this Provinc»>, passed in the sixteenth year «;f ller Majesty's Reign, entitled, " An " Act to extend the provisions of the Railway Companies Union 16 " Act to Companies whose Railways intersect the Main Trunk Line, " or touch places which the said Line also touches," it was amongst other things enacted, that the Act passed in the then present Ses- sion of the Parliament of this Province, and entitled, " An Act to " empower any Railwa}' Company whose Railway forms part of " the Main Trunk Line of Railway throughout this Province to " unite with any other such Company, or to purchase the property " and rights of such Company ; and to repeal certain Acts therein •' mentioned, incorporating Railway Companies," and all the enact ments and provisions therein contained, should extend and apply to and include any Railway Company whose Railway intersects the Main Trunk Line of Railway contemplated by the Legislature in passing the Act of the then last Session of the Provincial Par- liament, entitled, " An Act to make provision for the construction *' of a Main Trunk Line of Railway throughout the whole length " of this Province," or touches any city, town, or place which the said contemplated Main Trunk T^ine of Railway also touches. And whereas, by the Acts of the Parliament of this Pro- vince, passed on the thirteenth day of August, one thousand eight hundred and fifty -one, chaptered respectively seventy-three and se\enty-four, the Great Western Railway is declared to be and to tbrm part of the said Main Trunk Line of liailway : And whereas the Railways of the said Company, severally and both of them intersect the Great Western Railway, (being part of the said Main Trunk Lino) and touch certain towns and places which the said part of the said Main Trunk Line also touches, that is to say, the Town of Woodstock, in the County of Oxford, and the Town of Windsor, in the County of Essex: — And whereas, by another Act of the Parliament of this Province, passed on the first day of July, in the year of our Lord one thousand eight hundred and fifty -six, entitled, "An Act to amend and extend the charter of the ''AmhertsTmrgh and St. Thomas Railway Company," it was amongst other things provided that the said last mentioned Com- pany was thereby empowered to unite with any other Railway Company whose Railway should intersect that of the said Corn- lease, 17 in Trunk Line, t was amongst n present Ses- "An Act t(» forms part of is Province to i the property 1 Acts therein i all the enact md and apply .vay intersects be Legislatvu'e 'ovincial Par- e construction whole length ace which the ' touches, of this Pro- housand eight itv-tlu'eo and to ])e and to And whereas both of them the said Main rhich the said is U) say, the the Town of i, by another e first day of hundred and charter of the my," it was ntioned Com- ther J tail way uhe said Com- pany, or should touch a place which their road should also touch, and that to such union the provisions of the said Act firstly and secondly above referred to, should extend and apply : And where- f as, the Railways of the said Companies, parties thereto, intersect each other at the Town of St. Thomas, and both touch that place : And whereas, by the Statute of the said Parliament, passed in the eighteenth year of Her Majesty's Reign, entitled, " An Act to " amend the Charter of the Woodstock and Lake Erie Railway "and Harbour Company," it was also enacted amongst other things, that the said Company should have power and w^as author- ized in pursuance of any resolution to that effect, adopted at a Special General Meeting of the Shareholders, duly convened for that purpose, and by and wuth the consent of the Municipa- lities then or thereafter interested in the said Company as Bond- holders or Shareholders, or a majority of them, signified by resolution to that eflfect, to amalgamate and miite with any other Railway Company in this Province, or to lease or sell their line of road or any portion thereof, and appurtenances, or the stock thereof, to any such other Railway Crmpany, or to purchase, buy out, or lease at any other such Railway Company, or the stock thereof, the whole upon such terms and conditions as should be agreed upon, with such amalgamation, purchase, lease or agree- ment, such other Railway Company was thereby fully authorized to effect with the said Company, upon a resolution to be adopted by the majority of the Shareholders of such other Railway Com- pany at a Special General Meeting to be convened for that pur- pose, and upon the effecting of any such amalgamation, purchase, lease, or agreement, all the rights, privileges and powers of the Company so amalgamated with, leased, or purchased by the said the Woodstock and Lake Erie Railway and Harbour Company^ or l)y such other Company so amalgamated with, leased, or pur- chased, should be merged in the said Woodstock and Lake Erie Railway and Harbour Company, or in such other Company, and should be held and applied by them the Woodstock and Lake Erie Railway and Harbour Company, in their own name or in the f 18 1 name of such other Company as should be expressed in the Articles or Deed of amalgamation executed in the amalgamating Companies to all intents and purposes, as if the same had been granted originally to the said Company whose names shall be retained and expressed in such Articles of amalgamation, and in addition thereto : And whereas, by another Act of the Parliament of this Pro- vince, passed the nineteenth day of June, in the year of our Lord one thousand eight hundred and fifty-six, entitled, "An Act to " amend the act of Incorporation of the Woodstock and Lake " Erie Railway and Harbour Company," it was further provided amongst other things, that if the said Company should amalga- mate or unite with any other Company or Companies, as provided in the third Section of the said next hereinbefore mentioned, it should not be necessary to retain the name of either of such Com- panies, but the Companies so amalgamating or uniting, might decide and agree upon such name for the amalgamated Companies as they shall please, and should specify or designate such name in the Deed of amalgamation or the agreement to amalgamate or unite, and after such amalgamation or union, such name should bi' the corporate name of the amalgamated Companies, and luidei' such corporate name they should be invested with and might exer- cise and enjoy all the rights, powers, privileges, property, benefits and advantages, which otherwise would appertain to the amalga- mating Companies, and to all and every of them if such amalga- tion had not taken place : And whereas, the several Municipalities of the town t)f Wood- stock, the Town of Simcoe, the Township of South Noi'wich, thn Township of North Norwich, the Township of Windham, and the Township of Woodhouse, are respectively interested in the said the Woodstock and Lake Erie Railway and Harbour Company as Bondholders ; ard the said Muni(!ipalities or a