IMAGE EVALUATION TEST TARGET (MT-3) 4^ 1.0 1.1 Ui|21 IM 122 lit w u |4£ 2.0 — 6" *-i Sdmces Corporatton ^^i-^ <^ 23 WIST MAM STMIT WnSTIR,N.Y. 14Sm ( 71* ) •72-4503 v\ . ^^ CIHM/ICMH Microfiche Series. CIHIVI/iCIVIH Collection de microfiches. Canadian inatituta for Historical IMIcroraproductions / institut Canadian da microraproductiona hiatoriquaa Technical and Bibliographic Notaa/Notas tachniquaa at bibliographiquaa Tha Inatituta haa attamptad to obtain tha baat original copy avaiiabia for filming. Faaturaa of thia copy which may ba bibliographically uniqua, which may altar any of tha imagaa in tha raproduction. or which may aignificantly changa tha uaual mathod of filming, ara chackad balow. D D D D D D Colourad covara/ Couvartura da coulaur |~~| Covara damagad/ Couvartura andommagaa Covara raatorad and/or laminatad/ Couvartura raataur^a at/ou palliculAa I I Covar titia miaaing/ La titra da couvartura manqua I I Colourad mapa/ Cartesi giographiquas an coulaur Colourad ink (i.a. othar than blua or black)/ Encra da coulaur (i.a. autra qua blaua ou noira) □ Colourad plataa and/or iliuatrationa/ Planchaa et/ou iliuatrationa an coulaur D Bound with othar matarial/ Rali6 avac d'autraa documanta Tight binding may cauaa ahadowa or diatortion along intarior margin/ La re liura sarrie paut cauaar da I'ombra ou da la diatortion la long da la marga intAriaura Blank laavaa addad during reatoration may appaar within tha taxt. Whanavar poaaibia, thaaa hava baan omittad from filming/ 11 aa paut qua cartainaa pagaa blanchaa ajouttea lora d'una raatauration apparaiaaant dana la taxta, mala, loraqua cala Atait poaaibia. caa pagaa n'ont paa 6t6 fiimtea. Additional commantt:/ Commantalras suppltmantairaa.- Tha toti L'Inatitut a microfilm* la maillaur axamplaira qu'il lui a AtA poaaibia da aa procurar. Laa dAtaila da cat axamplaira qui aont paut-Atra uniquaa du point da vua bibliographiqua, qui pauvant modifiar una imaga raproduita, ou qui pauvant axigar una modification dana la mAthoda normala da filmaga aont indiquAa ci-daaaoua. n n n n n D D Colourad pagaa/ Pagaa da coulaur Pagaa damagad/ Pagaa andommagAaa Pagaa raatorad and/or laminatad/ Pagaa raataurtea at/ou palliculAaa Pagaa diacolourad. atainad or foxad/ Pagaa dicolortes. tachatiaa ou piquAaa Pagaa datachad/ Pagaa d^tach^as Showthrough/ Tranaparanca Quality of print variaa/ Qualiti inAgala da I'impraaaion Includaa aupplamantary mntarial/ Comprand du material aupplAmantaira Only adition avaiiabia/ Saula Adition diaponibia Pagaa wholly or partially obacurad by arrata alipa, tiaauaa, ate, hava baan rafilmad to anaura tha baat poaaibia imaga/ Laa pagaa totalamant ou partiallamant obacurciaa par un fauillat d'arrata, una palura, ate, ont M filmAaa A nouvaau da fa^on A obtanir la maillaura imaga poaaibia. Tha poa oft film Ori| bag tha aior oth( firal aior oril Tha aha TIN whi Mai diff ant^ bag righ reqi mat Thia itam is filmad at tha reduction ratio chackad balow/ Ca document ast fllmA au taux da reduction indiquA ci-daaaoua. 10X 14X 18X 22X 26X 30X V 12X 16X 20X a4x 28X 32X Th« copy fllmMi hmrm hat been r«produc«d thanks to tha o«naroalty of: Library of tha Public Archivas of Canada L'axamplaira filmA fut raproduit grica A la OAnAroait* da: La bibliothAqua da« Archivas publiquaa du Canada Tha imagaa appaaring hara ara tha baat quality poaslbia considaring tha condition and laglbility of tha original copy and in kaaping with tha filming contract apaclflcations. Las imagas suhrantaa ont 4t4 raproduitas avac la plus grand soin. compta tanu da la condition at da la nattat* da l'axamplaira film*, at an conformity avac las conditions du contrat da filmaga. Original copias in printad papar covara ara filmad baginning with tha front covar and anding on tha last paga with a printad or illustratad impras- sion, or tha back covar whan appropriata. All othar original copiaa ara filmad baginning on tha first paga with a printad or Illustratad impras- sion. and anding on tha laat paga with a printad or illustratad Impraaaion. Tha last racordad frama on aach microficha shall contain tha symbol — ^- (moaning "CON- TINUED"), or tha aymbol Y (moaning "END"), whichavar appliaa. Laa axamplairas orlginaux dont la couvartura an papiar aat ImprimAa sont fiimAs •n commandant par la pramiar plat at an tarminant soit par la darnlAra paga qui comporta una amprainta d'imprassion ou d'lllustration, soit par la sacond plat, salon la cas. Tous las autras axamplairas orlginaux sont filmis an commandant par la pramlAra paga qui comporta una amprainta d'impraaslon ou d'illustration at an tarminant par la darnlAra paga qui comporta una talla amprainta. Un das symbolas suivants apparattra sur la darniira imaga da chaqua microficha, salon la cas: la symbols -^ signifia "A SUIVRE", la symbols Y signifis "FIN". Maps, platas, charts, ate, may ba filmad at diffarant raduction ratios. Thosa too larga to ba antlraly includad in ona axposura ara filmad baginning in tha uppar iaft hand cornar, laft to right and top to bottom, as many framas as requirad. Tha following diagrams illustrata tha mathod: Las cartas, planchas. tablaaux, ate, pauvant Atra filmfo A das taux da rAduction diff Arants. Lorsqua la document ast trap grand pour Atra raproduit an un saul clichA, II ast fiimA A partir da I'angia supAriaur gaucha, da gaucha A droita, at da haut an bas, an pranant la nombra d'imagas nAcassaira. Las diagrammas suivants lllustrant la mAthoda. 