- 7,   7; /,le:;7;;";""air'?-d~








COMIMONWEALTH              In the Supreme Court of Pennvs.                sylvania, for the Western District
TnHE PRESIDENT, MANAGERS  AND  of the Term  of September and
COsMPANY, for erecting a Bridge  October, 1850.  Information  of
over the Allegheny River, op-  JAMES TODD, praying a Writ of
posite the City of Pittsburgh, in  Quo Warranto.
the County of Allegheny.
The application for a Writ of Quo Warranto, in this case, is addressed to the sound discretion of the Court.
The Writ, though usually sought in the Court of Common Pleas,
may be issued out of the Supreme Court, "with the leave of +he said
Court, in term time, or of any Judge of said Court in vacation." The
Court are not bound to issue the Writ as a Writ of right, either at the
instance of the Attorney General, his Deputy, or a private prosecutor.
There must be at least a clear prima facie forfeiture of corporate rights,
privileges or fianchises, by misuser or nonuser, shewn upon the face of
the information, to justify the allowance of the Writ.  The acts or
omissions producing the forfeiture should be fully and distinctly stated.
Their sufficiency to work a forfeiture and justify a judgment of seizure
of corporate franchises, ought to be manifest and palpable, conceding
entire verity to the allegations contained in the information.  The defendants deny their sufficiency, uncontradicted and unexplaned, to justify
a forfeiture of their corporate franchises. They show no neglect of
duty or violation of right requiring the interposition of the Court. That
interposition is not invoked by the'-\ttorney Gtneral, Auditor-General,
or any other accredited functionary of the Commonwealth.  It will be
shewn hereafter that they seek no redress for violation of public rights.
After examination thev are satisfied that the defendants have neither
done or omitted any acts injuriously affecting the public interest, or
demanding their official action.
The prayer for the Writ emanates from  a person holding no cfficial




lta-tion, but desiring, as he may legally do, to prosecute the same. If
any wrong be charged in the information, it is a private wrong. If
there be any remedy, it is by individual suit or action. It is sought by
this iproceeding to jeopard and forfeit rights and privileges, the acqui.
iition of which involved an expenditure of more than one hundred
thousand dollars; to divest helpless widows of their property, and deprive
tender orphans of their support; to divest and destroy the gushing and
refreshing streams which God-like Charity has destined for the relief
and sustenance of helpless sorrow and suffering, because the relator has
been compelled to pay, in tolls, what the original and amended Charter
expressly authorized. Connecting the Charter with the information,
as prayed by the relator, the first charge, however amplified in allegation or involved in expression, amounts but simply to a charge against
the relator of the legal rate of toll, without the distinct imputation that
the relator suffered pecuniary loss or personal injury, and without any
intimation that the public were prejudiced or affected thereby.
We now proceed to a brief examination of the rights, powers and
duties of the Company, under its Charter.
The second section provides that upon the happening of certain events,
the Governor shall constitute the subscribers, a body corporate or politic
by the name and style of "The President, Managers and Company, for
erecting a Bridge over the Allegheny River, opposite Pittsburgh, in the
county of Allegheny," with all the privileges incident to a corporation,
who shall have perpetual succession, and shall be capable of taking and
holding their said capital stock, and the income and profits thereof, and
of enlarging the same by new subscriptions, if such enlargement shall
be necessary to fulfil the purposes of the act. This provision secured
to the Company the right of property in their stock, and placed its
income and profits under the protection of law. Its rights might be
declared forfeit and lost by certain acts and omissions, known to the law
as causes of forfeiture, and defined and recognized as such by a regular
course of judicial proceeding. But such cause of forfeiture would never
be presumed without full and ample proof.  The party to be prejudiced
~rould never be called upon to answer without clear, distinct and positive
a!legation of adequate causes of forfeiture. The third section gives the
Cmonpany power to elect officers to conduct the business of the Company,
and to make such bye-laws, orules, orders and regulations (not incon.
sistean with the  Constitutioui and laws of this State or United States),
as may be necessary for the well ordering of the affairs of this Com.
puay. ThQ Company is) by this provision, made the judge of what