majority of thein have, in the terms of the said Act of Parliament passed as afore- said in the eighteenth year of Her Majesty's Reign, entitled, "' An " Act to amend the Charter of the Woodstock and Lake Erir pressed in the amalgamating same had been ames shall be mation, and in It of this Pro- ar of our Lord , "An Act to tock and Lake rther provided ihould amalga- es, as provided e mentioned, it p of such Corn- uniting, might kted Companies e such name in amalgamate or lanie should bf lies, and under md might exer- jperty, benefits to the unialgti- if such amalga- -own of Wot)d- li Norwich, thi' idham, and the ;ed in the said ur Company as ijority of them )assed as afore- , entitled, " An ind Lake Erit' It « Railway and Harbour Company," consented that the said Com- pany may amalgamate and unite with the said the Amhertsburgh and St. Thomas Railway Company, and after such amalgamation that the amalgamated Companies may amalgamate and unite with any other Railway Company, on the terms and conditions herein set forth : And whereas, the said Companies, in pursuance of resolutions to that effect, adopted at Special General Meetings of the Share- holders of the said respective Companies, duly convened for that purpose, have determined and agreed mider and in pursuance of the authority in that behalf, conferred in and by the said several Acts of Parliament hereinbefore mentioned or referred to, and every of them, and of all other power and authority with which the said Companies are or may be invested for that purpose, that the said Companies should amalgamate and unite together under and m the name of " The Great South Western Railway Com- pany," upon the terms and conditions (amongst others) hereafter more fully set forth, and have agreed and determined upon the said name of " The Great South Western Railway Company," as and for the Corporate name of the said Companies when amalga- mated : Now this Indenture Witnesseth, 1. That the said the Amherts- burgh and St. Thomas Railway Company and the Woodstock and Lake Erie Railway and Harbour Company, in pursuance of reso- lutions to that effect adopted at Special General Meetings of the Shareholders of the said respective Companies, duly convened for that purpose, and by and with the consent of the majority of the said Municipalities interested in the said the Woodstock and Lake Erie Railway and Harbour Company as Bondholders, (no other Municipalities being in any way interested in the said Company,) in consideration of the clauses, stipulations and agreements herein- after contained, and under and in pursuance and in execution of the powers and authority in that behalf granted or conferred in and by the said several Acts of Parliament hereinbefore mentioned or re- ferred to, and of all other powers and authority with which they ri i:| 20 are or may be invested for that purpose either by Act of Parlia- ment or otherwise, do, and each of them with the other, doth here- by agree to amalgamate and unite together as one Company, (such amalgamation to take effect at the time hereinafter appointed and provided) under and by the name of " The Great South Western •' Railway Company ;" and they do hereby specify and designate the said name, to wit : " The Great South Western Railway Com- " pany," as and for the Corporate name of the said amalgamated Companies ; under which said Corporate name they are hereby in- vested with, and shall and may exercise and enjoy all the rights, powers, privileges, property, benefits and advantages which other- wise would appertain to the said amalgamating Companies, and to all and every of them, if such amalgamation had not taken place. 2. And whereas, the Capital Stock of each of the said Com- panies is One Million Pounds currency ; it is hereby declared, de- termined and agreed that the Capital Stock of the said amalga- mated Companies, under the said corporate name of » The Great "South Western RailM^ay Company," shall be and is hereby fixed and settled at the sum of Two Million Pounds currency, being a sum equal to the combmed capital of the said Companies before their amalgamation. 3. And whereas, the shares in the Capital Stock of both of the said Companies before the said amalgamation, were twenty-five pounds currency each; and the several Shareholders in the said Companies, by the charter of the said respective Companies, and the several Acts of Parliament amending the same, were each entitled to one vote for each share ; it is hereby further deter- mined, declared and agreed that every person or party havina stock in the said the Woodstock and Lake Erie Railway and Har- bour Company, in shares of twenty-five pounds currency each, immediately before and at the time of said amalgamation, shall,' immediately upon and after such amalgamation, be and become Shareholders of an equal number of Shares of the Capital Stock of the said amalgamated Companies ; and on the application, in writing, of such person or party, the proper entries shall be made ict of Parlia- ler, doth here- )mpany, (such appointed and outh Western and designate Railway Com- amalgamated are hereby in- all the rights, 3 which other- panies, and to t taken place, le said Com- declared, de- s said amalga- ■"The Great nd is hereby nds currency, d Companies f both of the •e twenty.five s in the said mpanies, and e, were each further deter- party having ray and Har- irreucy each, nation, shall, and become 'apital Stock pplication, in hall be made 81 in the Stock Books or Share Registry of the said amalgamated Companies, showing such person or party to be proprietor of the Shares ; and, on surrendering and yielding up to ihe Secretary or Other proper Officer of the said amalgamated Companies, the Scrip (if any) formerly issued for such Stock or Shares, such person or party shall b^ entitled to receive the Scrip of such amalgamated Companies for such Stock ; and that every person or party having Stock in the said the Amherstburgh and Saint Thomas Railway Company, immediately before and at the time of the said amalga- mation, sliall, immediately upon and after such amalgamation, be and become Shareholders in the Capital Stock of the said amalga- mated Companies of the like number of shares so previously held fai the said Company ; and on application, in writing, of such party or person, the proper entries shall be made in the suid books of the said amalgamated Companies, showing such person or party to be the proprietor of such shares ; and on surrendering and yield- ing up to the Secretary or other proper Officer of the said amalga- mated Company, the Scrip (if any) formerly issued for such Stock or Shares, such person or party shall be entitled to receive the Scrip of the said amalgamated Companies for the Stock or Shares to which he may then be entitled, so that the Shares in the Capital Stock of such amalgamated Companies shall be of one uni- form amount, and each of such shares shall be of the amount of twenty-five pounds currency. 