mid ^M^^ Cii;cuit ^mwi, 
 
 SOUTHERN DISTRICT OF NEW YORK. 
 
 IN" EQUITY. 
 
 JOHN BENJAMIN HEATH and Others, 
 vs. 
 
 E ERIE RAILWAY WMPANY, JAY OOULD, 
 AMES FISK, Juiiior, and FREDERICK A. LANE. 
 
 COPY, 
 
 ILL OF COMPLAIOT. 
 
 EVAKTS, SOUTHMAYD & CHOATE, 
 
 Solicitors. 
 
 NEW YORK. 
 1870. 
 
OF THE UNITED STATES, 
 For the Southern District of New York. 
 In Equity. 
 
 To the Honorable the Judges of tlie Circuit Court of 
 the United States, lor the Southern District of 
 New York : 
 
 Your Orators John Benjamin Heath, Eobert Amadeus 
 Heatli and Henrj Burnley Heath, composing the firm 
 of Heath k, Co., merchants, of London, Great Britain; 
 Edward Lewis Eaphael and Henry Lewis Raphael com- 
 posing the lirm of K. Raphael ife Sons, merchants, of Lon- 
 don aforesaid; William Henry Queade, of London afore- 
 said. Esquire, Eric Carrington Smith, of London aforesaid, 
 banker, and Charles Burt, of London aforesaid, solicitor, 
 bring this their bill of complaint against The Erie Railway 
 Company, Jay Gould, J aines Fisk, Junior, and Frederick 
 A. Lane, citizens of the State of New York, and there- 
 upon your orators complain and say : 
 
 Thut your orators arc and at the several times of ac- 
 quiiing theshares of stock of The ErieRailway Company 
 hereinafter mentioned were aliens, and subjects of the 
 Queen of Great Britain and Ireland ; and that the defend- 
 ant The Erie Railway Company, is a corporation created 
 by and organized under the laws of the State of New 
 York, transacting its business in that State, and having 
 its chief office and place of business in the Southern 
 District of New York, and the defendants Jay Gould, 
 James Fisk, Junior, and Frederick A. Lane, arc respec- 
 tively citizens of the State ot New Y'ork, residing in the 
 Southern District aforesaid. 
 
 That your orators are shareholders of the said The 
 Erie Railway Company, and bring this suit on behalf 
 of themselves and all others in like situation who shall 
 elect to unite in the suit and contribute to the expenses 
 thereof ; and your orators state, each of them of his 
 
2 
 
 4 own knowledge in respect of his own shares, and upon 
 information and belief as to the shares of his co-plain- 
 tiffs, that the rights and interests of your orators re- 
 spectively, as such shareholders, are as follows, that is 
 to say, your orators, John Benjamin Heath, Eobert 
 Amadeus Heath and Henry Burnley Heath as co- 
 partners under the firm name of Heath & Co., as afore- 
 said, are the owners and holders of two thousand 
 seven hundred shares of the common capital stock of the 
 said The Erie Eailway Company, of the par value of one 
 hundred dollars each, and your orator Eobert Amadeus 
 Heath, is the owner and holder of eleven hundred 
 
 ^—tf shares of the common capital stock of said company of 
 tj- ^:> like par value, and your orators Edward Lewis Ea- 
 
 5 phael and Henry Lewis Eaphael as co-partners under 
 _^j-^> the firm name of E. Eaphael & Sons, are the owners 
 
 and holders of five t ho usand shares of the common 
 
 ' " capital stock of said company of like par value, and 
 
 -^^ ^^ your orator Eric Carrington Smith, is the owner and 
 holder of four hundred shares of the common capital 
 stock of said company of like par value, all of which 
 shares stand in the names of your orators respectively as 
 aforesaid on the books of said company, and that your 
 orator William Henry Queade is the owner and 
 holder of two hundred shares of the preferred 
 capital stock of the said Erie Kailway Company, 
 of the par value of one hundred dollars each, being 
 parcel of the preferred stock of said company, here- 
 inafter more particularly described or reterred to, 
 ^ which preferred stock is standing in the name of your 
 orator William H. Queade, on the books of said 
 company, and that your orator Charles Burt, is the 
 owner and holder of twenty shares of like preferred 
 capital stock of said company, for which he holds cer- 
 tificates for such shares in due form, and signed by the 
 proper officers of said company, with power of attorney 
 authorizing the transfer of such shares to your orator 
 the said Charles Burt, duly executed by the persons in 
 whose names such shares stand registered on the books 
 of said company, and which shares your orator the 
 said Charles Burt is entitled to have standing in his 
 
8 
 
 name on the books of said company, but has been pre- 7 
 vented therefrom by the wrongful refusal of the said 
 company to allow such transfer to be made to him 
 upon his demand duly made therefor. 
 
 And that all the stock of said Company by 
 tliera held and owned as aforesaid was pur- 
 chased and acquired by your orators in good faith in 
 the usual course of business, and for full and valuable 
 consideration by them advanced and paid therefor, being 
 the current market value of the stock of said Company at 
 the respective times of their said purchase and acquisition 
 thereof, and that all such stock standing in the names of 
 your orators respectively as aforesaid, was duly and regu- 
 larly transferred to your orators upon the books of said 
 Company and certificate** in due form for the said shares 
 respectively, subscribed in behalf of the said Company by 8 
 its proper officers in that behalf, to wit., its President 
 and Secretary, were upon such transfers duly issued and 
 delivered to your orators, and are still held by them ; and 
 that all such transfers to your orators and stock certi- 
 ficates issued to them were duly accompanied by or based 
 upon the due surrender to said Company for cancellation of 
 due, regular and valid stock certificates of said Company, 
 for a corresponding number of shares which had been 
 theretofore duly issued by said Company as the repre- 
 sentative or evidence of proprietorship of so many shares 
 of its capital stock ; and that your orators in good faith 
 paid the said price and consideration for said stock bo by 
 them purchased and acquired, upon faith of the said certi- ^ 
 ficatcs for said several shares duly issued by said Com- 
 pany, as aforesaid, and the transfers of such shares duly 
 entered upon the Company's books and duly permitted 
 by it, as aforesaid, and the new certificates so issued to 
 your orators, and that to the best knowledge, informa- 
 tion and belief of your orators, the persons from whom 
 they purcha?:ed said shares of stock were bona fide 
 holders tliereof, for value, who had acquired the same in 
 the due and regular course of business. 
 
 And your orators further show unto your Honors 
 that the eaid The Eric Eailway Company is and at 
 the several times hereinafter mentioned, was a railroad 
 
4: 
 
 10 corporation, created and ors^anized by and under the 
 provisions of certain Acts of the Legislature of tlie 
 State of New York hereinafter referred to, and owning 
 and operating a railroad extending from Dunkirk, and 
 likewise from Buffalo, on Lake Erie, in the State of 
 Now York, to Piermont and to Newburgh, on the Hud- 
 son river, in said State, and between such points run- 
 ning tlnvuigh tiie State of iS^ew York, except for about 
 twenty-six miles of said route, where the line of said 
 road runs throngli the State of Pennsylvania, and 
 likewise controllingr, by means of leases or otherwise, 
 and possessing and operating, a line of railroad extend- 
 ing from its main line aforesaid to Jersey City, in the 
 
 11 State ot New Jersey, opposite to the city of New York, 
 with a ferry connection to the last named city, and 
 thus practically possessing and operating a continuous 
 lino of railroad from the city of New York to Dunkirk 
 and Buffalo, on Lake Erie. 
 
