M Y COMMISSIONS.
NEW'YORK:
LATTIMER BROS, & SEYMOUR, PRINTERS, 21 NASSAU STREET,
1 860.








WIIEN the New York and Erie Railroad was finished to Dunkirk, though traversing the entire southern tier of counties of
this State, waking the echoes of that sequestered region to the
scream of the locomotive and the thunder of its ponderous train,
the great idea which originated its construction was by no
means fully developed. The West, with its increasing abundance and its millions of people, lay away beyond this terminus.
True, its connections reached through Ohio and the States of
the West, but those connections were attended with great inconveniences, and were made at points which failed to develope
all the capabilities of this great artery of trade and travel. The
gauge of the Erie was broad-that of the roads with which it
was connected was narrow. Hence the necessity that not only
passengers should change cars, but that every pound of freight
should be transferred at Dunkirk, in order to reach a market
over the Eiie road. Besides these disadvantages, a glance at
the map will show that Dunkirk is out of the line of direct communication with the principal centres of travel of the West.
Cincinnati and St. Louis, the two chief points aimed at by the
construction of the New York and Erie Railroad, lie far south
of a line running from New York through Dunkirk; and while
it was deemed important to reach Lake Erie at that point, yet
that was regarded rather as an incident than as the main object




4
to be attained. The New York Central almost monopolized
the railway traffic directly west of Dunkirk, and Buffalo controlled, to a large extent, the traffic of the lake. To meet these
exigencies, the grand idea was to furnish, in almost a direct
line, a continuous track, on a broad gauge, from New York to
Cincinnati, and from thence to St. Louis. While the New York
and Erie was being constructed, a road on a broad gauge was
completed between the two latter cities, and the great thing
then to be accomplished was to push the New York and Erie,
with its broad gauge, forward to Cincinnati, thus enabling the
passenger who started from tha Hudson river to go through to
that city, or even to St. Louis, without the inconvenience of
change. The vessel, too, that drew up by the side of the railroad
dock, opposite New York, could discharge her cargo destined
to the West into a train that should carry it without change,
and without breaking bulk, to St. Louis, delivering it, as it was
received from the ship, into the store-houses there, or upon the
steamers that ply on the Idisisissippi. To carry out this grand
idea, the States of New York, Pennsylvania, and Ohio chartered the Atlantic and Great Western Railway Company, for
the purpose of constructing a road connecting with the Erie at
Little Valley, in this State, and terminating at Dayton, in Ohio.
Though included in three separate charters, and lying in part
in three different States, yet this is, in fact, one corporation, and
managed by a single direction. From Dayton to Cincinnati a
railway has already been constructed, on which a third rail was
about being laid, which would make the connection perfect.
The Atlantic and Great Western Railway Company had been
thus chartered. A company of wealthy gentlemen had taken the
contract to build and equip the road. They were to receive a
certain percentage of their pay in cash, and a certain other percentage in the mortgage bonds and certificates of paid up shares,
to be issued as the work progressed. Under this arrangement a




portion of the work had been done, when it was brought to a
sudden stop from the lack of funds to carry it on. This stoppage occurred about the latter part of the year 1856; a year which,
with the one that followed it, will long be remembered as the
most disastrous to railway enterprises that had ever occurred in
this country.  Railway shares had depreciated all over the
world, railway bonds had become a drug in every market, and
railway contractors were  suspending or becoming bankrupt
everywhere.
It was at this unfortunate juncture that my financial connection with the Atlantic and Great Western Railway commenced;
a connection which, while it resulted in the realization by the
company and the contractors of the means of completing their
road, has been a source of vast expense and infinite vexation to
me. I do not specially complain of this. I am seeking no
man's sympathy. I have seen enough of the world to know
thbat fortunes are not to be made without some trouble and much
vexation, and I am prepared to'encounter my share of these.
But I found that road bankrupt in money and in credit, utterly
unable to move one foot towards the completion of a work so
patriotically begun. I placed it upon a solid basis. It was my
energy and my agency that infused renewed vitality into it, and
I had a right to expect that when I had done all this I slotuid
be awarded and permitted to receive so muclh, at least, as had
been solemnly promised me by those whose fortunes I had saved
from wreck. VMy purpose now is to give to the stockholders of
the company, and all who feel an interest in the enterprise they
have undertaken, a history containing the simple truth as to
what I have done in relatian to their road, what 1 claim, and
demonstrating that I am, in equity and good faith, by every
principle of fair dealing and common honesty between man
and man, entitled to what I am compelled to seek through the
coercive instrumentalities of the Courts.