4. And it is hereby further determined, declared and agreed, that each and every Shareholder of Stock in the said amalgamated Companies, shall be entitled as well in the Election of Directors as upon all other occasions, to one vote, and no more, for each full Share of twenty-five pounds currency held by such Share- holders, whereon ten pounds per centum shall have been paid, up ; and this provision shall apply as well to Stock or Shares to be subscribed after such amalgamation as aforesaid, shall have been effected as to other Stock, provided always, that notwithstanding anything herein contained, no Shareholder shall be entitled to vote on any Share in respect to which he shall be in arrear for calls ^ -•^^R^^^^ 22 made thereon ; and if it should happen that in converting the Stock or Shares held by any Shareholder before the said amalga- mation, in either of the said Companies into even Shares of twenty-five pounds currency each, in the Capital Stock of the said amalgamated Companies, there shall remain an integral sum or portion of such Stock of an amount under twenty -fi'-s pounds, the proprietor of such Stock shall be entitled to hold the same as an integral portion of a share, and to claim and receive proportionate dividends thereon ; but such integral portion of a share shall not entitle the holder thereof to vote by reason or on account thereof, either in the election of Directors or otherwise. 5. And it is hereby further determined, declared, and agreud that aliens as well as British subjects, and whether resident in this Province or elsewhere, may be Shareholders in the said amalga- mated Companies ; and all such Shareholders shall be entitled to vote on their shares equally with British subjects, and shall also be eligible to office in the said amalgamated Companies. 6. And it is hereby further determined, declared, and agreed that the number of Directors for such amalgamated Companies (to be elected by the Shareholders) shall be eleven, who shall elect yearly from amongst themselves a President and Vice-Presi- dent ; and that the Directors of such amalgamated Companies shall, at and after the expiration of the current year, be elected yearly, on the second Tuesday in July, in each year, or at such other time at such place as the Directors for the time being shall, by Resolutions or By-laws, from time to time^appoint or direct ; and that the first Election of Directors for such amalgamated Companies (by the Shareholders,) after the said amalgamation, shnl! take place on the second Tuesday in July, la the year of our V'j'l vjo thousa^.d eight hundred and fifty-sevn, or at such other Liii!. tiS the Directors of such amalgamated Companies, by Resolution or By-law, shall appoint or direct ; the current year herein mentioned being the period from the time thi' agreement is appointed to take effect until the {■' ;v >ud Tuesday in J ,y, one thousand eight hundred and fifty. seven, Jncinsive; and the Directors for the time being of the said up S3 converting the J said amalga- ven Shares of )ek of the said itegral sum or "-S pounds, the .he same as an ! proportionate share shall not coount thereof, (d, and agreed ■osident in this > said amalga- be entitled to and shall also lies. 3d, and agreed ed Companies ven, who shall nd Vice-Presi- ed Companies elected yearly, h other time at )y Resolutions 1 that the first panics (by the Le place on the i v. 10 thousa^.d i tuo Directors * By-law, shall med being the ake effect until dred and fifty, ng of the said *ltnalgamated Companies as hereby inventerl with, and authorized Mid empowered, after the said amalgamation, to exercise as well In filling up vacancies in their Board and the making of By-laws as fti all other matters and things M'hatsoever, all and every the powers Ind authority which the Board of Directors of either or both of 'the said Companies hereby agreeing to amalgamate, might or could, before such amalgamation, lawfully exercise ; and that in all things touching or concerning the Election of Directors for the said amal- gfunated Companies not herein provided for, the provisions of the original charter of the said the Amherstburgh and Saint Thomas Railway Company, and of the several Acts altering or amending *he same, shall govern and be in force. ; 7. And it is hereby further determined, declared, and agreed, that for and during the current year, that is to say, from the time this agreement is appointed to take effect until the second Tuesday in July, 1857, the following persons shall be Directors of the amalgamated Companies, that is to say, that lion. J. C. Morrison, George Southwick, Geo. McBeth, Joseph Sudvvorth, Thos. G. Ridout, Isaac Buchanan, Joseph A. Woodruff, Jc^hn McKav, John McLeod, and Theodore Park. 8. And it is hereby further determined, declared, and agreed that such of the Bylaws of the said the Woodstock and Lake Erie Railway and Harbour Cojnpany, as are not inconsistent wath the provisions of this agreement, nor with the spirit and object of it, shall be in force and a[vply to the said amalgamated Companies ; any or all of the said By-laws, howcA-er, may be repealed or altered, and other and different ones made, from time to time, by the Directors (jf the said amalgamated Companies, that after this agreement shall be appointed to take effect, the qualification of a Director in the said amalgamated Companies, shall be stock held m said Companies ; l>y such Director to the amount of £250 at the least, on which ten per cent, at the least shall have been paid up; and that a quorum for the transaction of business shall consist tjf such number of the Directors as shall be fixed by resolution or By -lay of the board of the amalgamated Companies, and until the TSSK*- 24 number for a quorum shall be fixed, a quorum shall be composed of a majority of the Directors. 9. And it is hereby further determined, declared, and agreed that, immediately on this agreement talking effect, and the amalgama- tion herein contemplated or agreed upon being accomplished, the said amalgamated Companies shall, and hereby do, under and in the name of " The Great South Western Railway Company," as- sume and undertake the performance, payment, and discharge of all the debts, contracts, engagements, and liabilities of both the said Companies hereby agreeing to amalgamate. 