1 2 3 32X 1 2 3 4 5 6 MR. I'RlNCirs BILL TO REPEAL T H E C H A 11 1' E R S C|e pagara anb fttroit libfrs latUuag. MK. BLAKE'S SPEECH nEFORE THE SELECT COMMITTEE OF THE LEGISLATIVK COUNCIL. TORONTO: PrIXTED at THl! LEADER AND PATRIOT StEAM-PRESS, LeADER BHIDINOS. 1859. NIAGARA AND DETROIT RIVERS' RAILWAY COMMITTEE. MB. BLAKE'S STATEMENT. tlMik lit toronto L«ui«r, April 18.] The spMch delirered yetterdfty, by Mr. Blaki, \Mtbtt the Niagin uid Detriot Ri?en Rulrmid OdmoilttM, #0 pronoanced by seTeral persons who listtMd to it, the best speech they erer hctrd deli- vet«d in (bis ooantry. Immediately slier its deliv- ry Mr. BtAti wss complimented upon his effort by more thui one member of the Committeo. The speoeh, Which will be found In ftill elswhere, speaks for itself. The Oouttlttee en Oot^ Pridiee's Bill fai respect to this RsiHray, met egein on Tueiday, Hon. J. Rom in the chair. Iff. I^An rote and addreiMd the Omnmlttee for a conpleofhoom. He said:— I appear, in this ease, la> Btmeted by the NiM^ara and Detroit RiTerf Railway Company, of which Mr. Mercer is the President. On behalf of that Company I appear to protest ag^nst the axtraertlnaiy Bill now brought under the oonsideimtioa of yonr IkonoraUe Oomnlittee. the gentlemen of the Mereer-Boaid arO present also ; and I appear as represent* iag them fai another capadty. The first capacity in which the/ Appear is that of represenUtites of the Company, and the othO tepadtf tt that of the nndiipnted and indispntaUe Stockholders of the Company. As their rMeseatatiTe in both those capacities, I am iamneted to oAr the warmest opposition to the bill. I was not present when Mr. Foley a^eared before TOO, fiUr, the other day, and spoke in defb&e* of the Mil. Bat I hare a report of his speech on that oecasion which I ondeistand is perfectly comet. On that occasion, I understand, Mr. Foley with praise- wmrthy pndenee, did not allude to those occasions hi which theLegiilatara would be justified in interlining with private Tested rights. I would deske now. Sir, briery to advert to the general principles on Which alone such interference could be justified. It must, Sir, be a Teiy serious and pressing necesiaty indeed which can induce any Legidature to. interfere m the slightest degree with the vested righta of private individuals— to interfere with a dahn capable of adjudication by the properly constitnled tribunals of the land. Under any circum- staness such an interporition must be an evil, tending as it does, hi the flitt place to shake the cmifidence of the community in the eiBciency of those tribunal, by rend- eriac Oeir acts UaUe to be over-ridden by the acU of the Legislatore. And, hi the second pl*oe, such hiter. position must be an evil because it tends to deterio- rate the security of these very acts which tho Legislature intended to confirm. Such iatertVr- ence must necessarily go to show that wtint ParUament thought itrclf authorised to do, it might consider itself autborieed to undo. That great recurity pioperly lielonBiog to anActof Parliament would beereai \y reduced and immensely Impaired, should the Legislature, without the amplest consideration and the most pressing necessity, attempt to interfere with vested rights by Aets of Parliament. Therefore, sir, I submit that when the promoters of this bill came before you and asked for an Act by which they might finally enst us from any position which' we might possibly cUim under the Acts of Parliament under which the united companies hare heretofore been regulated: when they came before vou in a case of this kind, with the fhli knowledge that wn were engaged hi tiie prosecution of an appeal to the properly constituted tribunals of the country in mainte- nance 6f our rights ; knowing that we asked no inter- ference of the Legislature, nor favor from the Crown or Parliament ; knowhig, too, that all we asked was simple justice— When, Sir, the promoters of the bill came be- fore you und<» these circumstances, they should have made out a very strong case indeed to induce the com- mittee to Usten even for a single moment to any appli- cation they might make. And before snuh an applica- tion should be consented to, it should come in the guise of some great public necessity, which would sanction the otrerridinc of private rights for the public good. Tliere should dso concur the clearest case of m-where pri- vate rights ought to be overridden for the public good, and where the case itself is one of the clearest possible raorsl justice — I admit the LegisUture might interfere. But I deny that any such case has been shown by the promoters of the present measure. First of aD, I would call attention to the case as made out by Mr. Foley. Condensed in a few words, it may be stated as foHows : The McBeth Board, he says, was legally elected, at St. Thomas, by an enormous msjority of votes. That Board is the legal Board. That Board