bye-laws, rules, orders and regulations may be necessary for the well
ordering of its affairs. None such will be declared causes of forf'eiture,
when sustained by the letter or spirit of the Charter, or in harmony
with its provisions. None such will be declared causes of forfeiture at
Common Law, unless clearly shewn to be such by legal principles and
authoritative adjudications distinctly applicable.
The sixth section gives to the President and Managers "power and
authority to appoint such engineers, superintendants, assistants, and
workmen as they shall deem necessary to the erection of such Bridge."
The eighth to take materials for the erection of the bridge.
The tenth section provides that when a good and complete bridge,
under the authority of this act, shall be erected over the Allegheny
River at Pittsburgh, the property of the same shall be vested in the said
Incorporated Company, their successors and assigns, and the said Company, their successors and assigns are hereby empowered to erect gates,
demand and receive tolls as follows, viz: for every foot passenger two
cents,.c.
The eleventh section imposes a penalty of twenty dollars for taking
excessive toll and neglecting to keep the bridge in repair. The fifteenth
section requires the bridge to be completed within seven years from the
approval of the act, March 20th, 1810, or if the Company fail to do,
that gives the Legislature power to resume all and singular the rights
and privileges thereby granted to the Company.
Under this Charter the requisite amount of stock could not be obtained
-desirable as was the proposed improvement to the public; individuals
were not willing to hazard their funds in the adventure. The project
languished and would have ultimately failed had not the Legislature
interposed by legislative enactments and pecuniary assistance, and pubs
lic countenance and credit.
Accordingly on the 16th February, 1816, a new act was passedl
The first section recites the expiration of the original Charter by its own
limitation, re-enacts its provisions and declares it perpetual. The
second provides for a subscription of sixteen hundred shares by the
Commonwealth to the stock of the Company, "the one-half to be paid
when the piers and abutments of the bridge should be constructed, and
the other half whe4 the superstructure should be raised. This sub.
scription secured to the Company, from a reliable source, forty thousand
dollars. It gave elasticity, vigor and availability to the efforts of iadi.
viduals, and ultimate success to the long protracted enterprise.
Forty-four thousand dollars of stock were sujscribed by iadiyviduals




constituting, with that subscribed by the Governor on behalf of the
Commonwealth, an aggregate of eighty-four thousand dollars, upon the
strength, faith and credit of which the work was commenced, conducted
and completed. Its construction resulted in an expense of one hundred
and one thousand dollars, exceeding by seventeen thousand dollars the
stock owned by the Company, and in the contracting of a debt by the
Company to the latter amount, which required liquidation before any
dividends or profits could be realized either by the Commonwealth or
individuals.
The seventh section empowered the Company to erect gates, and
demand and receive tolls as follows, to wit: for every foot passenger
two cents, &c., and exempted from the payment of toll, any person
attending funerals, any detachment of the military of this State, or the
United States, foot passengers attending divine service on the Sabbath
Bay, students or children attending schools or other seminaries of
learning."  The ninth section extended the term of finishing the bridge
ten years, &c.
The great object of these statutory provisions was to secure to the
public the convenience of an easy, ready and uninterrupted passage
across the Allegheny River, safe and comfortable at all times and under
all circumstances, for a compensation fair and not exceeding a specified
amount.  That object was attained.  The bridge was erected. The
relator does not charge that the bridge was not erected within the time
required by the Charter. H-e does not complain that its quality, char.
acter and convenience were not such as the public convenience and
expectation desired, or as the terms of the Charter exacted.  The
public fully participated in the enjoyment of all that was anticipated
from the erection and completion of the bridge. No complaint is made
that, from the day of its completion to the present, the bridge has not
been kept in perfect repair. No allegation is made that it has not at
all times and under all circumstances, afforded to all people who desired,
a safe and easy transit for their persons and property.
It is not charged that any one has been prevented from passing the
bridge, upon payment or tender of the stipulated compensation, or hindered or delayed, upon any pretext, from so doing.  The Charter
expressly authorizes the Company to charge for every foot passenger
two centso
This is an express statutory right clear, distinct, unambiguous and
unequivocal.
It is universal (excepting the cases mentioned in the proviso of the