6
I said the contractors, Messrs. Henry Doolittle and A. C.
Morton, had agreed to finish and equip the road, and to receive
in part payment a large amount of the mortgage bonds of
the company and certificates of paid'up shares. The money
they were to receive, or, at all events, so far as the company
were able to pay it, had been expended; and they had as yet
no iron, and no part of the necessary equipments of the road,
and no means of purchasing them, save the bonds and stock of
the company. To enable them to go on to the completion of
their contract, they required thirty-one thousand tons of rails,
and a present amount nearly equal to a million of dollars in
money. Without these it was folly to think of going on at all.
To obtain these in this country was, in their position, utterly
out of the question. The iron was not here, or if it was, it was
beyond their ability to purchase it with the means at their command. The capital was not here, or what was eqally fatal to
them, confidence in railway securities had become so impaired,
and facilities for more profitable investments were so abundant,
as to render the borrowing of a million of money on railway
securities, among our own people, a simple impossibility. Hence
it became necessary that an agent should be employed to go
abroad, to endeavor, at least, to effect what it was impossible to
accomplish here. I was applied to as that agent. I had had
some experience in negotiations of this kind, and the result will
bear me out in saying that those who made the application had
a just appreciation of my capabilities in that respect. The
undertaking all conceded to be a doubtful one, and at best involving an outlay of much time and large expense. In view of
these facts, I hesitated to accept the position tendered me on
any terms. My own business required my attention; the sacrifice of time and money would be great, and without a promise of compensation, if successful, commensurate with the
chances of loss by failure, I refused to leave my business and




my home at all. But the company, as well as the contractors,
were in a dilemma. The former had expended all their corporate funds, and were unable, for the present, to procure more,
and the latter were absolutely compelled to suspend work from
lack of means to go on. They had not the experience, nor, I
may be permitted to say, the financial tact to carry a negotiation of such magnitude forward to a successful termination.
They were urgent in their appeals for my services, and lavish
in promises of compensation, and I consented to go abroad, but
I refused to enter into any positive agreement until I had visited
Europe and ascertained whether there was a hope of eventual
success, though the basis of an agreement was fixed upon in
case I should undertake the negotiation. I accordingly went
to Europe at my own expense. Soon after my arrival in London I was joined by the contractors, Messrs. Doolittle and iorton. Th!ey had ample powers from the company to do everything, to make any contract necessary to carry out the objects
of the negotiation, and effectuate the purchase of the iron, and
the loan of the money. Besides, they held, or would be entitled
to receive, the bonds and stock of the company to an amount
sufficient to carry out any reasonable contract they might make
in reference to those objects.
After some time spent in England, I entered into an agreement with ~Messrs. Doolittle & Morton, by which I undertook to
negotiate a loan for them of ~193,000 sterling, and also the purchase of 31,000 tons of rails. This loan and purchase of rails were
to be based mainly upon the security (as collateral) of the first
mortgage bonds of the company. This contract was a verbal
one, but was in substance the same as that which was subsequently reduced to writing, which will be mentioned in the
order of events, and which will be found in my appendix
marked " C."'If the compensation secured to me by that contract seems large, it will be remembered that I had left a pros



8
perous and successful business at home;-that I had undertaken
a work that might occupy years, and which actually did occupy
about two years of my time abroad;-that the bonds and stock
in which I was to be paid, hlad, as yet, no fixed or permanent
commercial value in the market. True, I regarded them as
valuable, but there were those who did not regard the stock or
the bonds of the road as of any positive or certain value. It
will be remembered, too, that I might, after all, wholly fail to
effect any loan of money or purcbase of iron, in which case my
time, my expenses, and all the vexation and mortification of
failure would be my own undivided loss. It was, therefore, a
mere matter of judgment on my part, a matter of uncertain
speculation whether I should be successful at all; and if so,
whether I should, ill fact, receive more than sufficient to compensate me for the hazards and positive losses I was sure to
encounter. Be all this as it may, the agreement was consummated, and I entered upon the task of loaning the money and
purchasing the iron.
I knew the labor that was before me, and I fortified myself
accordingly. I procured letters from the best and most distinguished men of the States, testifying to my respectability as a
citizen and a business man. Among those to whom I was thus
indebted are United States Senators, members of Congress,
Governors of States, and members of the National Cabinetsolne of whose letters will be found in my appendix. If they
were complimentary, I must be pardoned for saying that they
are also just. They said the truth of me then. They are true
of me still. The generous kindness of the writers was never
abused, either in Europe or this country, by me; and it will be
remembered with gratitude while I live. In order to facilitate
the business as far as possible, I associated with me a gentleman of higli social and financial position in London, one who
had access to commercial circles and capitalists of Europe, and




9
through whose aid I could gain a proper introduction in the
proper quarters.
Those who have experienced the difficulty of negotiating
loans among the capitalists of Europe on American securities,
other than United States or State stocks, will appreciate the
difficulties which were encountered in this case. 3Most of the
capitalists would not listen to us at all. Others heard us coldly
and read us in reply long homilies on the stringency of the
tines, the uncertainty of railrqad enterprises, and the doubtful
credit of American securities generally. Others again gave us
a patient audience, and encouraged our expectations; but days
and weeks, and months wore on, while we suffered the anxieties
of hope deferred, to be wholly disappointed at last. Thus we
labored from February until September, always busy with the
moneyed men of Europe, explaining the capabilities and prospects of our road, demonstrating its merits and the certainty of
the solid value of the securities we offered, before we found a
capitalist of sufficient courage to invest his money on the credit
of our representations and our bonds. On the 30th of September, A.D. 1857, we succeeded in perfecting a contract for a
loan of ~193,000 sterling, with Mr. Henry Gompertz, a gentleman of the city of London. This agreement (which will be
found in my appendix marked A) was certainly liberal in its
terms towards:Mr. Gompertz, and we call the reader's attention
to those terms, for they allowed him a very wide margin for
profits; but it was satisfactory to the other parties, and they
were content with its provisions. It will be seen, by a reference to the agreement, that the money was to be advanced by
instalments on the drafts of Messrs. Doolittle & Morton, drawn
upon and accepted by the banking house of Samuel Hallett &
Co, of which house I was the principal, secured by a deposit of
the first mortgage bonds to the amounts provided for by the
2