 That before the organization of the said The Erie 
 Riilway Company, the said continuous line of railroad 
 last mentioned, excepting tiie branch connecting Buffalo 
 with the main line running from Dunkirk, was owned, 
 possessed and operated as aforesaid by the New oik 
 & Erie Railroad Company, a company incorporated by 
 the Legislature of the State of New York, entitleti " An 
 Act to incorporate the New York & Erie Railroad Com- 
 
 12 pany," passed April '24, 1832. 
 
 And upon information and belief your orators further 
 show, that in the year 1S60, the said New Y'ork and 
 Erie Railroad Company, having become insolvent, 
 and an action having been instituted against the 
 said New York and Erie Railroad Company, in the 
 Supreme Court of this State, on behalf of the trus- 
 tees, for the holders of the bonds secured by a certain 
 mortgage upon the ])roperty and franchises of said 
 company, known as the Eifth Mortgage, for the fore- 
 closure of said mort^i-aoje, and the sale of said railroad, 
 and franchises of the New York and Erie Railroad Com- 
 pany, a foreclosure and sale of the property and fran- 
 chises of the said last mentioned company was made 
 under an Act of the Legislature of the State of New 
 
5 
 
 Yorlc, entitled " An Act relating to the foreclosure and 13 
 sale of the New York and Erie Railroad," passed April 
 4, 1800, wherein and whereby, amonj^ other things, it 
 was enacted that in the event of the foreclosure and sale 
 of the said New York and Erie Railroad, under certain 
 mortgages enumerated in said Act, such sale should be 
 made subject to certain liens and mortgages mentioned 
 in said Act ; and in case the same should be purchased 
 by Dudley S. Gregory and J. C. Bancroft Davis, trus- 
 tees under a certain agreement before made by the said 
 company and its creditors, said parties were empowered 
 to associate with enough others to constitute with such 
 purchasers seventeen persons, who should constitute a 
 body corporate, to be called the Erie Railway Company; 
 and tliat upon such associates filing in the office of the 
 Secretary of State articles of association, as prescribed 
 by the said Act, the association should become a body 
 corporate, to be known as the Erie Railway Company, 
 and should possess all the rights and franchises by the 
 law conferred upon the New York and Erie Railroad 
 Company. The said associates were in and by the said 
 Act required tospecify, in the said articles of association, 
 the number of sliares of capital stock of said company, 
 and the par value of each share, and whether any, and 
 if so, what portion of said stock was preferred stock ; 
 and it was in and by said Act farther provided and en- 
 acted that the Avhole amount of stock of the said Erie 1^ 
 Railway Company, should not exceed in amount the 
 capital stock of the New i ork and Erie Railway Com- 
 pany, and the debt of said last named company, not 
 secured by mortgage lien upon the said railroad prop- 
 erty and franchises at the time of such sale; and the 
 said Act fnrther provided that the unsecured and judg- 
 ment creditors of the New York and Erie Railroad 
 Company might, in addition to the stock so authorized 
 to be created by the Erie Railway Company receive for 
 their respective debts preferred stock of the said Erie Rail- 
 way Company ; that after the passage of the Act last above 
 set forth, a sale was made of the property, rights and 
 franchises of the New York and Erie Railroad Company 
 
6 
 
 1 6 Tinder a decree of the Supreme Court of the State of New 
 York, for the foreclosure of the said fifth mortgage, pur- 
 suant to the provisions of the said Act ; and the said 
 Dudley S.Gregory and J. 0. Bancroft Davis, as trustees 
 lis aforesaid, became the purchasers thereof at said sale 
 pursuant to the provisions of the said Act. That after the 
 paid sale, namely, on the 2d day of April, 1861, a further 
 Act was duly passed by the Legislature of the State of 
 New York, entitled An Act in addition to the Act rela- 
 ting to the foreclosure and sale of the 'New York and Erie 
 Railroad, passed April 4, 1860," wherein and whereby 
 it was and is provided and enacted that the said Dudley 
 S. Gregory and J. C. Bancroft Davis, and such persons as 
 
 17 '^i6y m'ght associate with them, pursuant to the provisions 
 ol the said Act of x\pril 4, 1S60, sliould become a body 
 corporate, as provided by said Act, upon filing articles of 
 .issociation as provided bysaid Act, in which the common 
 c apital stock of the said new company should be stated at 
 fin amount not exceeding the outstanding capital stock 
 <>i the New York and Erie Railroad Company, and 
 the preferred capital stock of the said Company sliould 
 he stated to be equal to the amount of the total unse- 
 cured and judgment debt of the New York and Erie 
 Railroad Company, with interest thereon; and that the 
 par value of each share of said preferred stock, and of 
 said common stock should be one hundred dollars. The 
 
 18 said last mentioned Act further provided for the issue of 
 ^aid preferred stock to the said unsecured and judgment 
 creditors of the New York and Erie Railroad Company, 
 who should present their claims within a certain time 
 tor the ascertainment, by the Trustees, of the amounts of 
 their respective claims, and for the adjudication thereof 
 by a reference in case of dispute ; and farther provided, 
 that upon the comingin of the final report of the Referee, 
 the Erie Railway Company sliould file with the Secretary 
 of Slate a further certifi;jate, stating the whole amount of 
 preferred stock issued, and to be issued, which it was de- 
 clared by said Actshould not exceed the aggregate amount 
 of debts ascertained by said Trustees, or adjudicated by 
 said Referee ; and it was in and by the said Act further 
 