seventh section of the act of the 17th of February,' 18l1), in its appli.
cation.  It reached the relator as well as all other individuals.  The
relator does iot charge that he was ever prevented from  passing the
bridge.  He does not complain that more was exacted from him thana he
was bound to pay; that anly excessive toll was ever claimed from him.
He does not charge that the Company have not awarded to him all his
rights under the Charter.  If any person passes the bridge for a less
sum than that specified in the Charter, or without payment at the tinme
of passage, it is of favor and not of right.
The Company are not bound to commute.  They may insist upon
prompt payment from passengers.  But convenience has dictated the
policy of such arrangement; but they were not bound, if desired, to
accord it to the relator.  He was, however, at one time, permitted to
avail himself of the arrangement. HI-ad he behaved as others did, the
arrangement would, if desired, have been continued with him.  Hiis
narme was excluded for cause.  To prevent disturbance and difficulty,
the Company insisted upon prompt payment from  him, and enforced
their legal rights.  The relator then charges no violation of private
right, or pecuniary injury.  He does indeed charge, and this appears to
be the entire gravamen of his complaint, that said invidious distinctions operate as a virtual prohibition and exclusion of the relator from
a fair and just competition in the course of honorable industry with
others of his occupation, which is that of a Carpenter.  He does not
charge that he pays in the aggregate more than three dollalrs per annum.
Hle does not aver that he loses a single penny by the exclusion.  He
does not allege that the Allegheny river runs between his residence and
the place of his employment.  He has not informed us where he resides, where he is employed, whether he necessarily passes the bridge
in the course of his employment, whether, if necessarily passing the
river, it is more or less convenient to pass the Allegheny than the Hand
street Bridge.  It is, in truth, not shown that it is essential or important
to fair competition in the carpenter business to pass the bridge at all.
For aught that appears, that business may be as successfully and plofitably followed on that side of the river on which a man may reside, as
on the opposite; and yet from these loose deductions, these vague infe_'
ences, these unsupported conclusions, the relator avers a misuser of the
rights, privileges and franchises conferred by the, ct:s of.Assembly, a
violation of the trust confided by the Commonwealth, and a forfeiture of
the colporate franchise.  For this imputed insult to the sovereignty o
&,~I;...iJ'-;,. -,,l.:'-'t. >{h, -':~,;j4sy of the law is invoked to deprive the stae:l:holu!'




ern of their corporate rights, and to deprive the public of the right and
convenience of transit over a structure, the want of which was long and
severely felt, and the use of which has contributed immensely to the
public improvement and prosperity, and the loss of which would be
keenly felt by the countless thousands who now enjoy its benefits. The
Court is emphatically asked to forfeit private rights reaching one hundred thousand dollars in value, and to sacrifice public advantages of ino
estimable and inappreciable importance, for an alleged, inferential private injury to the relator.  The injury, if any, to the relator is strictly
private, and for such injury the Court will not forfeit a corporate franchise.
The proceeding is not sustained by any authority quoted. The case
of The People vs. The Hillsdale and Chatham Turnpike Company, 2.Tohnson3s Reports, 190, is in our judgment a conclusive authority against
it. "6 WOODWORTH, Attorney-General, moved for a rule that the defendants show cause, by the next term, why an information, in the nature of
a Quo Warranto, should not be filed against them. He read affidavits;
stating that the road had been opened through the land of the complainants, and used, without any offer having been made to them to agree
upon the compensation, and without having the damages ascertained according to law.
"E. WILLIAMS, contra.
" Per CURIAM. If the defendants have not followed the directions of
the Act relative to the compensation to be made to the owners of the
land, through which the road had been made, they are trespassers, and
the complainants have adequate remedy in the usual course of the com-a:mon law. The public are no way interested in the controversy or com-,
plaint, and that is a sufficient reason for not granting this extraordinary
remedy.
"Rule refused."
In this case it will be noticed the Attorney General moved for the
rule. The affidavits showed a violation of law by the corporation, A
palpable injury had been done by the company to an individual. But
because the complainants had remedy by due course of law, and because
the public was no way interested in the controversy or complaint, the rule
was refused. The injury in that case was private only.  The remedy
was consequently by private action. So here, the injury, if any, is
strictly private. The rights of the public have not been violated, and
consequently a private individual cannot successfully or properly employ the name or invoke the aid of the Commonwealth~