10
contract, with Benjamin Moran, Es1., of London, who was
appointed a trustee for that purpose.
Thus, after eight months of anxious and earnest negotiation,
an agreement for the required amount of money was consummated, and that part of my mission seemed to be accomplished.
~Mr. Gompertz, through hlis own means and his commercial
associations, was supposed to be abundantly able to carry out
his undertakings, and it now remained only to effect the purchase of the 31,000 tons of railskin order to complete the business that carried me to Europe and enable the Atlantic and
Great Western Railway Company to finish the enterprise upon
which it had entered.
Negotiations for that purpose were opened with various iron
lmanufacturers and iron merchants in England and on the continent, all of which ultimately failed. At length an arrangement
was effected with Mr. Itenry Gompertz, the salne gentleman
who had agreed to furnish the money, to furnish the iails also;
and on the 30th of October he entered into a contract to furnish
31,000 tons of rails, upon the terms and conditions stated
therein. This contract, too, was liberal in its terms towards
Mr. Gompertz, allowing him a liberal margin for profits. But,
like the other, it was satisfactory to the parties interested, and
we of course were content. By this agreeiyment, wlIich will be
found in the appendix marked B, it will be seen that the rails
were to be delivered by instalments on board of vessels at
Liverpool, and were to be paid for by drafts drawn by Messrs.
Doolittle & Morton, upon and accepted by Samuel Hallett &
Co., and secured by deposits with Benjamin Moran, Esq, the
same trustee named in the first contract, of first mortgage bonds
of the company, to the amount and in the manner specified in
the agreement.  [ repeat that the terms of this purchase were
certainly liberal towards Mr. Gompertz, affording a very broad
margin for profits. BUut MZessrs. Doolittle & MIorton regarded




their interests as largely subserved by the arrangement, and it
was for thelm and the company to ratify and confirm it. This
they did.
Up to this time the compensation which I was to receive for
effectuating the loan and purchasing the iron rested in parol, or
in correspondence passing between my employers and myself.
But affairs had now arrived at a crisis when the whole business
appeared to be on the eve of completion, and it was necessary
that our agreement should alsofbe reduced to writing and properly executed. Accordingly the contract, of which Exhibit C
is a copy, was duly entered into between AIMessrs. Doolittle &
Morton and myself.
It is proper, in reference to my compensation as provided for
in this contract, thlat I should remark here that whoever supposes negotiations of this magnitude can be eartied on in
Europe without a large outlay of money and a division to some
extent of commissions, makes a very grave mistake; and it is
b't simple justice to myself to say, that when the fact was
accomplished, that portion of my compensation to be ultimately
appropriated to myself had been greatly reduced,
I said I had associated with myself a gentleman of high
standing, socially and commercially, in the negotiations for obtaining the money and the iron, I allude to John Goddard,
Esquire, of London, who was actuary of the Rock Life Insurance Company, one of the richest institutions of London,
Although a cloud seems to have drifted between us, —how or
from what quarter I certainly cannot inmagine, —yet, I will do
him the justice to say that hle is one of the noblest and most
honorable men I have ever known —one who comes up, in
every respect, to the true standard of the English gentleman —
and that in the management of this affair, as well as in many
other respects, I am under obligations to him which I shall remember with gratitude always. To compensate him and his




i2
associates for his and their services, Messrs. Doolittle & AMorton
entered into an agreement with him, a copy of which will be
found in the appendix, markied D. Whether his compensation
as provided for in the agreement, is too much or too little, is a
matter in relation to which I have notlhing to say. It was
satisfactory to the parties, and being so, I have neither the
right nor the disposition to find fault.
These contracts having all been completed, the parties to
which seemed to be perfectly able and willing to perform their
covenants, the business appeared to be, in the main, closed, and
the principal mission which originally sent me to Europe accomplished. I had effectuated a loan of the requisite amount of
money, and a purchase of the iron necessary to complete the
road in a manner satisfactory to the parties in whose interest I
had been employed. They had adopted and entered into agreements which I had negotiated, thereby ratifying and confirming
my acts, and it remained only for me to accept the drafts of
Messrs. Doolittle & M~orton, as drawn, and my labors would be
completed. I had earned, and would be entitled to my commissions as they became due under the contract, and this would
have ended my connection with the financial affairs of the contractors and the Atlantic and Great Western R. R. Co.
Of the drafts provided for in the contract with ~M/r. Gompertz,
the amount of ~217,000, in the sums and payable in the manner
provided in the contracts (A and B), were drawn by Messrs.
Doolittle & Morton upon, and were accepted by Samuel Hallett
& Co., and which, with the requisite and corresponding amount
of bonds, were deposited with Benjamin Moran, Esq., the trustee, in pFart performance of the contract on their part. Notice
of such deposit was duly given by the trustee to Mr. Gompertz,
a copy of which notice will be found in the appendix, marked
F. By this deposit Messrs. Doolittle & Morton had done all
they were required to do until after Mr. Gompertz had entered