berides being dejur* is also defaeto the Board of Direc- tors. It has the confidence of the community. It has prosecuted the works, is all that is prafaieworthy, and has b^ a contract to the lowest contractor on the best Sdourity. Now, assumfaig ail that to be true, what I ask, esn snch a Board, under such favorable eiroum- StiBiDM^ posribly Tsnt in the Legldature f Undmr what y^ pretence do thev noroo hero to uk you that the elootlon ofthe MacBeth'noard shall be declarcil jjaod, right, proper and legal, when it jh ro already 1 Under what Kubterfuge do the y prcdiime to ooiBo hero to unVftont what they call our paltry clalnwby an actofParllartieiitr I Rubmit, Sir, that assuming everything ho han ftated to be proved, then lio hnn, In legal langnngo, virtually proved fcim»elf out of Oourt. Jle ha« proved iho coa. L-urrenco of a legal tight with actual cojoymnnt. 1 cMe' o( necessity, or hardship on the community must be made out. In the present case the parties enjoy every- thing they could possibly enjoy, supposing the bill proved. I Bubniil that Mr. Foley has showed no case of necessity hcie. They have all they want. We are sunk so low as to be wholly insignifleant. Therefore I Hubmit thal,being ncodIcs8,thi8 bill musk fhlL Be«i(|ei» W Mettiog a precedent for needless interference with prIraM rights the efFect of the passage of the bill would bo most ii\jurious. But, taking the other side of the question, as- suming that that Board was not properly eleoti'd ; that wo are in fact the proper Board, and then the effect of such a measure as the present becomes still worse. What was needless becomes positively unjust. For by the bill it was not sought to confirm what was just, valid and legal ; but to confirm what was wrong, Illegal and in- valid, to confirm oppression and injustice. On either horn of the dilemma the promoters ot this measure must find themselves impaled. Either the bin is needless or it is unjust. There is I may mention ano- ther general principle, applicable to such a measure, which I was happy to see noticed in the speechwith which the pro- moters of the bill opened their case. It is the principle that the applicants should come before the Legislature only with the clearest possible cose of moral justice; that tbey should come for relief with clean hands. That U a principle well recognised in a court of equity ; and how- ever applicable there, ia still more applicable to the Le- gislature in a case of this kind, and is, indeed, a prin- ciple which should in no case be overlooked. That prin- ciple was recognised by Mr. Foley in his speech, when he challenged the fullest possible investigation into the proceedings of the Macbeth Board, with reference to the Morton contract. We accept that chal- lenge. And now, to come to the facta as stated in the evidence of Mr. Smart, and set forth In the share lists with which the Committee have been furnished ; for these, I may add, are the sources from whence we derive our information at present. At the election of the Mac- beth board, in St. Thomas, the number of shares of the original Woodstock and Lake Erie Railway Company, voted on was 12,069, — 12,000 of which shares were what is called the Rae stock. Of the original stock of the Amhentburg and St. Thomas Rdlway Company, there wore some 20,000 shares voted on; of which 19,810 are stated by the share list, but not at present admitted by myself, to have been Wallace stock. It therefore appears that there were, according to the share- list, polled of the Amherstburg and St. Thomas Com- pany shares, 220 shares other than Wallace stock, and ot the latter 1910. Of the Woodstock and Lake Erie Com- pany's stock, 69 were old stock, and 12,000 belonged to the Rae stock. Therefore, the total number of votes on the original stock, as stated by the share lists, was 289. Of the other stock, that of Rae and Wallace, there were 31,810 shares voted on. Now I do not know that on this occasion it is necessary for me to go into any particulars respecting the Wallace stock. It is matter of pnblio notoriety. I may however state in a few words, that that stock was subscribed by a foreigner named Wallace; a man without, I believe, any means. The entry of the subscription was made in pencil,and the deposit itself was not paid at t hat time,nor fbr many months aflerwarda . This stock was assigned to Mr. Isaac Buchanan, as ho savM, in truat for the chareholders of the Great Weat«rn Railway. Mr. iiuchanaa farther says he never madoaay unconditional deposit on this stock to the credit of the Company. II it he made a sort of deposit, of £A0,000, which was transferred to the credit of the Amherstbum and St. Tboiuns^ Company ; the Company having, how- ever, prcyi(|hsi1f paHaea a retolqtioa that ;iio portion of this sum should be expended br them ^ifhout the con- sent of Mr. Buchanan. At this period there waa not in the coflVrs of the Company more than £1,000 in addition to this stock. Having subsequently learned that the Company were Ko'mg to violate their resolution in refer- ence to this stock, Mr. Buchanan filed a bill and obtained an injunction in Chancery to prevent flieit disbarsing any