10. And it is hereby further determined, declared and agreed that, in consideration of the clauses, provisions, stipulations and agreements herein contained, the said Companies hereby amalga- mating or agreeing to amalgamate, do, and each of them doth hereby grant, bargain, sell, surrender, assign, transfer and set over unto the said amalgamated Companies, by and in the corporate name of " The (jreat South Western Railway Company," and their successors, all and singular tlie houses, lands, tenements, heredita- ments, premises, railways, harbours,d()cks, channels, cret'ks,wharves, piers, l)uildings, erectit>ns, works, ways, waters, francliises, ease- ments, rights, privileges, powers, advantages, goods, chattels, stock, credits, contracts, property, assets and effects whatsoever, which the Woodstock and Lake Erie Railway and Harbour Company, and the Amherstl)urgh and Saint Thomas llailway Company, res- pectively, or either of thi'm have, hold, chiim, chaUenge. demand, exorcise, use, occupy, possess or enjoy, or are or may be r-ntitled to : To have and to hold the same to Xhv. said amalgamated Com- pany and in the said corporate name of '* The Great vSouth Western Hailwa} Compaiiy," and their successors forever, from and after the time iicrein ap[)ointed f >r this agreement to take eflect ; to be l)y them at all tinus thereafter, l»y and under the said corporate nanu', nad, held, exercised, realized, (U'alt with, [)ossessed, used and cnj(tyed in as full and ample a manner as the t-[\'u\ amalgamating Citnqtanies respectively, or either of them, could, might or would bo entitled to have, hold, exercise, realize, deal with, possess, use. m 26 composed greed that, amalgama- lished, the ider and in pany," as- scharge of f both the md agreed ations and >y arnalga- them doth id set over corporate ," and their I, heredita- :s,wharves, lises, ease- ttols, stock, sver, which Company, ipany, res- N demand, w entitled a tod Com- h Western and utter 3Ct ; to be Corporate 1, used and dgumating ; or would ssesSj use. or enjoy the same, or any part thereof, if the said amalgamation had not taken place or been concluded or agreed upon. 11. And it is hereby further determined, declared, and agreed that the said amalgamated Companies shall and will put that por- tion of their Railway from Woodstock to Port Dover in rumiing order simultaneously with the rest of their line of Railway. 12. And it is hereby fiirther determined, declared, and agreed that (subject to the conditions hereinafter contained) this agreement shall take effect, and the said amalgamation and union be and be- come complete, effectual and perfected at twelve o'clock, noon, on the day of In Witness Whereof, the said the Woodstock and Lake Erie Railway and Harbour Company, and the said the Amherstburgh and Saint Thomas Railway Company have caused their respective Corporate Seals to be affixed hereto, the day and year first above written. Signed, Sealed, and delivered, j in the presence of ( Two other copies of this agreement exist, one in the possession of each of the rival Boards, under the Amherstburgh and St. Thomas Charter, which have both passed it. Q. 10. What was the cause of the amalgamation not being completed 1 A. The cause of the amalgamation not being completed is the reluctance formerly alluded to of the capitalists, who were ex- pected to subscribe £300,000 in the Woodstock and Lake Erie liailway, and pay £30,000 : this reluctance has been caused by the introduction of the new through charter by Mr. Rankin, and in present circumstances the holders of the £760,000 stock, sub- scri!»'d in the Amherstburgh and St. Thomas Railway, on which £75,000 has been paid, feel that it would be imprudent to consum- mate the anuilgamation until they see Mr. Rankin's Bill thrown out, as it it passed they would find themselves not only deprived of the power of proceeding with the construction of the amalga- mated railways, but they would also find that the amalgamation 26 had effected nothing except amalgamating their large subscriptions and deposits now lying in the Bank with the large debts of the Woodstock and Lake Erie Railway. It is the opinion of the Shareholders of the Companies to be amalgamated, that if the new through charter were granted, no southern road could be built. Q. 11. Have the three Boards of Directors and the two Lines of Railway, passed resolutions to perfect the amalgamation in accordance with the inteution of their charters and the Act of last session authorizing the passage of By laws by the Municipalities ? A. The three Boards have passed resolutions and perfected the agreement under the provisions of the Act of last session, and the assent of the Municipalities has been obtained by the passage, by the ratepayers, of a necessary By-law in each Municipality. Q. 12. Upon what ground did Mr. Morrison, as the friend of the Zimmerman Estate, press the claim of Mr. Rankin to be carried out 1 A. Mr. Morrison pressed this simply out of respect to the late Mr. Zimmerman. Q. 13. Upon what conditions did Mr. Zimmerman's Estate de- cline taking a share in the contract ? A. I have already stated these conditions, viz : the re-payment of his actual outlay, the completion to the Suspension Bridge of the Southern Road, the construction of the rolling stock at the Niagara works at the usual prices, and the offer to carry out his agreement with Mr. Rankin, which was understood to be his only agreement in writing. Q. 14. Arc you acquainted with the localities of the present line of road between the Detroit and Niagara Rivers, and also with that proposed by the now Bill ? A. Yes; since 1830 1 have known thorn intimately. Q. 15. State the difference of length between them, assuming the former to pass through Otterville and Simcoe? A, The diffiTonce of length will occur only between St. Thomas ami Simcoe; the difference in that space would be from three to five miles. There are deep ravines on the straight line, and it is impossible to build a road on the Htruiufht line. The jliHereM'.'!' 37 between the straight line and a line by Otterville might be seven miles but the difference between any practicable route and the line by Otterville will not exceed four miles. Q. 16 How much of the Woodstock and Erie Road can be used m the through line proposed under the amalgamated charter^ A About seventeen miles, two-thirds of which is already graded and the bridges built. I may mention that the bridges are built along the whole thirty-nine miles from Woodstock to Port Dover and two-thirds of the whole graded. ' Monday, llth May, 1857. EXAMINATION OF MR. BUCHANAN CONTINUED. Q. 17. Is it true, as alleged in the petition of Mr. Keating and others that there was no prospect of a satisfactory adjustment of the difficulties alluded to therein, at the time of presenting that petition ?-^H5. Subsequent to Mr. Zimmerman's death there has been the same progress which would have been, had he lived, and probably more. This fact was so notorious, ]^aving been published in every news, paper m the country in consequence of a malicious cry having been got up, that in the progress of transactions subsequent to Mr /immerman's death his interest or estate has not been so well pro- tected as if he had been alive. To shew, therefore, that in giving out the contract, 1 had attended scrupulously to the Interests of Mr. Zimmerman's estate I have produced and published the following evidence of transac tions connected with the giving out of the contract. 