13
upon the performance of his part of the contracts, and thus the
whole matter seemed to be closed.
But the commercial revulsions of the fall and winter of 1857-8
threw financial matters all over the world into utter confusion.
Capitalists everywhere were toppling down, or were paralyzed
by the cliaos of the times;-banks suspended specie payments,
debts remained unpaid, and contracts were everywhere unfulfilled. In anticipation of the performance of the agreements by
Mr. Gompertz, the contractors, Messrs. Doolittle & Mi[orton, had
made arrangements which would be disastrous to them, in case
of his failure to keep his engagements. In view of these facts,
and of the uncertainty which hung around all commercial transactions, and to'secure, as far as human agencies could do so,
against any failure in the supply of money and iron, as provided
for in 3Mr. Gompertz' undertakings, a contract was entered into
on the 13tlh Nov. 1857, between M[essrs. Doolittle & 3M~orton, of
the one part, and John Goddard, Esq., and Samuel TIallett &
Co., of the other part, which will be found in the appendix,
marked E. It will be seen by the contract that we undertook
to guarantee performance on the part of Mr. Gompertz of the
covenants entered into by him to furnish the money and the
iron, according to the terms and upon the conditions of his
agreernents; —that if he failed, we were to step into his place,
do, or cause to be done, what he was to do, and be paid the
amount, including bonus and commissions that lie was to be
paid. For undertaking this guarantee, we were to be paid the
amount stipulated in the contract E. This, of course, involved
a necessity for my remaining in Europe. Neither M{r. Goddard
nor myself were able, from our own means, to perform all that
MIr. Gompertz had agreed to perform, in case of his failure; but
our position was such. that, with the additional commissions
allowed us, bad as the times were, that we could procure other
parties to step in and aid us in furnishing the funds and the iron




14
according to the terms of our undertaking. This the parties
understood, and I submit that the facts which transpired sub..
sequently demonstrate that they were not mistaken.
In the confidence that the business was now satisfactorily
arranged, and that the money and the iron would be forthcoming at the proper time, Messrs. Doolittle & Morton returned
to America to perfect their arrangements for resuming work on
their road early in the spring.
Thus matters stood until February, 1858. In the meantime,
the financial difficulties in America culminated in the ruin of
thousands of houses regarded as the strongest and firmest in the
country. ianks were driven to a suspension of specie payments; mercantile credit was for the time annihilated, and universal distrust pervaded alike city and country. Among the
things that suffered most were railway securities. Stocks ran
down and down till many classes disappeared into the abyss
that yawns beneath the financial cypher; others that had been
regarded as solid almost as gold, went down to 80, to 70, to 60,
with scarcely a hope of limit to their downward course. Railway bonds shared the common destiny. They, too, went down
and down till all faith in their solidarity appeared to be gone.
Stockholders, as they saw their investments vanishing away
beneath the pressure of the times, denounced every railway
scheme as a gigantic swindle;-bondholders execrated what
they were pleased to term the knavery of railway managernent,
till odium-infamy almost-as well as supposed worthlessness
in money value, attached alike to scrip and bonds.
The commercial storm swept across the Atlantic with a fury
almost as desolating as it had exhibited in this country. Mer,
cantile and manufacturing houses were swept down before it,
The Scotch banks exploded. Even the strongest American
banking house in London was compelled to borrow a million of
pounds sterling to avoid a necessity of suspension) and thus the




15
same financial chaos that ruled in this country prevailed to a
large extent there. There, too, as in this country, American rail-way securities, more than any other kind of property, felt the
disastrous influence of the times. The panic, in regard to commercial credit, was intensified a hundred fold in relation to them.
The press of England opened upon them. The London Times,
the paper having the largest circulation and mightiest influence
of any in Europe, whose approval is commercial life, and whose
censure is commercial death, thundered against them. The
smaller papers took up the cry, and echoed it, until it was regarded as almost an insult to offer a British capitalist a railway
bond at any price.
Such was the condition of things when, as the time of performance approached, it became evident that Mlvr. Gomlpertz
would not be able to perform  his agreements. In times like
those of thie winter of 1857-'58, scarcely an individual in
Europe could command of his own in actual cash for investment, a million of dollars, and there was small hope of borrowin g it upon individual credit until the times should mend, and
commercial confidence be restored. The fear of the failure of
Mir. G3mpertz to perform his contracts ripened into certainty
and it became evident that negotiations must be opened anew.
Tlhe reasons for such failure need not be discussed here  Who
was to blame, or whether blame should attach anywhere other
than to the disasters of the times, it is bootless to inquire. It
was bad enough to know that a year of vexation and anxiety
such as no amount of compensation would induce me again to
undergo, propitious as its close seemed to have been, was entirely lost. Still Mir. Goddard and myself had guaranteed that
the money and the iron to finish the Atlantic and Great Western Railway should be furnished, and it became our duty and
our highest interest to see that our covenants should not be
broken. We, of course, could not of ourselves furnish the