provided, that the arnonnt of preferred and unproferred 19 
 stock of the Erie Railway Company should be respec- 
 tively as declared in SJiid certiticates. That after the 
 passage of the said Act of April 2, 186J, tlie said 
 Dudley S. Gres^ory and J. C. Bancroft Davis, and their 
 asaociates, duly organized as a corjiorarion, nnder the 
 name of the Erie Railway Company, y)ur8uant to the 
 jirovisions of the said Act, passed April 4, 18(^i0, and of 
 the said Act, passed April 2, 18(11 ; and the said Dudley 
 S. Gregory and J. C. Bancroft Davis conveyed to the said 
 Erie Railway Company all the property and franchises 
 purcliased by them, as hereinbefore set forth ; and the said 
 Dudley S. Gregory and J. C. Bancroft Davis and their as- 
 sociates, on or about the 30th day of June, ISH), made 
 and filed in the oflice f»! the Secretary of State articles (>f 
 association, as prescribed by the said Acts of April 4, 
 18(iO, and April 2, 1861, in which articles of association it 
 was stated that the ca]»ital stock of the Erie Railway Com- 
 P'ny was divided into common and preferred ; that the 
 common stock was one hundred and tiltee'i thousand 
 five luinrlred shares, of the par value of one hundred 
 dollars eacl), being equal to the outstanding ca})ital stock 
 ol the Kew York and Erie Railroad Company, and that 
 the whole amount ot the pi eterred stock was to be equal 
 in amount to the total unsecured and judgment debt i<( 
 the New York and Erie Railroad Company, with interest 
 thereon, when asci^rtained, pursuant to the provisions ot 
 the said Act of April 2, 18 il ; that by a subsequent Act 
 of th.e Legislature ot the State of jScw York, entitled 
 " An act concerning the Erie ' 'ailway Company," passed 
 on March 28, 1862, the time limited t.y thf previous Acts 
 witinn which the holders of unsecured bonds of the New 
 \ ork and Erie liailroad Company, or of couj)ons upon 
 such bonds, maturing prior to January 1st, ls62, or of 
 judgment debts recovered of said company before the 
 sale, might convert their respt^cuve claims into preferred 
 stock ot the Erie Railway Company, was extended t(^ the 
 Isi ot July, 1862, and tiie time within wliich the holders 
 ot stock ot the New \«>rk and Erie Railroad Company 
 might convert tliesame into common stock of the Erie 
 Railway Company was also extended to the 1st of July, 
 
8r 
 
 22 1862, payment of the assessment of two and a-halfper 
 cent, being required in each case; and the ErieKailway 
 Company was in and by the last-mentioned Act re- 
 quired, after the 1st day of July, 1862, to file in 
 the ofiice of the Secretary of State a statement of 
 the whole amount of ihe stock of the said Erie 
 Kailway Company, both common and preferred, out- 
 standing and issued, upon that day; that the whole 
 amount of the capital stock of the New York and Erie 
 Railroad Company did not at anytime exceed 115,500 
 shares of $100 each ; and the amount of the total un- 
 secured and judgment debt of the said New York and 
 
 23 Erie Eailroad Company, with interest thereon, did not 
 at the time of the said sale of the property and franchises 
 of the New York and Erie Eailroad Company, or at tlie 
 time of the organization of the Erie Railway Company, 
 as hereinbeffore set forth, exceed the sum of §8,555,000, 
 and that the whole amount of stock, both common and pre- 
 ferred, which the Erie Railway Company was authorized 
 to create, pursuant to the several Acts of the Legislature 
 hereinbefore set forth, did not exceed 201,000 shares, of 
 $100 each. That on or about the sixteenth day of Janu- 
 ary, 1862, the said Company, pursuant to the provisions 
 of the said Act of April 2, 1861, filed in the ofiice of 
 the Secretary of State a certificate, stating that the otfi- 
 cial report of the Referee mentioned in said Act, had 
 
 2^ come in, and that the whole amount of the preferred 
 stock in said Company, issued and to be issued by said 
 Company , was $8,423,675.50 ; and on or about the 
 eighteenth of November, 18:]2, the said Company, in 
 pursuance of the provisions of said Act of March 28, 
 1862, filed in the ofiice of the Secretary of State a 
 further certificate, which states that the general capital 
 stock of the aaid Company, outstanding and issued, on 
 the first day of July, 1862, was 114,^75 shares of $100 
 each, 625 shares of the common stock of the New 
 York and Erie Railroad Company not having been 
 presented for exchange; and that the amount of the 
 preferred stock at the same date was $8,535,700, and 
 that no further or other certificate of the amount of the 
 
stock of said Company has been filed in the office of 25 
 said Secretary of State ; that afterwards, on the fourth 
 day of May, 186i, another Act was duly ])assed 
 b}'' the Legislature ot the State of Now York, entitled 
 
 An Act ill addition to an Act entitled * Aii Act 
 concerninoj the Erie Riilway Company, passed Mircli 
 L'S, tl)at in and hy the said Act of May 4, 1S6J-, 
 
 the Erie Hail way Company was authorized and em- 
 powered to increase its cipital stoclc tivo millions of 
 dollars, for the purpose of constructinor (jej)its, macijino 
 shops, and other buildings necessary f )r the business of 
 the road ; to complete its terminus at h^\)<i; Doc'c, oppo- 
 site the City of New York; to provide additional equip- 
 rnenf, and for laying double tracks; and the said 
 company was, in and by the said last montione 1 Act, 
 further empowered to increase its capital stock by am 
 amount not exceeding three millions in all, for the pur- 
 pose of paying and cancelling certain bonds issue 1 to 
 the Comptroller of the State of New York: as by the 
 said documents and ccrtiHcates heretofore referred to, 
 reference thereunto being had, will more fully appear; 
 but that since the passiigo of said Act of May 4, ISGi, 
 the said company, by an agreement with the hoi lers 
 thereof, procured the time of payment of the bondg 27 
 therein mentioned to be ext(mded utitil the year one 
 thousand eight hundred and ninetj^-sovcn, and, there- 
 fore, the three millions of dollars of additional st(^ck 
 mentioned in said Act not being required for the i)urpo30 
 for which it was authorized, tlie said company has not 
 issued the same, and has no longer j)ower or authority to 
 issue the same. 
 
 Tliat on the 31st day of December, 1805, the total 
 amount of c;ij)ital stock issued by die said Erie Pwailway 
 Company, as appears by the stock books of said com- 
 pany, and by the annual report of tho condition and 
 operations of said company, made by the directors of 
 said company to its stockholders for the year ending 
 the 31st of December, 18G5, and publislictl by said 
 company, was 251, OjS shares of $100 each, making 
 2 
 
10» 
 
 28 the total capital stock of the said company §25,105,800 ; 
 which amounts ot stock consisted of $8,535,700 of pre- 
 ferred stock, and $16,570,100 of common stock, said 
 amount of common stock being composed ot $11,550,000, 
 or thereabouts^ of common stock which had been issued 
 and exchanged for that Hmount of the stock of tlie New 
 York and Erie Railroad Company, and .$5,000,000, or 
 thereabouts, of common stock wliich had been issued 
 subsequently to the passage of said Act of May 4th, 
 1864. 
 
 And your orators further show that the preferred stock 
 aforesaid, by the terms and conditions under which it 
 was issued, is entitled, in preference over the common 
 
 29 stock, to dividends up to the rate of seven per cent, per 
 annum, payable semi-annually out of the nett savings of 
 said railroad, provided there be such nett earnings dur- 
 ing the current year after payment of mortgage interest. 
 
 And your orators turther show unto your honors, 
 that at an election of Directors of the said The Erie Rail- 
 w,aj Company, held in the month of October, 1>"67, the 
 following named persons were elected to be such Direc- 
 tors for the term of one year then next following, that is 
 to say : John S. Eldridge, Jay Gould, James Fisk, Jr., 
 Frederick A. Lane, Henry Tliompson, Levi Underwood, 
 Josiah Bardwell, Eben D, Jordan, James S. Wliitney, 
 William Evans, Alexander 8. Diven, J. C. Bancroft 
 
 30 Davis, Homer Kamsdell, Dudley S. Gregory, William 
 B. Skid more, Frank Work» and George IVL Groves. 
 
 And upon information and belief your orators furtiier 
 show, that of such persons, the first named nine, being a 
 majority of the board, had not previously been Direc- 
 tors, exce})t the said Lane, who iiad first come into the 
 board one year previously. 
 