'i^he Hrst document is a letter written by me to the represent*- tivos of George Wythcs, «nd Samuel Zimmerman, who jointly had gone Into an agreement which was produced by Mr. Morrison at the first sitting of this committee, for n contract to build the whole line from the Detroit to the Niagara River. This agree- ment was dated in England, at Liverpool on the 26th September last. 98 With a view to the actually giving out of the Western half of this contract I wrote to the representatives of these contractors about a week after Mr. Zimmerman's death, as follows : Hamilton, 21st March, 1857. To J. C. Street, Esq., representing Geo. Wythes, Esq., of Reigate, England, and Miles 0''Reilly, Esq., for himself and as repre- senting the late Samuel Zimmerman, Esquire. Gentlemen, — Mr. McLeod is here and has repeated the former assertion of the Amherstburgh Board of the Amherstburgh and St. Thomas Railway, that they are led to prevent me carrying out my brother's agreement with Messrs. Wythes and Zimmerman only by the in- dications given by Mr. Zimmerman, of his not being prepared to abide by the charters as to the Western termmi. He offers on behalf of that Board to re-enact the By-Law to secure my property in the Railway, and, with my consent, to give a contract securing the road to go to Amherstburgh, this seeming to be the best, if not the only way to satisfy all parties. In pre>.ent circumstances, you seem the proper parties to assume the contract, afterwards to be transferred to, or held for, the parties who are to carry out the agreement aforesaid, to secure my outlay and responsibility for the Railway. By now taking this contract, you have it in your power to receive for them the substance of that which my brother undertook to put into their hands. I, therefore, now call on you to take the contract offered, and if you do not do so, with you must remain the responsibility of re- fusing this practical fulfilment on my brother's part of the agree- ment aforesaid. I am. Gentlemen, Yours, respectfully, ISAAC BUCHANAN. To this letter I received the foUowhig reply : 89 Hamilton, C. W., 27th March, 1857. Isaac Buchanan, Esq., Hamilton, C. W. Dbar Sir, — We have to acknowledge your letter of 21st inst., and to express ourselves prepared to take a contract from the Aniherstburah and St. Thomas Railway Company, for the purposes therein contained and having especial reference to the fulfilment of your brother's agreement of 26th September last, with Messrs. Geo. Wythes and Samuel Zimmerman; we, therefore, now give you this letter to shew the understanding on which you assent to the Board of Di rectors oftheAmherstburgh and St. Thomas liailway Company giving us the contract about to be gone into. We are, dear sir, Yours, respectfully, M. O'REILLY. JAMES C. STREET. Accompanying the foregoing letters I had also published, for the satisfaction of Parliament and the public, before this Bill was in- troduced by Mr. Rankin, a copy of the proceedings of the Board in giving out the contract, as follows : Resolution of the Amherstburgh and St. Thomas Railway Directors, at a meeting held at Amherstburgh, on the 28th March last. It was moved by J. W. Ridsdale, seconded by Theodore .). Park, and carried unanimously : ^ That the Company do now enter into a contract for the construc- tion of the road witii [Messrs. J. C. Street and M. O'Reilly, the former representing George Wythes, Es(|., and the latter repre- senting himself and the trustees of the late Samuel Zimmerman said contract being fur the sum of eleven hundj-ed and twenty-live' thousand pounds, and that th(> President be authori/ed tr. sign the same and attach to it the seal of the Comj)aMy. I may mention that a similar ci^ntract was being prepared in Hamilton, for the eastern iialt of the line, to be given out by the 30 Woodstock and Lake Erie Railway and Harbour Company, when I received a telegraph from Mr. Morrison, mentioning that adverse proceedings to our charters w^cre likely to be commenced in Par- liament. These proceedings, as embodied in the present Bill before this Committee, have also been the cause, as I before ex- plained, of the amalgamation not being completed «d the work not being advanced. Q. 18. Were you a party to the suit in Chancery between the rival Boards of Directors 1—Ans. No. Q. 19. Do you know whether or not the suit referred to has been settled or compromised, and if so, how, when and where?— A71S. I know that the Board of the Amherstburgh and St. Thomas Railway, at its meeting on the day when the amalgation act was consented to between the Amherstburgh and St. Thomas Railway as represented both by Mr. Rankin's and Mr. McLeod's Board' with the Woodstock and Lake Erie Railway, the proceedings all were based on the understanding tliat ihat Chancery suit was with- drawn, but otherwise I have no moans, as being no party to the suit, to know whether or not instructions have been ^iven to the solicitors on both sides to that effect. Q. 20. Do you know the petitioners for the Bill in question or any and which of them i-Ans. I know J. W. Keating, but not the <:)thers. Q. 21. Are they in a position to comply with the requirements of the proposed Bill 1-Ans. Certainly not, as fiir as I know of. Q. 22. Do you know any other matter or thing which is mate- rial to the question under consideration f~A. In thinking over the questu.ns which I answered on Saturday, I feel anxious to explain that, though the share of .€5,000 of the 2i per cent, premium on the Capital Stock, which was prr.posed to be divided among the ongnml promoter^ ot the railway, was the only thing that 1 ever ottered to IVfr. Rankin : that I consented also, on behalf of the Great A\ estern Railway, that we should re-open an arbritration, as ilosired by him, in the former decision of which he thought great injustice had been done him. and I thought some little injustice mpany, when ? that adverse enced in Par- present Bill s I before ex- nd the work between the ferred to has id where? — . St. Thomas tion act was las Railway, Pod's Board, 'ceedings all lit was with- party to the given to the question, or ing, but not -'quireinents know of. ch is mate- ng over the 3 to explain reriiium on among the that 1 evei' ii.'ilf of the •itration, as 'Ught great le injustice 31 might have been done him. I shonlr? nic^ ■ u made thee acting (or the Gre t w"!: Zl '"""°'' ""*' to leave Mr. Rankin in the Vo^l^T^Z^ZT "" ..ccord,„g to his own ideas of right and wrong ' ™' ''''" ties pretending to ^^ £:1:^^:^Z^TZ^ 7- the^County had much in his power in this w.^ '"" '°' tw r: St ,ri: z t^- «- «- -"■"■•■■ u> l>e the eanse of that gentl^ ^'a i.