16
means to fulfil the contracts of MIr. Gompertz, nor was our personal credit equal to securing the requisite amount, but we had
a position which gave us access to capitalists, and characters
which entitled us to their respect. VWe had, moreover, under
our contract of guarantee a large bonus whic]h enabled us to
offer, thourgh at the sacrifice of our own interests, superior inducements to temrpt capitalists to come to our aid. Besides,
we had the benefit of the contracts with Mir. Gompertz, wlhich
were very advantageous. Their terms were most liberal, and
had he been able to have carried themn out, would have realized
a fortune with which most people would have been contented
fi'om the profits of them. These considerations, notwithstanding
the terrible nature of the times, gave us encouragement, and
wve entered upon our new negotiations for the money 8nd the
rails by no means without confidence in their results. We
were not disappointed.
Mir. Gompertz failed to perform his contracts, and notice was
served upon us, (Goddard & ttHallett,) a copy of which will
be found in the appendix, imarked F F, requiring us to go. on
and perform  our covenants, guaranteeing performance of the
conditions of the Gompertz contracts. We were thus required
to raise 2193,000 sterling in money, and to furnish 31,000 tons
of rails upon the same terms and conditions, and according to
the stipulations contained in those contracts. In other words, we
were to step into the place of ]Mr. Gompertz, do all that bIe was
to do, and receive all that he was to receive by way of payment, commissions. and bonus. We immediately set about the
accomplishment of the gigantic labor that was before us, and
that, too, at the very worst possible time for us. I visited Germany and France and otlier portions of the continent in pursuit
of capitalists with whom to negotiate a loan of the money, while
Mr. Goddard plied himself earnestly and industriously in England. I negotiated a loan of the Bank of Switzerland, the con



tract for which was duly executed, a copy of which will be
found in tile appendix, marked G. This contract, from causes
not necessary to be mentioned here, was subsequently, by mutnal consent, rescinded. I perfected an arrangement with the
Credit liobiler, of Paris, to furnish one-half of all the amount
necessary, and a contract to that effect was duly executed, a
copy of which will be found in the appendix, marked II. This,
too, was subsequently, by mutual consent, rescinded, for causes
wlhich need not be stated now. I refer to these facts only to
slhow t)e diligence with which I plied myself to the performance of our agreements.
On the 13th of February, 1858, we perfected a contract
with P. W. Kennard & Co., of London, for a loan of ~135,000
sterling. Tlhis contract was duly executed on that day, and
will be found in the appendix, marked I. Soon after, we
perfected a contract with Leon Lillo & Co., bankers, of Paris
and Salamanca, for the loan of ~200,000 sterling. A  copy
of this contract will be found in the appendix, marked J.
On the 23d day of April, 1858, we perfected a contract for the
purchase of 15,500 tons of rails with the Ebbu Vale Iron Company, which contract will be found in the appendix, marked
K. AndC on the same day we perfected a contract with Bailey
Brothers, of Liverpool, for the purchase of 15,500 tons of rails,
which contract will be found in the appendix, marked L. By
these two latter contracts it will be seen that we agreed for the
purchase of thirty-one thousand tons of rails, which was to be
paid for, half in money or bankers' bills, and half in the mortgage bonds of the company, at a rate stipulated therein. This
was a departure front the letter of the contracts with Mr. Gompertz, but it will be seen that by the two former agreements
(I and J) a sufficient amount of money was provided to pay for
the one-half of the rails, and leave a balance of ~193,000 sterling, and a small margin to cover interest. Besides, we had the
3




18
direct sanction and consent of M]essrs. Doolittle & Morton and
the company for such departure, and our contracts were subsequently ratified and adopted by them.
These four contracts being with parties abundantly able to
perform them, and being, moreover, on terms quite as favorable as those offered by MBr. Gompertz, the main part of our
labor was accomplished, and it remained only for those in
whose behalf we acted to approve and accept them in performance of our covenants, and my mission would be at an end.
Mlessrs. Doolittle & Morton were in America, and the persons
with whom we had contracted to furnish the money and the
iron required their sanction and approval, as also that of the
Atlantic and Great Western Railway Company, of the agreements we had made. I wrote to M!essrs. Doolittle & Morton,
inclosing them copies of the contracts, and requesting them to
come over to Europe for the purpose of ratifying and carrying
them  out; and also to bring some authorized agent of the
company, or be empowered anew themselves to act for the
company in approving and sanctioning them. A copy of this
letter will be found in the appendix, mnarked O. Thle reply of
Mr. Doolittle will be found in the appendix, marked P.
On the 26th day of May, 1858, Mr. Doolittle, who was now
the sole representative of the firm of Doolittle & MIorton, the
latter having retired fiom it, arrived in Europe. He was accompanied by C.)L. Ward, Esq., the President of the Atlantic
and Great Western Railway. On their arrival at Bremen they
telegraphed me at London to meet theim at Paris. I went to
Paris, accompanied by Thomas W. KIennard, Esq., one of the
firm of R. W. IKennard & Co., the firm with whom I had contracted for a loan of 135,000. ( Vide Appendix, I.) I met Messrs.
Doolittle & Ward at Paris, and there after personal consultation,
and after being made perfectly acquainted with our doings, they
fully ratified, approved, and adopted the contract made with