 That the said election in October, 1867, was the result 
 of a combination in which the chief movers were the 
 said John S. Eldridge and the defendants Jay Gould, 
 James Fisk, Junior, and Frederick A.Lane; and the 
 election of said new members, all of whom were in accord 
 and confederated for a common purpose, in place of an 
 equal number of the then existing board who were dis- 
 
placed, was accomplished by the said Eldridge, Gould, 
 Fisk and Lane, and their confederates chiefly or entirely 
 by illegitimate means, viz. : by the purchase of proxies 
 for voting, and by borrowing or purchasing and holding 
 for the briefest possible period, shares oi stock in order 
 tiiat the same might stand in the names of some of said 
 confederates or parties acting in concert with them, or 
 whose proxies they could obtain, on the day of closing 
 the transfer books pre]>aratory to the election, although 
 such shares might be returned or resold and parted with 
 immediately afterwards and delivered by means of 
 handing over the stock certificate with power of attorney 
 to transfer ; and the plan and scheme with which said 
 confederates started their operations, and which they 
 were enabled to accomplish by the machinery aforesaid, 
 was to obtain the control of a great corporation without 
 any substantial or real proprietorship in any considerable 
 portion ot its stock, in order that such ccmtrol might be 
 made subservient to tlie private gain and advantage of 
 said confederates, without the least regard to the interests 
 ot such corporation, or the equitable rights of its real 
 shareholders. 
 
 That the chief iirimediate object of the said confede- 
 rates in obtaining the control of said corporation at that 
 lime, was to commit the said company to engagements 
 of large amounts in aid ot a very specnlative and hazard- 
 ous raih'oai enterprise, viz., the bnilding ot a railroad 
 known as the Boston, IJarttord & Erie Ivailroad, in which 
 said confederates or sonje of them, and particularly said 
 Khlridge, were then largely interested, which object was 
 accomplished almost immediately after said election by 
 means oi' a resolution ot said new Board of Directors 
 puipr^rting to bind the Erie Railway Company to a 
 guaranty of bonds of the Boston, Hartford and Erie 
 Railroad Company to the amount ot five njillions of dol- 
 lais, and which bonds, purporting to bear such guaranty, 
 ttx^ cuted on behalf ol said Erie Railway ('omi>any, under 
 tlie direction of siiid now Board of Directors, or of an 
 Executive Committee, composed of some of its meinhere, 
 were subsequently piic into circulation. That the ulte- 
 
12 
 
 31 rior dcsic^ns for their personal interests of the combination 
 tliiis obtaining the control of the Erie Railway Company 
 at the election in October, 1S67, beyond the said gnar- 
 anty ot the bor.ds of the Boston, Hartford and Erie 
 Railroad, had not matnred or were not developed 
 until some months snbseqnent to the said election. 
 
 And your orators further show, that the said Boston, 
 Hartford and Erie Railroad Company has recently fallen 
 into ^reat pecuniary discredit, and failed in its pay- 
 ment?, and thatattachments for large amounts have been 
 issued against it by its creditors. 
 
 And your orators lurtlier show, that upon an investi- 
 gation recently made under some authority in the State 
 of Massachusetts, into the affairs of tlie Boston, Hart- 
 ford and Erie Railroad Company it has been developed, 
 and your orators upon inibrmation and belief charge the 
 truth to be, that the money by means of which the said 
 Gould, Fisk, Lane and Eldi idge were enabled to accom- 
 plish the election of tiiemselves and their confederates 
 as directors of the Erie Railway Company, in October, 
 l^Glj was furniabed and supplied for the purpose by the 
 Boslon, Hartford and Eric Railroad Company. And 
 upon information and belief your orators allege that 
 shortly before the said election in October, 18G7, a large 
 sum ot money belonging to the Boston, Hartford and 
 
 36 Erie Railroad Company', amounting, as your orators un- 
 derstand, to seventy thousand dollars or thereabouts, 
 was placed in the hands of said Jay Gould to 
 bo by him applied to purchasing proxies for voting 
 at such electioi), and otherwise in iurthcranco of so 
 controlling such election as to elect thereat the said 
 Eldridgo, Gould, Eisk and Lane, and those then in 
 alliance with them, and that said Gould accordingly so 
 usod and applied such money, save so much there f as 
 he may have kept for himself, and that it was by means 
 of the use of such money of the Boston, Hartford and 
 Erie Railroad Compariy, that the election in October, 
 18G7, of said Eldridge, Gould, Fisk, and Lane and their 
 confederates to be directors of the said Company was 
 ftccomplished, and the same would not and could not 
 
IS 
 
 have been accomplished but for the moans thus used. 37 
 And your orators charge that t!ie furnishing of such 
 money by the Boston, Hartford and Erie Railroad 
 Company, the use tliereof for the purpose of controlling 
 such election, and the accomplislunent by means thereof 
 of the election of the said Eldridgc, Gould, Fisk, and 
 Lane, and their confederates, and the said subsequent 
 guarant}^ of five million dollars of the bonds ot the Bos- 
 ton, Hartford and Erie Railroad Company, by or in the 
 name of tlie Erie Railway Company in virtue of the 
 action of the Board of Directors of the Erie Railway 
 Company elected by the means aforesaid, were all parts 
 of a fraudulent conspiracy to which said Eldridge, Gould- 
 Fii^k, and Lane were pai ti es , by which it was arranged be 08 
 tween them and the other confederates tliat the pecuniary 
 means for so controlling and accomplishing such election 
 should be furnished bj the Boston Hartford and Erie 
 Railroad Company, and that in return eras compensation 
 for being thus furnished with the means of foisting them- 
 selves into the said Board of Directors, the said Gould, 
 Fisk and Lane should betray their trust and duty as di- 
 rectors by voting and using their influence in favor of 
 such guaranty of the bonds of the Boston, Hartford and 
 Erie Railroad Company, by or in the name of the Erie 
 Railway Companj^ to the prejudice and in disregard of 
 its interests, and that the said Gould, Fisk and Lane, 3ii 
 after giving such return to the power which had been 
 the means of their election, should find their own com- 
 pensation for their services in the premises in such per- 
 sonal advantages as they could obtain for themselves by 
 means of their trust and power as such directors ; and that 
 all the said schemes of the said confederates were event- 
 ually carried out to the satisfaction and great profit of 
 all of them. 
 