portion of this money without his cunsjnt. It therefore appeared that he had renlly a right to the control and dl bursement of this £50,000. Subsequently, however, this eum was paid out to Mr Buchanan by a cheque signed by the Preaident of the Company, and the amount waa by the Bank authori- ties transferred back to the credit of Mr. Buchanan. These are tlio main, material circumstances connected with this alleged tlepos|tof £50,000,and when it waa given and withdrawn, lliere was not more than £1,000 beaidea to the credit of the Company. It is at all event8,clear that there never was any subscription of 10 per cent, on the atook, as bad been alleged.. But assuming Uiere had been aneh a subscription, then that identical depoalt waa^paid back to Mr. Buchanan in express contravention of the act of incorporation. That same 10 per cent, waa paid oat to him ; nothing hoa been since paid in. And therefore at the time of the election at St. Thomas there waa not a single siicpence paid in on the Wallcxo ato >k. Mr. FoLET. — What was the name of the Preaident who gave the cheque ? Waa it not Mr. Rankin ? Ml. Blaxk~So, it waa not. Turn now to the Bae atook. Aa appears by the ahare liats — and I hope tho committee wUi remember, that I have been derlTug my evidenoe only from the atatementa of the aupporters of the preaent bill — as appears by the ahare liat Aimiabed by the Sv*oretary, Mr. Rae's stock waa aubacribed in the books of thi Woodstock and Lake Erie Company, on the 18th of April, 1858. In what position waa that company then? Toe deed of amalgamation, be it remem- bered, waa dated in Febraary, 1858. By that deed the Woodatook and the Lake Erie, and the Amherstburg and St. Thomas Company, were amalgamated into one, luder the title of the Great South-Westera Railway. The amalgamation under the deed was to take effect in March, 1868. That deed of amalgamation in all tilings not inconsistent with the act, became oomfirmed by the act incorporating the present company. The Great South- Western Company was thus legally iooorporated, ao nilly drawn— ptotMm that all lubMriptleiM ahall b« null and «oid on whioh dcpoaita of 10 par cent had not been paid to Mr. Smart, or into aome ohartarad hanic or agency tharaof, onor bafbretha ISth Ootobar, 1858— the very daj on whioh the oertiflcate of the bank at Quebeo waa H\ren. 8arelj, Sir, in the faoe of «uoh eridenoe aa that, I should be tallj warranted— without another aorap of eridenoe— at dnee in aasamingthat until that period, at all eventa, no deposit which would be reeognlxed oy thia ooinmtttea had been paid. The Ohaiuur — That proTision may harn referred to the orRaniiation on the other side. Mr. Blan— We norer claimed and do not intend to claim any righta under the stock of which one farthing has been snbsoribod since the day of election. The Orabmax remarked that the certificate put in bore date the 0th Nor., not the 16th Oct. as had been sUted. Mr. Blaxb— That makes our case still stronger ; for it is thereby erident that in asserting the certificate to be dated the 16th Oct, Mr. Smart must have been thinking of the statement made in the bill. As to the certificate it is worth nothing. Here it is : " QucBic, 5th Nov. "Iherebr certifjr that Jas. Morton has deposited |120,- 000 with this bank on account of the Niagara and De- troit RiTers Railway, which amount is held by the Que- bec Bank subject to his cheque." That certaiolv was a curious deposit, as belonging to a Company. Abd when we found Mr. Smart telling us of this transaction so triumphantly, we may assume that if this is weak and conditional, the certificate from the Hank of Upper Ginada is still worse. From the certi- ticate I hare road, it is quite clear that the next day, or even the next hour after its receipt. Mr. Morton might have checked out this deposit. Tnere is another point to which I would advert. It cannot be said that the Hoard acting with Mr. Macbeth have been very scrupu- lous as to the nature of their transactions. Mr. Smart formed us that having some scruples about Mr. Morton's certificate firom the Bank of Upper Canada, produced in the election, he presented it to some ofiBcial. Now on the absence of any certificate I say we may fairly assume the worst, — that the Rae stock never was really subscrib- ed for, nor a proper deposit ever made in respect of it. As to the Wallace and Rae stock, then, those votes must be struck off— as having been polled illegally and improperly with the full knowledge of tho directors. They come here, on the assumption Uiat these votes are good, to state that by 32,089 votes the Macbeth Board was elected. And taking the share list as mv text, I will point out the circumstances under which their stock stands. Out of 32,089 votes, there are, I find, 31,810 bad votes. That is to say that of every 1,000 votes given for the Macbeth Board, 991 were bad ones I They had only 9 good votes in every 1,000 ! And these are the circumstances under which they come here seeking re- lief from the House. But even that is not Uie worst. Those nine votes in every 1,000 can foe considerably re- duced. And here I must again revert to the old Wood- stock