Leon Lillo & Co. (Vide Appendix.) They then accompanied
me to London and had an interview  with the iron masters,
M/[essrs. Bailey, Brothers & Co., and the Ebbu Vale Iron Company, the parties with whom I had contracted for the rails (see
Appendix, IK and L), and those contracts were fully ratified and
adopted by tlhem. They also ratified, confirmed, and adopted
the contract made with R. W. Kennard & Co. for the advance
of ~135,000. (T ide Appendix, I.)
The parties to these contracts were all responsible, -abundantly able to perform their undertakings. They had bound themselves to do all that Mr. Gompertz had covenanted to do, on
terms as favorable to the company and to Mlessrs. Doolittle &
Morton, as those contained in his contracts. The contracts made
by us (Goddard & Hallett) having been ratified, confirmed, and
adopted by those for whom we acted, and parties thus solvent
and satisfactory to our principals, accepted in our stead by them,
we, as a legal as well as a logical sequence, had performed our
agreement, and were discharged from its provisions. IHaving
performed our covenants to the satisfaction of our covenanters,
we were entitled to our pay.
Thus my mission of negotiating the means to complete the
Atlantic and Great Western Railway was a second time accomplished, and what was peculiarly satisfactory was the fact that
it now rested upon a basis believed to be solid, and which subsequent developments have proved it to be entirely so. These
contracts and modifications of them negotiated by me, and executed by me, are the only contracts under which the iron and
money for the construction have thus far been furnished, and
under which the money and the iron are now from time to time
farnished. This is the best evidence that they were satisfactory,
and surely no one will doubt that they have been sanctioned and
adopted. It is the highest proof of approval of my acts, and
had I failed (as I certainly have not) to preserve the written




20
record of approval of every step I took from the beginning of
these negotiations an equivalent, for such record would be found
here. It would, then, seem that it only remained for me to receive the compensation which my contracts gave me, and thus
terminate my connection with the affairs of the road. But the
amount of that compensation was large. It was to be paid in
installments in proportion to, and as the various amounts were
realized by the contractors of the road. I repeat, the amount
of my compensation was large (how large will appear by the
statement in my appendix), and now that my labors are completed, the difficulties having been removed out of the way of
the company, and the contractors, and every thing working
smoothly with them, the magnitude of the commissions and
compensations they had agreed to pay me seemed to appal them.
They had not the manhood to come square up to their agreemnents and pay my covenanted amounts, nor had they the hardihood to deny their agreements and shirk payment altogether.'They forgot that I had neglected my business at home almost to
its absolute ruin: they forgot that I had taken up my residence
abroad, in their service, for two years: they forgot that I had
expended, by way of counsel fees, travelling expenses, sub-coinmissions and agencies, more than $50,000 in money, and that I
had never received one dollar fromn them. All these considerations they forgot or overlooked in contemplating what they
were pleased to term the enormous amount of my compensation.
Hence began a series of evasions, more vexatious, if possible,
than the previous negotiations, and which threaten to be quite
as interminable. True the work I had undertaken to do had
been done to their satisfaction. There was no complaint on that
score. The means to carry on the work to completion had been
provided, and were continually coming forvward. The contractors
were saved from bankruptcy and the managers of the road from
dishonor, but my commissions were large, and my employers,




21
repenting of their liberality in promises while I was lifting them
out of their troubles, now that they were at ease determined
that those commissionsshould be reduced, whatever cost of principle and good faith it might involve. I was anxious to retire
from the business in Europe and return home. I was wearied
witlh the vexations and delays which had occurred from the beginning, and to which I saw but a faint prospect of termination.
I therefore entered into an agreement with Mr. Doolittle and
the president of the company to assign the contracts with the
parties who were to filrnish the money, and the rails (vide Appendix, I, J, K, L) to Mr. James McHlenry, of Liverpool, for
the benefit of all concerned. He had previously purichased all
the interest of Mr. Goddard, who was to retire from the business when paid. As preliminary to such assignment, Mir.. Mcltenry entered into a contract with Mr. Doolittle, embracing in substance the contract of guarantee between Mr. Goddard and myself, and Messrs. Doolittle & Mforton. (A copy of this contract
iwill be found in the appendix, marked 2.) IHe also delivered
to me a declaration that such contract was entered into by him
in trust for himself and me, and that I was entitled to the half
of the bonus and Commissions which he was to receive under
such contract. (A copy of this declaration will be found in the
appendix, marked R.) These papers having been duly ex.ecuted, I assigned, by the direction of Mr. Doolittle and the president of the company, the four contracts to MIr. Mcllenry.
This transfer was made to enable Mr. McdIenry to carry out
his agreement with rIt. Doolittle (Appendix, 2) to furnish the
money and iron and to provide for the payment of my compensation, beyond the amount stipulated for in my first contract
with Doolittle & Morton. (Appendix, C.)
here nay connection with the financial affairs of the company was in fact closed, so far as the raising of money and means
to complete the road was concerned. I had not as yet received