 And upon information and belief your orators further 
 state, that iu the month of February, IbGS, the ultimate 
 purposes of tiie combination wdio had obtained control at 
 the last preceding election, as yet remaining fur the most 
 part unexecuted as aforesaid, the condition of the said 
 
14 
 
 Erie Eailway Company, in respect of its indebtedness 
 and share capital, was substantially as follows : 
 
 First mortgage bonds $3,000,000 
 
 Second mortgage bonds , 4,000,000 
 
 Third mortgage bonds. 6,000,000 
 
 Fourth mortgage bonds 4,441,000 
 
 Fifth mortgage bonds 926,500 
 
 Sterling bonds, being bonds not secured by 
 mortgage, prepared for negotiation in Eu- 
 rope to the amount of about five millions 
 of dollars, of which there had been negoti- 
 ated about 81000,000 4,000,000 
 
 • Preferred stock ,.\ 8,536,910 
 
 41 Common stock, about 24,265,000 
 
 making in the whole about §18,360,000 of mortgage 
 bonds, about $4,000,000 of unsecured bonds, about 
 $8,500,000 of preferred stock, and about $24,250,000 of 
 common stock — this increased amount of common stock 
 over the amount of such stock existing at the close of 
 the year 1865 being attributable, as your orators are 
 informed and believe, to an issue of such stock to the 
 amount of $5,000,000, or thereabouts, upon a transac- 
 tion in the year 1866 between the said Company and 
 Daniel Drew, its former Treasurer, who made large 
 cash advances under a special agreement, and on Avhose 
 behalf it was claimed, as your orators understand, 
 
 42 that such stock, or a large part thereof, had been issued 
 in exchange for convertible bonds of said Company, and 
 to further issues of common stock between December, 
 1865, and February, 1868, to the amount of $1,89-I,0u0, 
 or thereabouts, upon the conversion of other convertible 
 bonds and in exchange for bonds or stock of other Cor- 
 porations consolidated with or whose roads were leased 
 to The Erie llailway Company. That up to this time, 
 viz., February, 1868, the said Company had not 
 only met the interest upon its bonds, but had also 
 paid regular cash dividends upon said eight and a 
 half millions of preferred stock at the rate of seven per 
 cent, per annum, and had also paid dividends, although 
 not regularly, upon its common stock ; and the market 
 
15 
 
 value of its common stock, and at which sales of such 43 
 common stock in large quantities could be readily made^ 
 was betweeu seveuty and eighty per cent., giving to the 
 whole amount of its common stock then issued and out- 
 standing a market value of from seventeen to nineteen 
 millions of dollars, or thereabouts. 
 
 That at this time the said Company owned and had 
 in full and successful operation its continuous line of 
 railroad from Dunkirk and Buffalo to Newburgh and 
 Piermont, and likewise by means of the roads in New 
 Jersey leased and otherwise controlled by it as aforesaid, 
 and its ferry above mentioned, held and maintained, the 
 extension and connection of its said main line to and with 
 Jersey City and New York City, and had other branch 
 roads and extensiv^e and valuable business connections, 
 and was substantially, though not nominally, the owner 
 of a very extensive and valuable property at its Jersey 
 City terminus, known as the Long Dock property, hav- 
 ing a large water front and very costly and valuable im- 
 provements, the said Long Dock property standing in 
 the name of a corporation known as the Long Dock 
 Compan}^ but the Erie Kail way Company being the 
 lessees thereot and the chief stockholders of the Lone: 
 Dock Company ; and likewise at this time, viz., February, 
 18(38, the said The Erie Railway Company owned the 
 very large and valuable rolling stock and equipment requi- 
 site for the successful operation of its said main line of 45 
 road and the several branches thereof, and held and 
 owned extensive machine shops, depots, and other struc- 
 tures proper for use in and about the maintenance and - 
 operation of its road and the conducting of its business, 
 and as your orators are informed and believe, at this 
 time the main road, operated by the said Company, was 
 four hundred and fifty nine miles long, and the branches 
 and leased roads which it operated were three hundred 
 and fourteen miles long, and it had u})on its main line,' 
 double track to the extent of three hundred and sixty-two 
 miles or thereabouts, including sidings, and by means of 
 the operation of its entire road and branches as aforesaid, 
 t the said Company was then in receipt of a very large in- 
 
16 
 
 46 come, the average gross earnings of said Company for 
 the three yesLVS then last past having been about fifteen 
 millions of dollars per jear. 
 
 And upon information and belief your orators farther 
 show unto your Honors tliat in the said month of Febru- 
 ary, 1SG8, the said defendants, Jay Gould, Jasnes Fisk, 
 Junior, and Frederick A. Lane, combining and confede- 
 rating together, and with certain others of the directors 
 of the said the Erie Kailvvay Company, devised and put 
 in execution the scheme of making further large issues 
 of common stock of the said company, under color of tlie 
 authority, by them alleged in that behalf to be conferred 
 by the tenth subdivision of the twenty-eighth section of 
 the general railroad act of the State of New York, en- 
 titled "An Act to authorize the formation of railroad cor- 
 porations,and to regulate the same," passed April 2, 1850, 
 and which they claimed to be applicable to the Erie 
 Railway Company, notwithstanding the special provi- 
 sion of the above mentioned statutes, under and in ac- 
 cordance with which the Erie Railway Company was 
 created ; by which said tenth subdivision of said twenty- 
 eighth section of the general railroad law it: is provided 
 [that the corporations thereby referred to shall have 
 [power " from time to time to borrow such sums of money 
 as may be necessary for completing and finishing, or 
 operating their railroad, and to iseue and dispose of their 
 43 bonds for any amount so borrowed, and to mortgage 
 their corporate property and franchises to secure the 
 payment ot any debt contracied by the company for the 
 purposes aforesaid; and the directors of the company 
 may confer on any holder of any bond issued for money 
 borrowed, as aforesaid, tlio right to convert the principal 
 due or owing thereon into stock of said company, at any 
 time not exceeding ten years from the date of said bond, 
 under such regulations as the directors may see fit to 
 adopt." 
 
 And in execution of such plan and scheme the said 
 confederates caused to bo made and executed, in the 
 name and on behalf of said company, the bonds of said 
 company to the amount of five millions of dollars, pur- 
 
17 
 
 porting therein to confer upon the liolder thereof the 49 
 right to convert the principal sntn specified therein into 
 stock of the said company, and tliercnpon made a pre- 
 tended issue and negotiation of said convertible bonds to 
 some of the said diiectors or their confederates, and 
 immediately, or almost immediately thereaftei', and on 
 or about the nineteenth day of the said month of 
 February there was made a co;i version, or pretended 
 conversion, of the said live millions of dollars of bonds 
 into stock of the Erie Railway Coinpany; and on the 
 basis of such coiiversion or pretended conversion of 
 said bonds, there were issued by and in the name of the 
 Eiie Uailvvay Oompauy, by procuremeut, and under the 50 
 direction of said Gould, Fisk and Lane, and their con- 
 federates, certificates for common stock of the said com- 
 pany to the atnoiint of fifty thousand shares, or five 
 million dollars, whicli stock was thereupon put upon the 
 market and sold to hona file jmrchasers. And y<>ur 
 orators further show that, as they arc informed and be- 
 lieve, the only consideration which the said cotnj)any 
 really or truly received for the five millions of convert* 
 ible bonds issued as aforesaid, was so received fn^in and 
 out of the proceeds of the sale of the said fifty thousand 
 shares of stock, into which such bonds were converted 
 or pretended to be converted; that your orators are 
 ignorant as to the exact aniount realized by the said 51 
 Gould, Fisk and Laiie, and their confederates, as 
 proceeds of the issue and sale of sin'd fifty thousand 
 shares of stock, and as to tho met'iods and forms by 
 them adopted for and in respect of such sale, and 
 the accounting, or pretended accountiuij, t ) s lid company 
 for the consideration of the issue of such five millions of 
 convertible bonds or the stock into which tho sanic were 
 converted, but they are informed and believe and 
 charge, that the amount which was by them accounted 
 for or pretended to be acc<>unted for to said company 
 in that bohalf, or which said coini)any in any way re- 
 ceived in respect thereof, did not exceed 11^ pin- cent, 
 of tho par value thereof, or tho sum of $i,o25,000 
 3 
 