and Lake Erie and Amherstburgh and St. Thomas Stock, voted on. First of all, wit'u reference to the Woodstock and Lake Erie Company's ; Stock, I ob- served that some degree of indignation was manifest- ed by Mr. Smart, the other d^, when questioned as to his evidence in the Court of Chancery. But my object in asking him the question was merely to save the time of the committee, and prevent the necessity of recalling Mr. Smart. As Gonntel I am instmcted to state the evi- dence given was to this effect. Tho original ^hnrea Mub- acribeU by the Woodstock and Lidce Erie L'uui)miiy wliicli are tlio shares in which CO votes were |io1U-il Uy tlie Mac- belli Board, and on which an enorniuus majority of it^ Directors were qualified — these shares were 110 in number, representing so many liundrcd (loilurs.— These shares were subscriiwd by 11 gcntli-inoii. One of those gentlemen fortunately happened to have liH which he duly paid in, receiving baciv a certificate of deposit, on tho expn-ss iinderstaml- ing and with tlio express agreement that the Secre- tary of the Company, W. L. Smart, should (as inclecd, he subsequently did) immediately lend this £,i'i to oiu; of the other eleven. This gentleman arcordingly pnid in the £25 and received his certiflcati> of deposit. Where- upon the Secretary lent the £25 tu the rest in rotation. (Laughter.) And thus out of one miserable £25 the II o shares were paid. That was tlie onlysubscrii'tion paiil in on the old Woodstock and Lake Erie Company's Stock. And therefore I take the liberty of striking oil' from tlie 33,089 votes, 69 other votes of the WoodAtock and Lake Brie original stock. Now, with reference to the Am- herstburg and St. Thomas Company's old stock. Uf that stock the share list states that 220 shares were voted on. Thirty of these shares were voted on by Mr. Macbeth, and against these I have notliing to say. The remainder of the stock was voted on by Mr. Jas. Mortou andoonsifltedof lOOshurca. I would first of all point out to the Committee with respect to 00 of tho shares i hut it is not Amhcrstburg and St. Thomas Company old stock at all ; but part of the Wallace stock. Before tho deed of amalgamation had been perfected Mr. Morton Srooured from certain original subscribers of tho Am- erstburg and St. Thomas Company 160 shares of old stock. Shortly afterwards, Mr. Mortou being the holder of these 160 shares and 20,000 shares of the Wallace stock — with respect to which, it may be remarked thero are no marks in the stock book to distinguish that Bto stock, if they think " you have ceased to have anything to do with tho Com- " pany, I wish you would transfer your stock to mc, and " I hereby promise to '-^transfer an equal amount of " stock to you, as so ^n as their transfeia have been ob- "tained, in order thai you may have aH the powen and "rights of A 8tool(hold«r hefor« the new Board ia " elected. " I remain, my dear Bir, " Voum rery truly, •' JAMES MORTON." To Artuuk UiMKiM, E«i., Sword'a Ilotel, Toronto. I alto produce the oortiflcato of deposit: — Dank or UrriR Oirada Aoinct, ) CiiATHAW, 1 2th of July, 18SA. f (XKM) currency.) This ctirllfiea that Arthur Rankin, E^., baa thia day dcpoeited the sum of one hundred jpouuda ourrencT to the credit of the Amheratburg and St. Thomas Railway Company, payable to thoir order without the prodnotion of thia ccrtilicatc. M. WEIR, TeUer. MoLeod and Parke did aaalgn their stock. But Mr. Morton never returned the 40 shares. He still holds them and is, in the eyes of an> reasonable roan merely a fraudulent trustee for Mr. Rankin. On these 40 shares HO obtained and retained by Mr. Morton he presumed to vote at the election at St. Thomas. It was hhi duty to have resigned then, or to have voted on them under Mr. Rankin's orders. Had he so done, these shares would have been polled for our Board. These 40 shares must therefore be deducted from the amount polled for the MacBcth Board. With the 90 shares mentioned by me before these 40 swell the total to 180. Now the total number, other than Wallace stock' claimed to be voted on by Mr. Morton was but 190 — from which if we deduct the 1 SO, we find 60 shares to be the only shares in which Mr Morton was properly qualified to vote. Mr. MaoBeth had 80 shares — so that out of the whole 32,089 diares claimed to be voted on by the MaoBeth Board, but 90 votes or less than 8 in 1000 were properly polled io favor of the Board, — more than 997 out of every 1000 votes were bad 1 But we will look at this case from another point of view — with reference to the amount of 8tock held by one individual. Ostensibly Mr. Morton held 19,900 shares of Wallace stock, and 90 shares of good stock. Clearly he held under his own control 12,- 1)00 shares ot Rae stock. This brings the amount of Htock held by Mr. Morton to 32,^^10 shares out of a total of 82,089. In other words he hi Id over 998 share! out of every 1000 voted on. The general public represented on this distinguished occasion by Mr. MaoBeth held two nhares or letis in every 1000. Looking at the case from an- other point of view,however — looking at the really good stock, I am forced to admit, that after all, Mr. Morton