a dollar from any person connected with it. My own affairs at
home had from neglect, on my part, become embarassed. It
needed all my energies to prevent my own bankruptcy. I
thought I could look forward with certainty to relief, when the
time of payment of my commissions and compensation, which
seemed to be made secure through the MlcHenry contracts (Appendix, 2 and I), should come around-I anticipated no trouble. I had already, for the sake of prompt and certain liquidation, surrendered half of what I was legally entitled to demand
under my sealed covenants; and I had a right to suppose that
those for whom I had sacrificed so much, would now, at least, in
the performance of their agreements with me, take care of my
interests, as I, in fulfilling my covenants with them, had taken
care of theirs. I rested, therefore, easy in the faith that troubles
of the present would give place to calm and quiet in a proximate
future-that, dark as to-day might be, there would be brightness
again to-morrow. In all this I was to be disappointed. The magni.
tude of the bonus secured by the contract with Mr. Doolittle (Appendix, 2) dazzled the vision of Mr. MIcIlenry, and from the moment of the execution of that contract, all the energies of his
mind appeared to be bent upon the purpose of securing the whole
of it to himself, instead of a division with me, according to the arrangement between the parties and his express agreement, with
me, as contained in his declaration of trust. (Appendix, R.) I
will not stop here to detail the petty vexations and annoyances
to which I was subjected. Thley were such as made the " head
sick and the heart faint." Disgcusted with the bad faith and ingratitude of those whom I had served, whose fortunes I had
saved, or made, and threatened with embarrassments and ruin at
home, I was prepared to make almost any sacrifice to be rid of
the whole affair, which should not leave me absolutely a bankrupt in fortune or reputation. It will be seen by a careful reading of the various contracts referred to, that I had already, as I




23
have said, surrendered more than half my stipulated compensation-an amount that would be regarded by most men as of
itself a princely fortune —and I was prepared, for the sake of
quiet, and of being relieved from a matter productive, to me at
least, only of vexation from the beginning, to make a further sacrifice of the half of what still justly and legally remained to me.
I tllerefore made to Mr. M[cHenry, as a last and final proposition-one that should end all cavil and all dispute between us,the offer to receive of him, in satisfaction of our contract, the
one-half of what, by the well-defined and well-understood terms
of our agreements (Appendix, 2 and R), I was fairly and legally
entitled to have. This proposition was accepted by Mr. McHenry, and it was arranged that the amount, being one quarter
of the bonus given in his contract with hMr. Doolittle (Appendix,
2), should be paid to me as follows: three-fourths in the mortgage bonds of the company, and the renmaining fourth in pail
up shares of the stock, to be paid as the bonds and stock Should
come into his hands under his contractwith Mr. Doolittle and thle
company. In pursuance of this agreement, five several drafts
were drawn by me upon, and accepted by Mir. MlcHenry,
amounting in the aggregate to tile sum I was to receive, copies
of which are given in the appendix marked S. Upon the acceptance of these drafts I surrendered up to him his agreement
with me, and gave him a discharge from all liability, save fiom
the drafts themselves.
Here again the matter seemed to have been brought to a
close, and all chance for difficulty or vexation ended. I arranged my affairs to return home, in the comfortable faith that in
due tim)e I should receive the amount of the acceptances, in the
manner and at the times provided, which, while it would not
make me rich, would relieve me from embarrassments that had
grown up during my absence, and leave me at least an amount
of commercial credit that would enable me to go on with my le



24
gitimate business without impeachment of my solvency, or that
of my house. In this faitIl I returned to the United States, but
in this I was not permitted long to rest.
On my arrival at home I found myself embarrassed. I found
a larger amLount of liabilities than I hlad the immaediate ability
to discharge, but in these acceptances of [Mr.,rMclIenry, and my
right to the bonds on which they were based, I had the means
of present security and ultimate liquidation, withl a large margin
to spare. This indebtedness  logrew  out of endorsements for
railroad contractors, against whic' I supposed I was amply secured, but contractors and securities had gone down togethler,
involving me to some extent in their fall. To secure my creditors and relieve myself from embarrassment, I turned out to them
a portion of the MIcllenry drafts, and they were sent forward for
liquidation in the manner provided by them. To my utter as
tonishment ir. MI'Henry refused to pay, or respond in any
manner recognizing their validity as against him. I wrote him
again and again, but could get no answer.  Ite was in possession of bonds and stock sufficient for the discharge of the drafts
sent forward,-bonds and stock raceived by him for the purpose
of paying them, but he happened to think that the ocean which
rolled between us was at once a bar to any coercive measures
against him, and a release from thlose obligations of good faith
which honorable nien hold sacred. I sent an agent to England
to endeavor to effect a settlement with him.  After months of
delay, my agent returned, having effected nothing. Mr. Doolittle, knowing my rights, and tlhe justice as well as legality of
my claims, and, moreover, supposing himself to be in a position
to influence M1r. McHlenry to do right in the matter, undertook
to negotiate a settlement between us.
As preliminary to a settlement, it was insisted that my creditors and myself should invest, in thle first mortgage bonds of thle
Atlantic and Great Western Railway Company, an amoun