18 
 
 52 but that in fact a much larger sum than this 
 was directly or indirectly received and realized 
 therefrom by the said Jay Gould, James Fisk, Junior, 
 and Frederick A. Lane, and by their confederates by 
 or with their procurement or concurrence, and that 
 divers methods of indirection, evasion and fraud, with 
 the particulars of which your orators are unacquainted, 
 were by them adopted in order to cover up and conceal 
 the said excess, and deprive the said company of the benefit 
 thereof, and enable t li e said confederates to retain the same 
 for their private profit and advantage, and your orators 
 ^3 are likewise ignorant as to the proportions in which said 
 Gould, Fisk and Lane shared between themselves the 
 amount thus wrongfully withheld by them from the 
 company ; but your orators charge that the said Gould, 
 Fisk and Lane respectively are legally and equitably 
 accountable to the said company, not only each of them 
 for the share of such fraudulently withheld moneys 
 which each of them received and retained for himself, 
 but likewise for the share thereof received by the other 
 two or either of them, in combination and confederacy 
 with him as aforesaid, and likewise for all portions of 
 such withheld moneys received or retained by any others 
 54 of the said confederates, or by any person or persons 
 whomsoever, by his procurement or direction, or with 
 his concurrence or assent. 
 
 And upon information and belief your orators 
 further show that in or about the month of March, 
 eighteen hundred and sixty-eight, there w^as issued 
 and put upon the market and sold to hona fide 
 purchasers an additional fifty thousand shares, or five 
 millions dollars in amount, of the common stock of the 
 said Erie Railway Company, and that, as your orators 
 believe, the same was done under the following circum- 
 stances, viz. : the said Gould, Fisk and Lane and their 
 confederates, having determined upon the issue of such 
 further quantity of stock by the before mentioned ma- 
 chinery of issuing convertible bonds and converting the 
 same into stock, had caused to be prepared and executed 
 
19 
 
 in the name and as on behalf of said Company its bonds 55 
 for five millions of dollars, purporting therein to confer 
 upon the holder thereof the riglit to convert the same 
 into an equivalent amount at par of the capital stock of 
 said Company, and said convertible bonds were delivered 
 into the hands of and pretended to be issued to some 
 person or persons acting in confederacy with the said 
 Gould, Fisk and Lane and their associates in said enter- 
 prise, but no money was actually loaned or advanced to 
 said Company upon said bonds, nor any consideration 
 whatever received by said Company for the issue or de- 
 livery by it of said bonds as aforesaid ; that the inten- 
 tions of the persons then in control of said Company to 
 make such further issue of its stock through such ma- 56 
 chineryof convertible bonds became known or suspected, 
 . and an injunction to restrain such issue of stock was 
 granted by the Supreme Court of the State of New York, 
 and duly served, but that the defendants Gould, Fisk and 
 Lane, with full notice of such injunction, determined 
 notwithstanding and in violation of the same, to carry out 
 their design of making such further issue of stock, and 
 accordingly the said James Fisk, Junior, with the advice, 
 connivance and concurrence of said Gould and Lane, 
 caused to be filled out certificates for such additional fifty 
 thousand shares ot stock, using for the purpose stock 
 certificates which had been signed in blank by Alexander ^'^ 
 S. Diven, the Yice-President, and Horatio N. Otis, the 
 Secretary of said Company, for the purpose of being used 
 upon ordinary transfers of the existing stock ot the Com- 
 pany ; that two hundred and fifty of said certificates were 
 for one hundred shares each of the capital stock of said 
 Company, and certified that the firm of Smith, Gould, 
 Martin and Company, a firm ot stock brokers, of which 
 the defendant Jay Gould was then a member, were the 
 owners and holders of the stock mentioned in the said 
 certificates ; that two hundred and fifty others of said 
 certificates were for one hundred shares each of the capital 
 stock of said Company, and certified that the firm of 
 Fisk, Belden & Company, a firm of stock brokers, of which 
 
.80 
 
 , 08 the defendant James Fisk, Junior, was a member, were 
 the owners of the stock mentioned in the said certiicates 
 and thereupon, by the procurement and direction of the 
 said Jaj Goukl and James Fisk, Junior, combining and 
 confederating with the said Lane and others, the said 
 stock certificates, purporting to represent such fifty 
 thousand shares of the capital stock of said Company, 
 were put upon the market in the City of New York, and 
 sold and deli\^ered to hona fide purchasers, who pur- 
 chased and paid for the same, believing the same to rep- 
 resent valid and hona fide shares of the capital stock of 
 the Erie Railway Company; that such certificates were 
 in the usual form of certificates of stock of the said Com- 
 
 '59 pany, bore the genuine signatures of the proper officers, 
 and upon their tace appeared to be genuine certificates 
 for valid shares of said stock, and that powers of attorney 
 in the usual form to transfer the stock mentioned in said 
 certificates, respectively, were endorsed upon the said 
 certificates, respectively, and signed by the said firm of 
 Smith, Gould, Martin & Company, or Fisk, Belden & 
 Company, in whose name such stock appeared by the cer- 
 tilicate to stand ; that the said certificates, and the stock 
 purporting to be represented thereby, were sold in part 
 hy Sinith, Gould, Martin & Co., and in part by Fisk, 
 