.g,_ rap jl ^; s 7:' D.Z 9CAId 0;~ h    1y    o-exao-t.   A p i
rate action and a public prosecution may in some cases both be suos
tained.
The same doctrine is laid down in the case of The People v,. Bristol
and Renssalaerville Turnpike Company, 03 Wendell's Reports, 244-5.
The principle now contended for (that there might be a remedy both by
private action and public prosecution,) was argued in London vs. Vanacre, 12 Mod. 270-1. It was held, as we before noticed, that the city
must forfeit its franchise of the shrieverick if it did not elect a sheriff
and compel him to serve. He had refused to serve.  HoLT said as to
the objection that he may be indicted for this refusal, as was the case of
Lanwood, sheriff of Norwich: I answer, that will not be sufficient to
hinder the forfeiture of the franchise; for if there should be a vacancy
when the sheriff comes to be sworn, there will be an obstruction of justice.'" The ground was that a public inconvenience in not exercising the
franchise would work aforfeiture, although there might be another remedy."
These cases clearly show the instances in which a private action and
a public prosecution may both be sustained. This remedy is sought in
the name and under the authority of the Commonwealth, and cannot,
upon the strength or reasoning of any authority adduced, be sustained
upon allegatior of any mere private injury.
We concede that " all franchises which are granted, are upon condition they shall be duly executed according to the Charter, that being a
condition annexed to the grant."  This Company is not charged with the
eoing of any act prohibited by its Charter; with any infraction of the
law of its being.
"' The Charter is the law of the case. If none of its provisions have
been violated, it is difficult to find any legitimate ground to demand its
surrender."-Corwin  versus Urbana Insurance Company, 14  Ohio
Reports, 10.
No case has been adduced, none it is believed can be found, where the
franchise of a Company for the construction of a road or bridge have
been seized or forfeited for misuser, where the act or acts were not
specially and distinctly charged, and when the act or acts did not injuriously affect public rights and interests.  The law of New York
provides that if corporations offend against "any of the provisions of
the act or acts creating" them, the information may be filed and judg.
ment of ouster rendered. —23 Wendell Rep., 208.
The authorities quoted fiom Story probably exhibit very sound equity,
but we deny their applicability to this controversy. The information




A.:;4igS'aUi;te adoption of a resolution by the corporation prohibiting thenrolment of the relator's name.
The Charter expressly authorizes the Company to make such byelaws, rules, orders and regulations (not contrary to the law, &c.,) as
may be necessary for the well ordering of the affairs of the Company.
The information does not charge that the resolution excluding thle
relator, was a violation of this provision.  It will not be presumed such
until the contrary is alleged and shewn, especially in the absence of
any imputation of exceptionable motives.
There is nothing in the Charter prohibiting the resolution; there is
nothing in the information shewing that it was adopted through the
influcnce of any reprehensible design, or without abundant and justifi
able cause. Conceding the correctness of all the authorities quoted by
our opponents, they do not as we conceive, sustain the positions which
they desire to establish.  Most of them are wholly irrevelent.  Never
was a corporation put upon its defence under analagous circumstances,
at least never any that has come within our reading or observation.
One single remark more, and we dismiss the consideration of the charge
of misuser. The public have a deep and vital interest in this proceedinlg.
If the rights of the corporation are forfeited, and its franchises seized,
the right of taking toll, &c., and all other corporate action is gone, inldividual interests will be seriously affected. The right of the public, resulting from the enjoyment and exercise of the corporate rights and privileges
of the Company, to transit and passage over the bridge, will be extinguished.  A grievous public calamity would inevitably result from the
redress, sought for an alleged private injury.  In the fifth proposition
laid down by the relator's counsel, it is said to be "' a principle of sound
law, as well as public policy, that next to courts doing right in the exercise of their high and sacred functions, they should give public
satisfaction.  A proceeding that should deprive individuals of their
property, and the community of their right and convenience of transit
over the bridge, would give little public satisfaction, and secure very
few blessings, upon the tribunal which should achieve so disastrn:lii a
result.  To sacrifice one hundred thousand dollars of prolpexit' ty.-,
dleprive our citizens of a great public convenience, to (exclud.e tf'in.:-:.iate Treasury seven hundred dollars per annum, now receivted( F e;:(m
th(l kOnpjiny in taxes, because the relator saw  proper to exercisee h-ii?
sovereignty in a fight with the toll gatherer, would indee:d bh a m:;asuw;,
of redress deserving little commendation for its intrinsic justice or
Taet iroa il aiuence.