25
of money equal to twenty per cent. of the amount of the
MlcHenry acceptances which were held by us —that is to say,
Mr. MilcHenry demanded, as a consideration for his performance
of his agreements'with me, that we should advance, towards the
construction of the road, an amount of money equal to twenty
per cent. of his acceptances, for which we were to receive the
first mortgage bonds of the company at seventy-five cents on
the dollar. There were other stipulations connected with this
proposition, which will be found in the contract subsequently
entered into. This proposition was accepted, but on the eve of
its being reduced to the form of a mutual agreement, it was
withdrawn. It was then insisted that the percentage of money
to be advanced should be forty per cent! Monstrous as this
proposition was, when considered with reference to all the principles of honorable dealing, it was accepted. There was no
danger of ultimate loss to the parties advancing the money, for
the bonds would be ample security when the road should be
constructed, and I was anxious to aid, as far as I could, its completioin. Besides, it was desirable that capitalists in this country should invest somewhat in the enterprise, thus testifying
their confidence in its merits, and, therefore, much as we were
shocked at that laxity of commercial honor which requires a
bonus by way of inducement to the performance of its covenants, we submitted to the exaction. Accordingly on the 28th
day of October, 1859, a contract was entered into between Mr.
MceIenry and myself, through our respective agents, embodying the terms of this new settlement, a copy of which, with the
modifications, will be found in the appendix, marked T.
It was now supposed that a perfect settlement had been
effected, and that no further difficulty could possibly arise.
We, therefore, entered earnestly, and in a spirit of good faith,
upon the performance of our undertakings.  Provision for
raising and paying the money was made, and a portion of the
4




26
money advanced, according to the terms and conditions, and at
the times stated in the contracts and the modifications thereof.
In seeming performance of his part of the agreement, Mr.
McHllenry deposited tile bonds, as provided in the contract, with
various banks, and other depositories, in the city of New York
and elsewhere.
It will be noted that we were entitled to receive under the
contract, as modified, a portion of our pay in the bonds of that
portion of the road lying in the State of New York, on which
portion the moneyfadvanced by us was required to be expended.
The importance attached to our having the New York bonds
will be appreciated, when it is understood that the money to be
advanced by us, was by the contract to be expended in New
York, was to be paid in instalments as the work progressed, and
was not all to be paid until the rails were laid. It will be
remembered, also, that the money received fiom Europe had
thus far been expended in New York, carrying the road forward
from the New York terminus, and completing it as the work
advanced. The iron was used in New York. The persons in
Europe advancing the money and iron, received the Ohio and
Pennsylvania bonds in proportion to the length of the road in
each of these States.- Suppose, then, that when the road should
be finished to the Pennsylvania line, the supply of money and
iron were to fail, and the work stop: we would (in the absence
of the New York bonds) have bonds covering no actuality, but
only an imaginary railway, valueless as the paper on which
they were written. We, therefore, as the money was advanced,
called for the New York bonds, as provided for in the modified
contract. These were promised from time to time, as we paid
our own money, but delivery was, under various pretences,
evaded, until at last Mr. MIcI-Ienry absolutely refused to deliver us any of the New York bonds at all.
This, of course, brought everything to a sudden stop again,




27
and it remained only for me to place myself in such a position
that I could not be made to suffer by any lack of good faith or
delay of performance on the part of Mr. McH-enry. I tendered,
in a legal form, performance on my part, and demanded of Mr.
McHenry performance on his. I demanded the portion of New
York bonds to which I was entitled. These were refused, and
this contract of settlement, like every one that had preceded it,
vanished into air.
Further negotiations with a party who held no faith with me
would be idle, and I availed myself of the last and only resort
for a final adjustment of my claims. I appealed to the law. I
filed a bill in equity against Mr. McHenry, asking a decree for
specific performance of his contract with me. I procured an
injunction restraining the removal of the bonds from the hands
of the various depositories, until the final adjudication of the
courts on the subject of my claims shall be made.
I have been forced into this litigation against my best exertion, and against my will. I have made such sacrifices as few
men would have made to avoid it. I should be heartily glad
to avoid it now; but if I must, in search of an adjustment of
my claims, travel through the courts, be it so. It will not ruin
or greatly embarrass me. I am content to bide my time, and
the action of the tribunals of justice. I have the patience to endure, and the means of carrying forward this litigation, if need
be, to the bitter end. But I tell the stockholders, and present
owners of the bonds of the Atlantic and Great Western Railway,
the value of whose shares and bonds depend upon the completion of their road, and I tell the contractors whose fortunes depend upon the continued supply of the means to carry on the
work, that they cannot afford in such perilous times, to let this
controversy ripen into litigation with the company. I tell the
managers of the road, past and present, that they cannot afford,
in the very commencement of their enterprise, to lead off in an.




28
interminable war in the courts at law. I do not say this in
bravado, nor by way of threat, but as a simple truth growing out
of the peculiarities of my position, and which, if this litigation
goes on, must become public history.
I have felt a deep interest in this enterprise ever since it was
first originated. I regarded it as an integral part of a great
system, of which the New York and Erie was itself but a portion-a system which, if it shall be completed, will be among
the grandest physical achievements of the age. But great as
that interest has been, and still is, in its success, I cannot afford
to carve out four years of my life as barren of results to myself.
The claim I am prosecuting is just. And be the consequences
to others, or to the great enterprise itself, what they may, duty
to myself requires that it should not be abandoned.
SAMUEL HALLETT.