did not hold such an enormously disproportionate amount He only held twice as mnch as everyboidy else— and "every body^lse" meant Mr. McBeth, who held 30 shares while Mr. Morton held 60. The next position in which Mr. Morton appesrs is, that of a contractor for this railway. And I shall not, I think, be asking the committee to make any very strong or unwarrantable assumption, when I ask them to assume that M'*. Morton, in holding that number of votes, did in some measure control the election of directors. Mr. Morton, we find, qualified five of the directors out of the Woodstock and Lake Erie Company's Stock, and Mr. Macbeth two more, out the Amheratburg and St. Thomas Stock, on the inorniog of the election. When we see that these men, thus qualified and elected, witbiu a very short period df their election gave a contract to Mr. Morton, I do not think I am making any very violent assumption iu say- ing that Mr. Morton exercised complete control over the affairs of the company represented by these men — that in fact they were merely his puppets. But I wUI go AwtfMT. lh«TabMaiMtrMU4tlMlthw*< libtntely pM-ariMigcd ud tv amtUi piia tkat Mr. Morton iboold have this ooatrMt— 4h*» il wm wtth that viaw tb«M nra got ioto oOk* ud htld eao«,M4 tkal U ia with that ehjeot they bring thn pnmbI Ml bntN* thahooae. I am inftraot«d to aaj Umm fheli will bn proved. It will eertainly bo a dUknltj anltor, Ibr tbny mnal bo proved o»l of the mouth ofonr ndvewrfao witneaaea most nnwUUng Bat IboN ia naolbor tlMMBt whioh goes far to abow that tbit pinn bad bona proeoa- carted, and that ia,— it baa bora e«rrio4 o«t ia ft manner ao utterly regardleaa of tbo ntoiwla ol the jmbllo and tbo OompftnT itaalf. Thii oMtnet, I am inatruoted, baa boan grren to Mr. MoHoa ot ft prion of $8,000,000 In eiof Is of tbo fttfonnt toBdortd ibr by othor eontraoton— but atill I am tutruetad (o inj they will be proved — ho ia to have that moeboxtiftprail. In hia addreaa I aeo Mr. Folay baft not attoaptod to doay that the contract baa been let to Mr. Morton at a bighor price than that at whioh the othera eontraoton tendered. And the reason atatad by tbo pro- moters of the bill for giving tbo eontraet of Mr. Morton under such oircumataneea is abond on the face of it It wu given, they aaj, btoaoao the other parties tendering offered no aaonrity. Tboy ab- stahi fVom Informing us, however, whether Mr. Morton gave any aaonrity. Tbey abatain, too, from iaTormiag your oommitteo that this waa altogotbor an ratra pfo- caution In casea of a railway eontraet Tbo nnlvonal plan adopted is that the oontraot afaodd bo Btriagwt and baaed on the aeovrity of monthly eatimataa and • large drawback. And, I would uk, on what prinelplo oonld aeenrity be given r SuppoM Meaara. Diokaoaand Street to have become auretiea, what aeourity oonld tboj have givm equal to $15,000,000, tbo prioo of the road? Bat I am inatmetod that tbo ■aeority given by Mr. Morton beara an extraordinary and aoipi- oioos reaombhuioo to his certiflcato of £80,000— and I have boon even told that it conaiatod aolely of dtafli on Mr. Morton's eonrignee for whiakey in MontreoL Mr. FoLBT— That ia like the reat of tbo atory. Mr. Blau— Such, I am instructed, ia tboftet I do not know that it waa even a certiflcato flrom a bonk. We have seen how auch certifioates oan bo Aamod in a rery satisfhotory manner in favor of depositora. Bat I am willing to assume it to have been a banlc oertifloato, and that instead of being for £80,000 it wu for £800,000. Mr. FoLKT— It was neither the one nor the other. Mr. Blaki— I suppoae it waa much leaa tban either ; and unleaa Mr. Foley oontradiota it, I ahall oontinno to suppoae ao. Mr. FoLiT— Nor was it either a bank eerUfloato or a draft Mr. Blakk— I say, auppoaing such to have lieea tbo case, they should have demonstrated tbait all thoy did waa proper and correct; but they abatalned fW>m doing .so. Supporing, however, his security amonnted to £800,000, then we find them to have given thoeontraot- ors a bonus of £750,000, for a security of £800,000. These explaaations, ' continued the learned coonael, I have entered into, because Mr. Foley ohallenged tbo fullest and freest investicatioh. Mr. FOLKT — Tes t and I still do so. Mr. Blakx— Wecan pick more holes in tbo oontraot « but shall wait for the evidence. Now aaanming Mr. Mor- ton's profit at the enormous sum stated, ia not tbhi another evidence showing the extreme control Mr. Morton had over this company? Certainly it is a small item compared with holding 998 ahaiea out of every 1000, but still it ii deserving of consideMtion. In respeet to anotber oater> ^ eertUloatoor a pilM, ■!?,— tte giMlMt b ih« P-rrb u— tba om ortr which 70a Mworthiljrprailded— wabaT* hcvdremulu wllk rMM«t to th« tart* tataiMt the eontracton wet* wld to h«y*Md ia tho itook— •moauting to one ilith or on* *iChth tt tb* whol* ; and that ha* b**n r*pr*b«nt«d aa d*tria*ntal to tb* latoieila of th* coapanjr. But corn- par* that iatataat with th* iatmvit of the •ontraclor in thia caaa. Ooatpara oa* lizth of the itock to 998 out of vnrj 1000 ihar**. I* it poaaibl* in lueh a oa«* that th* aflUn of th* road can b* condnotcd properly