 ^0 Belden <fe Co., and the price upon such sales of said fifty 
 thousand shares of stock by the procurement and direc- 
 tion of said Gould and Fisk combining and conlederating 
 with the said Lane and others, as aforesaid, was about 
 eighty per cent, ot the par value thereof, or the sum total 
 of -t^jO JOjOOO ; that only a portion of this amount, viz., 
 $3,625,(100, or ai: the rate of seventy-two and a half per 
 cent, for the stock was ever paid over, or in any way 
 accounted for to the said The Erie Railway Company, and 
 the residue of such proceeds, being the sum of $375,000, 
 was wroni;fiilly letaincd and withheld from said comj)any 
 by the said Gould and Fisk, in combination and con- 
 federacy wit'.i said Lane and others: your orators are 
 ignorant as to the proportions in which said Gould, Fisk 
 aud Laue shared between themselves the amount thus 
 
wronn^fnlly withhold from the company, or as to how 
 much of said biuh they may have paid over to otlier 
 persona their confederates, but yonr orators charo^o tliat 
 divers methods of indirection, evasion and fraud, with 
 the particulars whereof your orators are unacquaintec^ 
 were by them adopted in order to cover np and conceal 
 the true character of the said transaction, and tl)o 
 amount realized therefrom ])y the said Gould, Fisk and 
 Lane and their confederates, for their personal use and 
 benefit ; and your orators char^re that the said Gould, 
 Fisk and Lane, respectively, are legally and equitably 
 accounta- le to the said Erie Railway Company not only 
 each of them lor the share which he actually retained 
 to i)imself or received from the excess of the actual pro- 
 ceeds of the sale or disposal of the said last mentioned 
 fifty tliousand shares of stock over and above the seventy- 
 two and half per cent of the par thereof which was ac- 
 counted for to the said company, but likewise for the 
 shares of such excess retained or received by the other 
 two or either oF thein in combination and confederacy 
 with him as aforesaid, and likewise for all such portions 
 of said excess as were received or retained by the said 
 firms of Smith, Gould, Martin and Co., and Fisk, Belden 
 & Co., respectively, or by any of the confederates of the 
 said Gould, Fisk and Lane, or by any other person or 
 persons whomsoever by the procurement or with the 
 connivance concurrence or assent of the said Gould, 
 Fisk and Lane, or either of them. 
 
 And upon their information and belief, your orators 
 further state, that at the time when the said stock certi- 
 ficates for tiie said last mentioned fifty thousand shares 
 of stock were sold, and the money received from bona- 
 fide purchasers tor the fifty tliousand shares of stock pur- 
 porting to be rejn-esented thereby as aforesaid, neither 
 the said Jay Gould, James Fisk, Junior, Smith, Gould, 
 Martin & Co., or Fisk, Belden & Co., nor any other per- 
 son or persons whomsoever had paid or given, nor had 
 the Erie Railway Con»pany in any way received, any 
 consideratiou whatever for the 50,000 shares of stock 
 
22 
 
 64 pnrpnrtins^ to be represented thereby, and that the 
 only basis or pretended basis for the holdinc; of said fifty 
 thousand shares of stock by the said Smith, Gould, Mar- 
 tin Co., and Fisk, Belden & Co., respectiv'ely, was 
 . the above mentioned $5,000,000 of convertible bond?, 
 which in the same month of March had been ex- 
 ecuted and delivered by or in the name of said company 
 as aforesaid, but for which no consideration whatever 
 had been received ; and that the said fifty thousand shares 
 of stock represented by the said certificates in the names 
 of Smith, Gould, Martin & Co. and Fisk, Belden & Co., 
 as aforesaid, were pretended to be based upon conversion 
 into such stock of such five millions of dollars of con- 
 
 <^>5 vertible bonds, and upon nothing else, but that in fact 
 no consideration had been received by the Erie Railway 
 - Company either for such convertible bonds or for such 
 stock until after such stock was sold and disposed of by 
 said Fisk and Gould and their confederatesthrough Smith, 
 Gould, Martin & Co. and Fisk, Belden & Co., as afore- 
 said, and that nothing was ever received by said com- 
 pany therefor in any way or manner whatsoever, other- 
 wise than from and out of the proceeds of such sales of 
 said stock, and that the wliole amount of the proceeds of 
 such sales was, when received, the property of the Erie 
 Railway Company, and should have been accounted for 
 and paid over to it, and that whatever portion of such 
 proceeds was in any way, directly or indirectly, or upon 
 any pretext or allegation whatsoever, withheld from de- 
 livery and payment over to the Erie Railway Company, 
 was so withheld wrongfully and fraudulently, and that 
 all parties concerned in such withholding are accounta- 
 ble and liable to said company for the amount so with- 
 held. 
 
 And your orators further show, that the one hundred 
 thousand shares of new stock of the Erie Railway Com- 
 pany issued in February and March, 1868, under the 
 circumstances above 'set forth, have been from time to 
 time sold and resold, and dealt in, in the New York 
 market and elsewhere, and have from time to time 
 
23 
 
 been purchased, received and paid for by bona fide 67 
 purchasers as genuine and reguhir stock of the said 
 Company without knowledge or notice of the circum- 
 stances under which such stock was oiiginally issued, 
 or of any circumstance alfecting the validity thereof; 
 and said shares have been Irom time to time transferred 
 and re-transferred on the books of said Company, and 
 have become so mingled with the original stock of the 
 said Company antecedently issued that, as your orators 
 are informed and believe, the same cannot now be dis- 
 tinguished or separated Irom such prior stock, and that 
 the said Company, under the management and direction 
 of the persons who control its affairs, and of those who 
 have controlled the same since February and March^ 
 1868, has continuously recognized the said one hundred 
 thousand shares as genuine stock of the said Company, 
 And your orators, upon their information and belief, 
 further show, that almost immediately after the above 
 mentioned transaction of issuing the said 50,0U0 shares 
 of stock in March, 1868, in violation of the injunction 
 aforesaid, the said Gould, Fisk and Lane, with certain 
 of their confederates who had participated in such trans- 
 action, in order to avoid the l^^al consequences of the 
 acts which they had thus committed and the punish- 
 ment therefor which they had cause to appreheml, and 
 in order to withdraw the pecuniary fruits of the said 
 operation from the jurisdiction of the Courts of the State 61) 
 of New York, fled from the City ot New York, carrying 
 with them many millions of dollars, the property of the 
 Erie Ilailway Company, being proceeds of such 100,000 
 shares of stock, or of such convertible bonds under pre- 
 tence ot exchanging which such stock had been issued, 
 and established their quarters in Jersey City, and so re- 
 mained established for many weeks, keeping with them 
 there the saitl money, save so nmcli thereof as they from 
 time to time wasted, spent and wrongfully disposed of, 
 and until finally they succeeded, by the fraudulent and 
 lavish use of a great amount of the money of said Com- 
 any and by other corrupt and iraudulent means, in ef- 
 
 i 
 
70 fecting such arrangements as that they deemed it safe 
 again to trust their persons in the city of New York, 
 when they returned thereto, and were relieved from all 
 embarrassments on account of their violation of said in- 
 junction by the imposition of a nominal fine of §10 
 each, or some such proceeding. 
 