The facts alleged in the second branch ef the relator's informationa
are not charged as constituting a misuser or nonuser, and working a
forfeiture of the corporate franchises, but are mere allegations that in
certain events and contingencies, which the Company were not bound
regard, the bridge might have been free.  This, however, is mere
conjectureWere it true, it would afford no valid reason for the allowance of the
proposed Writ.  This Court cannot declare the bridge free in the proposed proceeding, nor adjudge its franchises forfeit upon the allegation
and proof of facts that it might and ought to be made free. A forfeiture
of corporate rights and privileges is a very different thing from the accumulation of means adequate to a full and just compensation of stockholders, and justifying the dedication of the structure to public use.
These two,things are essentially dlii'erent in their nature, quality and
legal characteristics.  The one rests upon allegation, proof and judicial
determination; the other requires not only allegation and proof, but also
legislative enactment.  The one may be accomplished through the instrumentality of judicial proceedings; the other cannot be perfected,
even if it can be legally commenced without legislative action.  It will
be shown hereafter that legislation has been procured with reference to
the question of making the bridge free, and ample means provided for
a thorough investigation through the agency and under the supervision
of the District Court.
It will, however, be apparent, upon a comparison of the latter branch
of the information with the provisions of the Charter, that the Company
are not in the supposed default.  By the twelfth section of the Charter
it is provided, that the Company shall "6 declare and make a dividend of
the income and profits thereof; among all the subscribers to the said
Company's stoclk, in proportion to their respective shares, first deducting
all contingent costs and charges, and such proportion of the said income
as may be sufficient for a fund, to provide against the decay, the repairing or rebuilding of the said bridge, as time and accident may render
necessary'.  This provision expressly authorizes a deduction for costs
and charges, and of an amount sufficient to repair and rebuild,  It is
not charged or pretended that the accumulations undivided were sufficient to accomplish these purposes, or to render the bridge free.  In
truth, they are not now, and never were, sufficient.  But it is alleged,
and this appears the burthen of' the charge, that the excess of fifteen
per cent. dividends which the corporation mig'ht have received if they
had not violated their trust in remitting, without authority of law, the
tols il.nr osed by the Act aforesaid, woulId have been more than sufficient




10
to redeem the bridge.  This position assumes that the Company havey
no power to reduce or remit tolls; no authority to commute or arrange
the amount-the whole amount allowed by the Charter must, under all
circumstances, be exacted.  Neither mercy, kindness or charity is to be
tolerated.  Hoary age, helpless infancy, abject poverty, each, all must
pay the full amount that might be exacted by the Charter.  Under no
circumstances can there be deduction, discrimination or dispensation.
Though the profits of the stockholders would be augmented, the interests of the public promoted, the period of redemption accelerated thereby, the Directors are powerless, and cannot commute or reduce the tolls
from the highest limits fixed by the Charter.  The kind hearted clergyman, passing to administer the last rites and consolations of religion;
devoted woman, hastening, from the very impulse of her nature, to the
relief of sorrow and suffering, must, in their holy missions, become the
objects and victims of indiscriminate exaction.  The- doctrine assumedc
in this branch of the information is utterly subversive of the position
upon which the relator rested in the first.  In that it was claimed that
the firanchises ought to be forfeit, because the relator was not permitted
to participate in the benefits of commutation; in this the allowance of
the Writ is urged, because the falll amount of toll allowed by the' Charter has not been collected from every one.
it is admitted that there have been judicious reductions of tolls by
the Company, and in every instance their receipts have been thereby
increased.  Competition has rendered such reduction necessary.  Correct policy would fully justify it. WVithout reduction the business andt
receipts would have rapidly diminished, and the bridge would never be
fiee.  Discriminations have been mad'e, and are avowed and tolerated.
Clergyman and females are permitted to pass free of charlge.  And
under this judicious system a fund, carefully invested in 3ank and Gas
Stock, approaching thirty thousand dollars has been accumulated.
The redemption of the bridge, it is confidently believed, would not be
accelerated by any interference with the present judicious arrangements
and careful management of the Company.
There surely is nothing in the Charter which requires the Directors
to charge and receive the rate of tolls specified.  It is permissive, not
compulsory.  More may not be exacted; less is not pr-ohibilted.  Extortion and oppression are prohibited under penalties.  I)anger might well
be apprehended fiom charging too much, never fiom charging too little.
The discretion exercised by the stockholders is, we think, fully justified
by the letter, spirit and design of the Charter.
The fourteenth- section provides thot t the 6: Company shall be oblige