^r^e^r K^'^ e i.auKin a snare of the contract or £-2''"ll lor less than the single track of ,|,e (Jrca, West™ '""l»-''.v ""»■ -orts, by sonto thousand pounds 32 This was the cause of our anxiety to see the lines united, and we intended to satisfy the public that no monopoly would be caus- ed by arranging in the amalgamation agreement that any monies earned over ten per cent, should first be laid out on permanent structures and station buildings, and afterwards applied to the re- duction of fares. We believed that the Southern line could carry passengers and freight direct from the Detroit to the Niagara Rivers for one-half of that the Great Western could carry it. The expense of each train on the Great Western Railway is 6s. currency per mile, which is more than the average revenue of lines in England. And as an engine on the light grades of the Southern line could draw double the weight that it could on the heavy grades of the Great Western Railway, the cost to the Railway would not be more than one-half, even if the fact that a double track carries more than double a single track were not considered — It is calculated that it will carry four times as much. CROSS-EXAMINATION. [By Mr. Powell,] The Counsel in support of the Bill. Q. 1. In wliat Bank did the notices emanating from the Provi- sional Directors of the Amherstburgh and St, Thomas Company rec|uire the deposit money in the Stock to be paid ; and were the terms of such notices complied with by board representing the Zimmerman interest 1 — A. In the Bank of Upper Canada, Before the Amherstburgh Board there was no evidence of any except Mr. ]McBeth, I believe the Zimmerman money was deposited in the Zinmiernian Bank, I only know this by hearsay. Q. 2. Without reference to outlay connected with dishonored pfiper or other collateral expenses, how much actual and legitimate cash expenditiire has been made by you on account of the Am- herstburgh and St. Thomas Road, or the Woodstock and Erie Road respectively, and if any, what actual cash have you outlaid on ac- count of the expenses alluded to in the first part of this question '? iriited, and Id be caus- ny monies permanent i to the re- jngers and 3r one-half way is 6s. ue of lines line could des of the Id not be ek carries the Provi- Company i were the anting the a. Before my except posited in lishonored h'gitimate f the Am- Erie Road laid on ac- question ? 83 -Ans. 1 have had nothing to do with dishonored paper and have not paid anything as expenses thereon, nor am I bound to pay any expenses thereon ; the actual cash outlayed by me was stated m my evidence on Saturday in detail, except the sum of £3 000 which, I believe, will be about half for the one Company and half for the other, and consists chiefly of cost of preliminary sui^eys, expenses in England, and other preliminary charges Q. 3 Has any part of the money placed by you in the Bank of Upper Canada, to the credit of the Amherstburgh and St. Thomas Railway Company, been chequed out, and by whom, or does the whole amount deposited still remain in the Bank, subject to the order of the Company, or to any ordevl^Ans. The money placed be me in the Bank of Upper Canada, remains untouched in that Bank. On the completion of the contract of the 28th March to Mr. Wythes and others, a check for it was given to them, viz.':— £50,000, it being the arrangement under that contract that this and all monies raised in England should lie in the Bank of Upper Cana- da, at the credit of an account to be called " the Trustees of the Contractors and Company of the Amherstburgh and St. Thomas Railway," these Trustees being named to be Peter Buchanan and myself as Trustees for the Company, and Thomas G. Ridout and George Wythes, as Trustees for the contractors, two residmg in England and two in this Province. Q. 4. Who signed the cheek spoken of by you in your last answer ?—Jns. The check spoken of was signed at Amherstburgh, on 28th March, by John McLeod, the President, by order of, and in the presence of, the Board of Directors after the contract of Mr. Wythes and others had been sealed. Q. 5. Was the Chancery suit still going on when the cheque was signed, and would the Bank have honored the cheque while it was known that the Chancery suit was going on? — Ans. Mr. O'Reilly, the Solicitor of Mr. Zininierniaii, from whom the in- struction to commence the Chancery suit had issued, had some days before written to Toronto to stop the Chancery suit, and we understood on the 28th March that it was stopped. The proof of 34 this being our understanding, is that it was upon this distinct un- derstanding that Mr. McLeod and his Board proceeded in giving out the contract. After returning from Amherstburgh to Hamil- ton, I heard that in consequence of the "cry " that the Zimmerman estate had not got fair play, it was doubtful to what extent Mr. O'Reiley's orders had been acted on in the matter of the Chancery suit. I have no knowledge of the Bank having an injunction put upon the money. I believe there was no injunction in this suit. The latter part of the question being repeated, witness answered : " I cannot tell." Q. 6. By w^hose authority did Mr. O'Reilly write to Toronto to have the Chancery suit stopped ? Ans. I am unaware. Q. 1. Have you any and what knowledge of the facts con- nected with the Wallace subscription ? Who instigated Wallace to subscribe % Had Mr. Merritt anything to do with the matter ? — State all you know in relation thereto, — Ans. J suppesed that the subscription was quite undoubted up to the period when IVIr. Wallace and I were in England. I had previously been told thai imputations against it had appeared in some newspapers in Canada, but placed no weight on such reports. The best proof that I con- sidered it good, is that I paid £50,000 on it as the first instalment, trusting that Mr. Wallace would afterwards transfer the stock to me, which he did, and this is the stock transfer for .£500,000 Stock w'ith £50,000 paid, (which is shown to the committee.) Upon tho 18th of September, in London, I heard repeated the imputations as to the goodness of the subscription, and 1 immediately called on Mr. Wallace, who at once agreed to proceed to the Mansion House and verify his subscription for £500,000 before the Lord Mayor; proof of this from the Lord Mayor's office [ beg now t" hand into the Committee. It is as follows : To all to whom these presents may come, 1, David SaloiniMis, Lord Mayor of the City of liondon, in pm-suance of an Act of Parliament, made and passed in the fifth year of the Reign of his late Majesty King George the Second, intituled, " An Act for tlic " more easy rocovery of debts in His Majesty's plantations and listinct un- i in giving to Hamil- immerinan Bxtent Mr. J Chancery motion put his suit, answered : Toronto to tacts con- d Wallaco le matter ? pesed that when Mr. 11 told that in Canada, that I con- nstalnient, le stock to ,000 Stock Upon thf riputations tely called e Mansion ! the Lord >eg now to Sal omens, an Act of 'ign of" Ills ^ct for the ations and 35 "colonies in America," and also in pursuance of an Act passed m the sixth year of the Reign of his late Majesty King Wfch Fourth, intituled "An Act to repeal an Uof the If pr s ' htion of oaths and affirmations taken and made in various depar' maits of the State, and to substitute declarations in lieu thlf and for the more entire suppression of voluntary and extra judiial oaths and affidavits and to make other provisions for theaboMn of unnecessary oaths," do hereby certify that on theday ofthedlte hereof, personally came and appeared before me, Willii Wallace named m the declaration hereunto annexed, being a person well' known and worthy of good credit, and who did before me solemnly and sincerely declare to be true the several matters and things mentioned and contained in the said annexed Declaration : in faith eal ot the office of Mayoralty of the said City of London, to be hereunto put and affi.xed, Dated in London the eighteenth day of September, in the year ot our Lord one thousand eight hundred and fifty-six. REYNAL. I, William Wallace, of Fort Erie, Canada West, Civil Engineer at present in the City of London, do solemnly and sincerely de- .