T Oau th* coatraetor b* k*pt within boandi— or can any rcatrict- iona b* pUeed on a man holdinc 998 ibares out of eT*r7 1000 T To HUB up mjr ofaaerratTont on thli bead I would uk thaooouaitt** wh*ntb*y ■•* th*M men, coming b*re with an Impudant bbrieation on their lips, h to th* num- b*r of ibarat on which they qualified— declaring that th*N iharea aombored 33,089, when 90 wai the whole nambai^^eoB^g h*r* to d*lud* thia committee *nd th* Hooa* Into th* b*lief that all their statementa were mad* in good fUth— aooking to pais a bill which must inatit- aMj conflrm Morton in hit contract and position as die- tator of tha company— in foot, as th* company itself— whan they ••• tb*s« men coming here with such unclean hands, I aakrour honorable committee at once to say.they will not Umcn pitch and b* defiled. I thinlc it would be * highly Imprudent and improper act for any man or set of m*n to JustUV by th* weight of their prirat* influence such dealiogs aa these. Bat when tb*y com* to ask you, sitting here in the position of Judges, to report the facts to the highest tribunal in th* ProTinc*— wh*n thev ask you in that ca- pacity to authorise their scliemes of corrup- tion and plunder— I do think we should hardly be called on to make any very stiong case against them. Now, th* position in which the gentlemen and Company I r*pres*nt, stand, ia this. Certain clauses in the amal- gamation act were passed by which prorisions were in- serted diflbring from those in the deed. Amohg these, on*authorls«a th* directors to open stock books for the Company and to pass by-laws, by which the deposits might be of any amount not exceeding 10 per cent, on th* stock subscribed. There are certain other clauses in th* act, which, to my mind, clearly point out that a discretion waa given to th* directors to uomluate the ex- act amount of subscription, and that such sum should be the total amount of subscription required to constitute a stockholder to Tote at th* uection of directots. Acting on this law, a majority of the members of the Board m*Btioned in the amalgamation deed, took th* adTiea of Counsel aa to th* construction of the a*t. Und*r th* adric* of eminent counsel, Messrs. Beclea k Strong, these directors held a mceticg in the interral between the passing of tko art and the time appointed for tha election of dirft'iri!). A by-law was passed by which stock buoks were opened and two millions of stock subscribed— the share- holdera paying in theh: subscription to the Treasurer, un- conditionally and in the proper way. At the meeting But the election of our as well on the grotmd stock subscribed, as exclusive |of that stock, vrmg in addition to the for the election of directors in StI Thomas, howeTef there waa some concision, dhrecton waa proceeded with, of the £3,000,000 of en th* fliet of our having, a mi^oritj of good votes— d 3,000.000 shares, 100 shares of good Amherstburg and St. Thomas Company stock. The Macbeth Board, it will b* rem*mb*r*d, had but 90 good votes, whereas, besides tb*3,000,OoOshare8 the Mercer Board had 100 snares of good stock which were voted on at that meeting. They bad, thus, on that footing 10 votes more than the Macbeth Board. Beyond that, I would submit to the committee that of tb* 60 shares vot*d on by Mr. Morton, the 40 be- longing to Mr. Bankio, who, as will be proved, was anious aad willing to vota on thes* shares la (hvor of tb* gentlMnan h* elected should b« rvrorded In our fkvor. And irrespectire of thes* 40 ihares it will b* r*niemlMred, we had a majority ot 10 ibaren un th«- Mercer Board, and all its directors had ftilly p«i the required depueit. Uf tlie Mactwth Hoard, we find live qualified br Mr. Morton anJ too by .Vr. .Macbeth on the morning of the election ; und as I understand it ten of th* members of this Board were qualified onlr u holdera of this extraordinary Woodstock and Luke hrie stock- having but th* small qnalificaUou to which 1 have referred to hold th* position of directors in that Board. Witii reference to the act of Par- liament under which the new stock was subiicribcd, I do not conceive I am called here to argue the legal question aa to the construction of the act. I would merely say that the steps of the Mercer Board were taken under the Aot and with the advico of Counsel, and by those steps th*y were ready to abide. We are willing to diacuaa tha legal questions before the properly constituted tribu- nals of the country — but we must one* for all decline to argue them before gentlemen who are not judges and with opponents who are not counsel at the bar. Assuming for a moment however that we had construed the Act wrongly, I beg to point out an important diiferenco in our conduct under our construction from that of the Macbeth Board under their construction. We came to vote profess- ing no other title than we could legally claim under our by>laws, and under tho Acta of Parliament. We did not come with 12,000 votes stuck into the stock book of a Company, months after it had been blotted from the face of the earth ; and with 20,000 other votes which were notoriously illegal. But we came in with a legal title. Wc did not come, prafessing