to talke such sum of money thelreFo (ithe bridge) as shiall be allowed on
a firl nappralis,,mnt by disinterested persons, to be appointed in such
manner.s shall be directed by lawo."  Legislation is required previous
to final action.  WVe now proceed to show that ample provision has been
made, by legislative enactment, for a thorough investigation of the affairs of' the Com;iaay,~ and a determination of all issues of law and fact
that may arise, in the District Court of Allegheny county.  On pages
485-6, Pamphlet Laws of 1846, Secs. 5, 6, and 7, the following provisions will be found:
"SEC. 5. The District Court of Allegheny county is hereby vested
with full authority and jurisdicti(,n to examine into and determine all
issues of law, or fact, which may in any way arise in the investigation
of the affairs of the Company chnrtered by the Legislature on the 20th
day of March, A. D. one thousand eight hundred and ten, to erect a
bridge over tie, Allegheny river, opposite the city of Pittsburgh, in
order to determine if said bridge, according to the provisions and conditions of said (:harter, should not now be a fiee bridge."
"SEC. 6. That said C urt is hereby authorized, if deemed expedient,
to appoint three d(isinterested and competent men to examine into the
receipts and expenditures of said br:lge Company, since its construction;
the said commissioners being first duly sworn or affirmed, shall have
power to examine before them, under oath, any person or persons
touching the affairs of said Company; to call for and enforce by attachment, or otti:: wisr', the production of all books and papers of said corporation which may be useful, in order to ascertain the cost of the
bridge, the amount of the annual receipts and expenditures of said Company, the amount of dividends, and the rate per cent. per annum paid
to the stockholders, the amount invested as a contingent fund, together
with such additional information as may be pertinent to the issues involved; which repo1, if confirmed by said Court, shall be deemed and
taken to be final and conclusive, in any issue which may hereafter arise
in regard to the franchise of said corporation."
" SEc. 7. Said commissioners shall each be entitled to receive one
dollar and fifty cents per day for every day by them necessarily occupied in said investigation, to be paid as may be directed by said Court,
from the treasury of Allegheny county, or from  the funds of said corporation.'"
It might well be contended that this remedy, so full, appropriate and
complete, was designed by the Legislature as a substitute for all others,
or at least as necessarily preceding actioa by any other. It is certainly
an exceedit-gly appropriate provision for ascertainiag the true condition_




Qf the Comppany, with a view to the redemption of the bridge. It gives
full authority and jurisdiction to the District Court of Allegheny county
to examine into and determine all issues of law or fact which may in
any way arise in the investigation of the affairs of the Company. If
this remedy be not exclusive it is at least concurrent, and far more convenient and appropriate than a proceeding in the Supreme Court. We
believe that this jurisdiction was conferred as an appropriate, convenient
and exclusive remedy; but if the Court should be of a different opinion
it is believed that the relator would be remitted, at once, to a tribunal so
convenient and so entirely competent, by the aid of the facilities afforded of giving early and complete redress. Such was the view of the
Court of Common Pleas, after a full, patient and thorough investigation,
as expressed in an exceedingly able, elaborate and well-considered opinion. The countenance of the Attorney General has been invoked to
the prosecution of charges against this Company. A correspondence
between him  and the Auditor General has taken place in reference
thereto. To dispel misconceptions and misunderstandings, to counteract
misrepresentation and misapprehensions, to exhibit clearly and correctly
the conduct and condition of the Company, that correspondence will be
presented to the Court.
The Attorney General having communicated to the Auditor General
the letter of Messrs. WooDs and ALDEN, the Auditor General wrote to
the Attorney General as follows:
AUDITOR GENERAL'S OFFICE, Harrisburg,'4th June, 1850.
Dear Sir,-Your letter relating to the claim of the Commonwealth
against the Allegheny Bridge Company, (the old bridge at St. Clair
street,) has been received. In reply, have to say that at present I have
not time to make a thorough investigation of the claim, but shall do so
at my first leisure, perhaps during this week. If it is ascertained that
the claim is well founded, it would be proper for the accountant officer
to settle an account charging the Company with whatever amount may
be due. Authority for this course will be found in the Act of 1811, relating to the settlement of public accounts, and also in the case of Commonwealth vs. Easton Bank. You will please consider yourself professionally concerned for the Commonwealth.  And I shall feel obliged to
you for any information which may conduce to a speedy and just adr
jQustment of the clairm.
I am very respectfully,
JOHN N. PURVIANCE, Aud. Geno
Ion. C. DARRACGU, Atty. Gen.
On the 31st of July the Auditor General wrote as follows:




AuDIToR  GEXn\aZ L'S OFFICE, Harrisburgy, 31st July, 1850.
Dear Sir,-In my letter to you of 24th of June last, I promised I
would write again in reference to the supposed claim of the Common.
wealth against the Old Allegheny Bridge Company.
Upon examination of the proper papers in this Department, it appears
the Company have made, regularly, returns of their dividends, and
paid the tax to the Commonwealth upon the capital stock proportionate
to said dividends, as directed by law.  Unless, then, the returns are inaccurate, copies of which, if you think it essential, I would selnd you,
there is nothing due from the Company to the Commonwealth.
I am, with great respect, yours,  &c.,
JOHN N. PURVIANCE, Aud. Gen.
Hon. C. DARRAGH, Atty. Gen.
It is probable if there is any claim that it is for the Commonwealth's
portion of dividends prior to the sale of the stock owned by the Commonwealth.
After this one of the counsel of the Company proposed to the Attorney
General that the Secretary of the Bridge Company should wait upon
him with the records and papers of the Company; that the Attorney
General should examine them, and after such examination communicate
the result to the Auditor General. He acceded to this proposition,
the Secretary waited upon him with the books and papers, and after
examination he wrote to the Auditor General the letter which follows,
the counsel of the Company not being present at the time of examination, or having had any communication with him after his acceding to
the aforesaid proposition. He kindly permitted a copy to be taken of
his letter to the Auditor General, which is as follows:
PITTSBURGH, 23rd August, 1850.
JOiN N. PURVIANCE, Esq., Auditor General,
Sir,-Some time ago I sent youL a communication, signed by T. Jo
Fox Alden and Robt. Woods, Esqs., having reference to a supposed interest
of the State in the affairs and funds of the Allegheny Bridge Company
At the request of A. W. Loomis, Esq., the counsel for the Bridge Company, I have made an examination, as far as I could, of the books,
minutes and statements of the Company, since the date of the act of
incorporation to the present time, and I am satisfied justice has been
done the State by the Corporation. For the last five or six years the
maximum dividends allowed by the Charter (15 per cent.) has been paid
to the stockholders, but it is qui s clear that the dividends average from
the date of the Charter to the preselat time, does not exceed seven per
cent. on the cost of the bridge.




14
it:pjeari'  Fom  1ha3 book-A  of t.hs Company that thl dividends coming
to!he State were regularly paid, whenever a dividend was declared;
and it will be observed that no dividend was declared fiom 1815 to 1824.
Some few years since the State sold out their stock at a large advance
on the original price.  The State paid $25 a share, and sold for $33;
and the purchasers of the State stock at this advanced price, believe that
they ought to be permitted to receive such dividends as the Charter and
the affairs of the Company allow.  The Corporation has made regular
returns of their affairs to the office of' the Auditor General.  When the
State sold out their stock, Mr. Packer, then Auditor General, wrote to
the Company that as the State had no further interest in the bridge, the
returns could be dispensed with; but the Company thought it better to
continue the annual returns, and you will find them in your office.
I write this letter at the request of the persons interested in the bridge,
and to express to you the opinion, that so far as I have been able to see,
the State has no reason to complain of the management of the affairs of
the Bridge Company.
Very truly yours,
C. DARRAGH.
The letter of the Auditor General Packer, referred to in the letter of
the Attorney General, is as follows:
AUDITOR-GENERAL'S OFFICE, Harrisburg, Dec. 20, 1844.
Dear Sir,-Since the State has disposed of her stock in the Allegheny
Bridge Company, a statement of the receipts and expenditures of that
Company will not be required, in pursuance of the Act of 27th March,
1824.
If your act of incorporation, therefore, does not direct it, you may
hereafter dispense with forwarding such report.  I have not your act
of incorporation before me.
Yours respectfully,
W. F. PACKER, Audr. Genl.
J. HARPER, Esq.
But the Company, apprehensive that difficulties might arise if returns
should be omitted, adopted the following proceedings:
The following preamble and resolution is taken from the minutes of
the Board of Managers of the Allegheny' Bridge, of April 6th, 1846:
" Whereas Wm. F. Packer, Esq., Auditor General of the State of
Pennsylvania, did on the 20th day of December, 1844, address a letter
to the Treasurer of this Company, instructing him  to discontinue the
annual reports of receipts and expenditures, as being unnecessary since
th6e sale of the State stock i and whereas, the act of 27th of March, 1824,