•hire that sometime in May last 1 was employed by certain gentle- men at Amherstburgh and St. Thomas Railway, and on going to Amherstburgh and seeing the propriety of sufficient stock being subscribed to comply with the terms of the then existing charter, did .n the month of May last past, subscribe in my own name the mm of five hundred thousand pounds in the Stock Book of the (.ompany opened by the Provisional Directors of the Commis- sioners named in the Act of Incoporation, and that I subscribed ms sum for the purpose of organizing the Company, because there would be no object in subscribing a less sum, and I make this solemn declaration, conscientiously believing the same to be true, and by virtue of the provisions of an Act made and passed 36 in the sixth year of the Reign of His Majesty King William the Fourth, intituled, " An Act to repeal an Act of the present Ses- sion of Parliament," intituled, an Act for the more effectual aboli- tion of oaths and affirmations taken and made in various Depart- ments of the State, and to substitute declarations in lieu thereof, and for the more entire suppression of voluntary and extra judicial oaths and affidavits, and to make other provisions for the abolition of unnecessary oaths. WILLIAM WALLACE. Declared at the Mansion House, in the City of London, this eighteenth day of September, 1856, before me, D. SALOMENS, Mayor. That same afternoon Mr. Wallace admitted to me that the sub- scription had been originally in pencil, and my fears were for the first time aroused in case this should be considered as not a sub- scription in the eye of the law. It was Mr. Merritt who first came to me on the subject of Mr. Wallace's stock, so that he then view- ed it as a legal subscription for £500,000. Q. 8. Was the deposit of £50,000 paid into the Bank by Wal- lace, or by whom and from whom did Wallace get the money to do so if paid in by him ? Ans. Tlie £50,000 was paid into the Bank of Upper Canada by me, in the name of William Wallace, and the same was lent to William Wallace on the security of John McLeod and Theodore Park, that William Wallace would make the necessary transfer to me of the stock on which this was paid as an instalment. Q. 9. Did you know Wallace by report or otherwiso, before or immediately after his subscription to the Stock, and if so, did you consider his circumstances such as to warrant a bona-Jide subscrip- tion to the amount of £500,000. Ans. I had known Wallace for many years, though not intimately. I believed him to be an honest and truthful man, and various people to whom I referred 37 illiam the esent Ses- tual aboli- is Depart- 5U thereof, ra judicial J abolition LACE. iidon, this ENS, Mayor. it the sub- ire for the not a sub- first came then view- k by Wal- money to id into the 1 Wallace, security of lace would ih this was ), before or D, did you ? subscrip- Vallace for to be an I referred assured me that this was his character. I suppose that Mr. Wal- lace would have had as little ability to pay the ^£500,000 as the petitioners for this Bill would have to construct the Amherstburgh and St. Thomas Railway ! I knew that Mr. Wallace enjoyed the confidence of prominent people in Buffalo, among others, Mr. Patchin, th% Banker, and owner of the Buftalo and New York City Railway. I understood that this Road, formerly called the Attica Road, had been commenced in exactly the same way, by Mr. Wal- lace having subscribed for the whole stock, in which the chief citizens of Buflflilo afterwards carried him through. I felt satisfied that Mr. Wallace made the subscription of £500,000 bona-Jide. but I feared that my money might be endangered, through its being de- cided to have been done in pencil, and afterwards in ink. Tuesday I2th Mmj, 1857. CROSS-EXAMINATION OF ISAAC BUCHANAN, ESQ. CONTINUED. Q. 10. Did you pay Wallace £50,000 or any and what sum, as a consideration for his transfer of the Stock in the Amherst])urgh and St. Thomas Stock to you ? Ans. I paid into the Bank of Upper Canada by Mr. Wallace's orders, and in his name, £50,000, to the credit of the Amherstburgh and St. Thomas Railway, and it was understood that he should ^ecei^•e a premium on the Stock which he was to transfer to the Great Western Railway, of £5,000, pay- able in paid up Shares on the Southern road being completed. It was an object to retain the co-operation of Mr. Wallace, and the other original promoters of the Southern line, until it was finished. Q. 11. Did you take proceedings in chancery against the Amherstburgh and St. Thomas Board, of which McLeod was Pre- sident, and if so for what purpose, and did you state in course of such suit that Wallace had acknowledged to you in England that the Stock in the Amherstburgh and St. Thomas Road had not been taken by him according to law ? — Atis. 1 took proceedings hi chancery against the Amherstburgh and St. Thomas Board, of 38 which Mr. McLeod was President. The cause of that suit was the attempted repeal of a By-law of that hoard, called By-law A, which I got passed as an amendment of an original contract with the members of the Board before I agreed to their appointment. — The agreement is as follows: It is agreed between Tlieodore J. Park, John jVlcLeod, and others who may hereafter sigi^^this agree- ment, I'epresenting an original Stock, taken by such persons, in the Amherstburgh and St. Thomas TJailway Companies, of the one part, and Isaac Buchanan of the other part. hi consideration < »f Shares in the Amherstburgh and St. Tliomas Railway Company subscribed for by and in the name of William Wallace, amounting to five hundred thousand pounds, being assign- »h1 by the said William Wallace, to the said Isaac Buchanan, ho the said Isaac Buchanan agrees to use the power which the assign- ment of the said Shares shall vest in him, to secure a terminus of the said Railway at Amherstbiu'gh, as well as Windsor, and will nuike an understanding with the parties to v/hom he shall transfer such Shares, that they shall carry the said road to Amherstburgh ; and it is further agreed between all the parties signing, and who shall sign their agreement, that the said Isaac Buchanan advancing or lending to su})scribers the Stock of the said Cojvipany, the means of