to have paid 10 per cent., ia some bogus, conditional manner. Nor did we aa directors pre- sume to sit and vote and propose ourselves for election on stock on which the required 10 per cent, deposit had not been paid,— aa thia Macbeth Board did. We did not presume to vote on bogus or fictitious stock. Our capital was legally paid up, also, and we actually repre- sented a far larger amount of paid up capital than the Macbeth party — and on that ground wo claim the consideration of the committee. Now with reference to the prooeedings in Chancery, Mr. Foley, we admit, states that by taking these proceedings, that the other Board was defacto the Board. But we did not (or a mo- ment admit such a thing. Wo merely said that in assuming to advertise for tenders and conduct tho undertaking generally, — they assumed a false position — were embarrassing tho affairs of the Company, and ef- fectually prevenwig our proceedings aa the lawful guardians of tlfe Company. The Chairman enquired what parties had been served. Mr. Foley had stated that but one or two were served. Mr. Blake — Not being the Solicitor I am unable to say. But I may state that it was not necessary that any other person than Mr. Macbeth should have been served. Mr. Macbeth had filed a demurrer to the bill and the com- mittee will find that thia very demurrer raiaes the queation as to tiie validity of the stock and the rights of the par- ties, and that demurrer was act down by ua to be argued. The CiiAiHMAN— When ? Mr. Blakb— I cannot aUte exactly. But it waa im- mediately after Mr. MacBeth put in tho demurer. The Chairhak- Haa the demurer been argued? Mr. Blakc— It was forthwith set down to be argued. But on the first day some diSBcuIty arose aa to the par- ties on the opposite aide attending. Subaequently under the conatruction of the Court of Chancery aome of the Judge* were obliged to be absent on circuit for a con- siderable period. In the first pUce, however, the Christ- mas vaoation intervened, and but a short period elapsed b«l«em Iht tn^ of thtt TiMlloa mJ Ike Mtiad I li« j iidgM w«rt obliged to (O on oireuit, which prevMlad ihfl ()rtwiinoa of « full Kench. Now wo thall bo ablo to prove tliat Mr. MtrooK, who had tha chief cooduot of lb« uaiu', WM M III from the beKioninK oi January till after thojudf(<-s li:i(i goD(< on cirouU, that in thai iotonral. he w«H utterly unable to atteud to bnilaeai. Thif will account for any delay which mar have taken place. DeiidcK I may mention that it ti the unireraal praotic* o* gentlrmoa of thu profeition, when eDRaged on any important cane of thU liind, to defer Itcren fa ' monthi, till a full bench could he obuinad, and the fact ia that rhoro huK not on any oocaalon been a full booch Hinuo the vacation. ' Beyond thif, by the praotlo* of the Conrt, eitlier party could have forced on the argu- ment at any time, and oonacqiiently the delay wu aa much the fault of the promotora aa of th Mcrocr Board. The learned counsel eonoluded IiIh very able and learned addreaa, by lubmit- ting that thoy were entitled to the moat fall and ample investlRatinn before the oommltter, whtih ifthey rooelvod, he would, he was instructed, bo able in tha main to tubstantlate all his allegationa. Hr. FoLxr hoped the learned oounsol was ready to proceed with the evidence at onoe. Mr. Blakk said he was ready, but felt rather exhausted to proceed with the examination Just then. Mr. FoLKr said that after such extraordinary and un« founded statement» by counsel it would be only right to •n putiaa thftl • pronpl ud Imaai h H iBTMUgMkn abMld lako plaoa. Tha Ohaismah thooghl It was doI ■■raaaawabh tkat tba oonmittaa ah«uld a^Joan tU Mil day. m Ikay kmi baan aittlog aoma two hoara alraadv. ParMM aotnaal would state what wt t aaaaaaha lataadad to aaUt Mr. Blaki aald It woald ba naeaaMrr to «aU Mr. Ridont, Mr. Ohriatia. Mr. lUaklD, Mr. f*lav, Mr. Ma- Bath, Mr. Walkar Powell, Mr. Upanotlaa, lb. Barwlak, Mr. Ugbt, Mr. Morton and Mr. llBotL ItVaa than arraogad that Mr. Bliott abmi|d ba Irot axamlnad tha followuig day. Mr. W. L. 8«AiT, aaalnc tba Rapertan bwy taUag notaa, roaa to daay moat dlatiM bariag oror baan oonoaraad In tha tranaaotlon raapaok . 4M, aa had baen allaged by eounsaL Mr. Blaki aoknowladgad that ho had boan alalakan. Mr. Light, and not Mr. Smart, wu Ba w lary at tha po- rted alTudad to. Mr. FoLiT aald it wu a aingular fltet that notwUh* atanding all tha tranaaotlona of tha Woodrtook and Li^o Kria Company, thoaa rery gantlaman, fai whoaa bahalf Mr. BUka wu aotlng u oonnaal, had nrmad a ooniiae- tioB with tha partiea balongbg to that Company, and under that oonneotion tha amalgamation haa baen en- tered Into. Hence, If any partiea had baan aotlng Im- properly, they were those on whOaa behalf tha learned oonnsei appeared. The oommittae soon afterwards atUonmad till eleven o'clook to-day. f i I* tavMUfMlM th** PotImum •oobmI OMUt ■17 to wU Mr. r«Wy, Mr. M«- n, Mr. ItanrM, I ibMid b* Int tanbwr taking ring VTwr bMo tW, MhadlMsii bMn ■totakra. r«(«7 at tht |M- «t thkt notwkh* dtloflk ud L«k« In whOM b«h«lf brmad a oonnte- , OomMiny, ud m hkobcen en- bMn Mting Im- half tbe learnrd inrned till eleffln