15
semains still in force, and it may be doubtful how far it may operate ag
concerns the bridge, therefore,
"Resolved: That the Treasurer be required to continue his annual
statements to the Auditor General, or other proper officer, and that he
request an acknowledgment of the receipt of his report for 1845.'
The Treasurer made the following statement when a similar applica.
tion was before the Court of Common Pleas:
NOTE BY THIE TREASURER.
I find among the papers of the Company, copies of the reports forwarded to the Auditor General, by my predecessor, John Snlyder, Esq.,
and since I became Treasurer in 1842, I have forwarded annual reports
to Harrisburgh, of the affairs of the Company for the year, which have
always been sworn to before an Alderman.
J. HIARPER, Treas. A. B. Co.
Jan'y. 20, 1850.
It was in consequence of this prudent and judicious resolution of the
Company, that the returns referred to by the Attorney-General were
maee.  On the hearing before the Common Pleas, a full statement of
receipts, dividends, and other affairs of the Company was made, portions
of which have appeared in the public papers.  There is no desire to
suppress or conceal.  The Company are ready and willing to submit to
fair examination their conduct and condition.  They have ever been
ready and willing, and now are, to meet the investigation contemplated
by the act of 1846.  WVith the utmost cheerfulness, every facility for a
iull and thorough examination, will be afforded.
Tie foregoing objections to the allowance of the Writ prayed for by
the relator, are to our minds satisfactory.  W\e hope and trust they will
be regarded as sufficient by the Court.
We have also desired to vindicate the Company friom  undeserved
reproach and heedless and vindictive aspersion.  We have desired to
exhibit our clients as they are, pursuing the even tenor of their way in
the onward course of truth, honor and justice, discharging their duties
to the Commonwealth, their constituents, the public and themselves
faithfully, conscientiously and fearlessly.  They ask no favor; they
deserve no reproach.
They have been, and have been justl7y, esteemed and regarded as
public benefactors.  Once the whisper of suspicion the voice of reproacl
was not heard.  At one time they would not lhave been tolerated.
When from 1810 to 1816 they st iuggled to secure the funds requisito
to the success of a most important public improvement; when fiom
1816 to to 1819 they contributed frieely and liberally the means which




UNIVERSITY OF MICHIGAN
3 9015 01771 7201
1,'!
tec ured the construction and completion of a work which hibas yieldcd
countless comforts and conveniences to the citizens of Allegheny and
Pittsburgh, and contributed in an eminent degree to the mighty improvements which have so essentially promoted the public interests;
whilst from 1819 to 1824 they beheld others enjoying the conveniences
and comforts resulting from  their efforts and expenditures, without profit or compensation to themselves, then, indeed, they were regarded as
worthy men and public benefactors.  They were then deemed worthy
to live, move and have a being among their fellow citizens.  Then their
conduct and motives were spared friom imputation and reproach.  But
when in the course of time, after the lapse of many years, they began
themselves" to realize liberal profits from their efforts and investments,
imputation and reproach are abundant.  Envy, hatred, malice, and all
uncharitableness, become prevalent.  Purity of motive, propriety of
eonduct, will not be conceded by that spirit of envy and malignity that
discovers no merit in any motives, purposes or actions but its own.
This Company has already paid an abundant tribute to the unfiriendly
designs and purposes of covert prejudice and open hostility.  It will not
sshun fair and legitimate investigation.  It desires to pursue in peace
and quietness its onward course, yielding to constituents the legitimate
fruits of their investments, discharging all obligations to the public, and
accumulating, as rapidly as may be compatible with existing rights and
duties, the mneans of ultimate redemption of that structure which was
long the object of ceaseless e-fort and lavish expenditure, which ever
has been, and which, it is hoped and believed, will, through coming
years, continue to be the source ne ad means of multiplied and increasing
blessingso
That spirit which would defeat and deny its peaceful and lawful purposes, which would impair or destroy its rights and franchises, which
would clench the hand when relaying for the relief of indigence and
mzisfortune, which would harden the heart when yielding to the appeals
of charity and kindness-that spirit, it is hoped and believed, will be
emphatically rebuked and effectually restrained.
DEFENDANTS' ATT'OR NEY