paying the deposit thereof, to entitle them to vote ; every co- operation will be afforded by such persons, m satisfying the capi- talists whom Mr. Buchanan expects to interest in the immediate construction of the Amherstburgh and St. Thomas Railway, ('specially that the Directors Mho shall be appointed at the first election vi' Directors of the said Company, upon the votes given in respect of such Stock, siiall, from time to time, when reiiuired, retire from the Board of Directors, to nuike room for other gen- tlemen in England, or elsewhere, who may be wished by the ShareholdtM's to be procured by Mr. Buchanan, to be Directors in the said Company. Signed at Windsor, ITMh — Ans. Yes, and that no contract should lie entered into VNithout my consent. Q. V). (.'an you produce any evidence to show that Mr.W>the,s authorized any person, since Mr. Zimmerman's death to enter into or take action upon any contract <»n his l>eliall ? — Ati.t. Mr. Wythes, after receiving in li:nglan.l from his agent. Mr. J. C. Street, of Hamilton, a eo})y of the contract made at Ainherstburgh a fort- night after Mr. Zimmerman's (h'ath, or on 2Hth March, wrote to said agent that he woidd accept that eo!itraet. Mv. Street was to have been here this morning to prove this, l)ut I have just received from him from llumilton the fbllowhig telegraph : 40 Toronto, 12th May, 1857. By telegraph from Hamilton. To Isaac Buchanan^ BmselVs Hotel. Throat and chest so affected that 1 cannot '^^'^^ '^''^^'^^^^^ Q 14. In what capacity did Mr. Henry DeBlaquiere stand to the Woodstock and Eric Road or Company, and did yon ever give or promise to give him £25,000 or any other smn for the purpose of Ling np the control of the direction of saui Road.-J... h Julv iast^l did not know Mr. H. De Blaquiere even by s^ght. and 1 .;s not aware that he was a Director of the W ood.tock and Lake Erie Eaiiwav, which I afterwards found to be the case. , I „,ver had any ^communication with Mr. Henry De maqmere about the 2^ per cent, on £1,000,000, which, on behalf of he Great Western Railway, I had agreed to give to those holduig the shares of the Woodstock or Lake Erie Railway, or the power to subscribe these shares to the extent of £1,000.000. I aesire.1 the control of the Railway, for the bona fide purpose of enabling the (4reat Western Railway to subscribe this £1,000,- 000 or the whole stock. , n- i . „«f tVw. The parties from whom I got the control oflered to get the Directors to allocate to any one Ibr the (ireat Western Railway, the whole stock of £1,000,000, but this would have reqinred me to nav an additional £100,000 as the f.r.t instalment, and theref-Ans. N:::;.y the whole work done was done^ by Mr. Znn.ncr.an on contracts of the Woodstock .vnd '-^e ^ne Uadw. j^^^ ^^^ On the Amherstburgh and St. lliomas uuiinmi) m f^ o„Wb c., lke„rornudly,and a R..soh,tion passedby the l).ect.„-s "fimh rstburKh on mh March, after the oontr,„.t to Me..r. Strttt'Ecmv was signed, authormn, Mr. Street at once ... 'r;:ed to sound for hi, gravel pits, a knowledge o, whose pot- ion is required to guide the Engineer ..n the Imc. Mr Street's progress was interrupted by the ,,roceedu,gs olM,, Mr.otrew i ^ ,,„,., Bill now before the Committ.... Rankin, in brmgmn torwarti 43 Mr. Rankin's step, it was known, would destroy all confidence in England, and render it impossible to build the road. Considerable outlay has been made by Mr. Zimmerman and others, in preliminary surveys and other preliminary expenses con- nected with the extensions, East and West of the Woodstock and Lake Erie Charter, but I am not aware of any actual work having been done on them. Mr. Street was prepared to break ground on them the moment the £300,000 was subscribed, and the £30,000 instalment paid thereon, which has been delayed by the introduction of the Bill now before the Committee. Q. 17. Did Mr. Radclifleor any other person in Canada, acting with you in this matter, draw upon the Great Western Railway Company for any money to be applied in this transaction ? If any, how much? And for what purpose? And was such paper hon- ored, and if not, wliy not'l—Ans. Mr. Radclifle, the Vice-Presi- dent of the Great Western Railway, stated to the Bank of Upper (Canada, that although the Great Western Railway could not legally guarantee the Bank's loan to me to be used Cov the purpose of the Great Western Railway in securing for the Shareholders thereof, tlie oftLr of the Stock for the Southern Line, he would take care to work the Railway's account with the Bank of Upper Canada, in such a way, (by leaving a similar sum at credit of the Railway in the Bank,) as that the Bank should not have any incon- venience in thus going into the views of the Great Western Railway through advancing to me £50,000. He promised to transfer from England to Canada such an amount, as that the Railway's balance in the Bank would be £50,000 more, than it otherwise would have been, until the Bank was relieved of the advance! to me of that amount. Mr. Brydges, the Managing Director, who was the only Dircc lor dissenting from the policy of the Great Western accpiiring the South»'rn line, wrote to England misrepresenting this transaction and by this means bills for £40,000 sterling, which the Company .Jrew 'at the time, were dishonoured in London, as supposed to be connected with this arrangement; and other bills also, to a greater 44 amount than £50,000 currency, were also dishonoured, upon a false suspicion of having been drawn for moneys to invest in the Southern line. We were led to adopt this plan from having seen its successful operation some years ago in a similar arrangement between the Government and the Great Western Railway. At the period alluded to it was of infinite importance for Canada in England that the Great Western Railway should be finished and shewn to be a profitable investment. Mr. Hincks said that the Government could not legally guaran- tee the Bank of Upper Canada for a loan to the Great Western Railway, but that he would feel justified, looking to the interests of the Province, to agree that Government deposits should remain with the Bank of Upper Canada to enable that Bank, without inconvenience to 'ts commercial customers, to lend the Great Western Railway the money to complete that road, which the Bank of Upper Canada did. Q. 18. Has the stock, or any part of the stock, under the Charter to extend the line of the Woodstock and Lake Erie Com- pany, as now existing, been taken 1 if so, when were the books opened and the stock subscribed? — Ans. Th( stock books for the stock to build the extensions of the Wooditock and Lake Erie Company were ordered to be opened at a meeting of the Board, held on 24th ult., and the Secretary has forwarded books to all the different towns specified in the Act. ' liave not, however, heard of any stock being taken. I believe that no stock has been taken as yet, in consequence of the introduction by Mr. Rankin of the Bill now before the Com- mittee. 3^