 That during such period, the said Gould, Fisk and 
 Lane, and their said confederates, maintained in their 
 employment, with a view to their personal protection 
 against the consequences of tiieir illegal acts aforesaid, a 
 large number of paid guards and defenders, and also 
 hired and employed large numbers of persons for the 
 purpose of obtaining immunity for such acts by means of 
 
 71 ledslative action in the States of New York and New 
 Jersey respectively, and also in negotiating and accom- 
 plishing such arrangements otherwise as would enable 
 them to return to the city of New York without being 
 punished for their said acts ; and that all the expenses by 
 them incurred in these several ways, as also divers other 
 expenses to an enormous amount, which grew out of and 
 were occasioned by their said wrongful acts, the parti- 
 cular nature whereof your orators cannot more fully 
 specify, but which they cl^irge were in no sense legiti- 
 mate or lawful charges against the said company nor 
 properly payable out of its tunds, were paid out of the 
 
 72 funds of the said Erie Railway Company by the direc- 
 tion and procurement, and with the connivance and 
 assent of the said Gould, Fisk and Lane, and their con- 
 federates aforesaid ; and your orators, upon tneir informa- 
 tion and belief particularly say, that during the period 
 aforesaid the said Jay Gould went to the city of Albany 
 where the Legislature of the State of New York was 
 then in session, taking with him directly or indirectly 
 for use there, or having placed under his control, so tiiat 
 the same could be made use of by dralt or c'loclc drawn 
 from thence, a large amount of the moneys and funds of 
 the Erie Railway Company, am junting, as your orators 
 are informed and believe, to several hundred thousand 
 dollars, and which they believe was part of the proceeds 
 
25 
 
 of the said ono hundred tlioasand shares of new stock 73 
 or $10,000,000 of convertible bonds, whicli money 
 was intended to be used, and as your orators be- 
 lieve and ciiarge, was in fact used, hy the said Jay 
 Gonld, with the advice and concurrence of the said Fisk 
 and Lane and other of tlieir said confederates, for tiie 
 purpose of directly or indirectly irfluencing and obtain- 
 in<r leizislalive action from the said Lci^islature in further- 
 aiicc of the views and objects of the said Gouhl, Fisk 
 and Lane and their conteJeratcs, and with a view to 
 obtaining immunity for their misdeeds in lespect to the 
 issue of such converlible bonds and stock and the trans- 
 actions connected therewith, 'md for other uses and pur- 
 ]iosfc3 which were wholly illegitimate, and not legal 
 or proper charges against the Erie Railway Com- 
 pany or its funds, and that the moneys of the 
 said company thus wrongfully used and applied 
 have never been refunded to it, nor h.as there 
 been any legal or valid accounting to said com- 
 pany thereh>r, and your orators charge that by 
 reason of their said conduct respectively, and of the said 
 confederacy, the said Gould, Fi^k and Laije are, and 
 each of them is, justly and legally accountable to tije 
 said company for the whole amount of the moneys of 
 the said company thus illegally and wrongfully expend- 
 ed or used, by the hands of whichsoever of them the 
 particular use or expenditure may have been in fact 
 made, and that they are, and each of the?n is legally lia- 
 ble to said compafiy tor the whole amount of such mon- ^5 
 eys, with interest tliereon. 
 
 And your orators further show unto your Honors that 
 the issuiuir of the said convertible bond-, and of the said 
 one hundred tliousand shares of stock into which ihe same 
 were converted, was substantially legalized by an Act of 
 theLegislature of the Slate of New York entitled, ''An Act 
 in relation to the Erie, New York Central Ilntlson River 
 and Harlem Railway Companies," passed April 21, 186S, 
 by which Act it is declared (Section 1.) ns follows: ** It 
 shall be lawful for the Erie Railway Company to use the 
 4 
 
2d 
 
 T6 iiiOD^y realized from the convertible bonds issued by the 
 said company, on the 19th day of Febrnary, and on the 
 third day of March, 1868, the said bonds amounting in 
 all to $10,000,< 00 for the purpose of completing, fur- 
 nishing, and operating its railroad, and for no other pur- 
 pose. Nothing in this Section contained shall affect any 
 right of action of any person against any officer or agent 
 of the Erie Eailway Company, nor shall it affect any 
 action or proceeding now pending save as herein ex- 
 pressly provided, nor shall anything therein contained be 
 held or construed to affect any liability civil or criminal 
 ot any officer or agent of the said Erie Railway Com- 
 pany or of any other person. The use of the moneys 
 in this Section mentioned by any officer or agent of said 
 Railway Company, for any other purpose than as is herein 
 mentioned, shall be a felony, punishable upon conviction 
 thereof by imprisonment in the State prison, for not less 
 tlian two nor more than five year?." 
 
 And upon information and belief your orators further 
 show unto your Honor tliat in the c-pi ing or summer of the 
 year 1868, the said Gould, Fisk and Lane, entered into 
 and carried on negotiations with the said John S. EM- 
 ridge, the then President of the Erie Railway Company, 
 to the end and for the purpose of inducing the said El- 
 d ridge to retire from such Presidency, and leave the con 
 
 78 trol of the said company entirely in the hands, or sul ject 
 to the direction of said Gould, Fisk and Lane, in con- 
 sideration of great benefits and advantages to be granted 
 ^0 said Eldridge, or to the Boston, Hartford and Eiie 
 Railroad Company, wherein lie was largely interested, 
 from and out of the funds and credit, and at the cost 
 and risk, of the Erie Railway Company; in pursuance 
 and as the result of which negotiations, it was finally 
 arranged and agreed b^'tween said parties that the sM 
 Eldridj^e should resiun his Presidencv, and that the Erie 
 Railway Company should purchase the bonds ot the 
 Boston, Hartford anil Erie Railroad Company to some 
 very large amount, and as the plaintiff's believe and 
 charge to the amount of $5,000,000, or there- 
 
m 
 
 about8, and in execution or part execution of 79 
 such arrangement, the said John S. Eldrido^e, 
 in or about the inontii of July, 1868, resigned 
 the Presidency of tlie said Erie Railway Com- 
 pany, and the said Jay Gould was thereupon at or)co 
 made Presidont in his place ; and at or about the same 
 time the said Gould, Fisk and Lane secured the control 
 ot the executive committee ol said company by becom- 
 ing three ot its Hve n^embers ; and in turther part-execu- 
 tion ot the said arrangement the Erie Railway OomDany, 
 by the procurement or direction, or with the assent or 
 concurrence ot said Goubl, Fisk and Lane, purchased 
 such bonds ot the Boston, Hartford and Erie Railroad 
 Company, to tlie amount of tive millions of dollars, at 80 
 such price as had been agreed on therefor, the exact 
 amount whereof is unknown to your orators, and paid 
 tor the same either partly in cash from the funds of the 
 Erie Railway Company, and partly in the accept- 
 ances of said company, or wholly in such acceptances, 
 and that all such acceptances of the Erie Railway Com- 
 pany as were given lor such bonds of the Boston, Hart- 
 ford and Erie Railroad. Company were eventually paid 
 out of the funds ot the Erie Uailway Company with the 
 assent and concurrence, and under the management and 
 direction of said Gould, Fisk and Lane, and of each of 
 (hem, as your orators are informed and believe, 81 
 
 And your orators as they are advised and believe, 
 charge that the said transaction of purchase of bonds of 
 the Boston, Hartford and Erie Railroad Company, and 
 payment for the same out of the funds of the Erie Rail- 
 way Company was illegal and unauthorized, and beyOnd 
 the corporate powers of the Erie Railway Company, and 
 in violation of the duty of all the directors and otiicers 
 i>f the Erie Railway Company who concurred therein 
 or assented thereto, and that as your orators are intormed 
 and believe, as a tinancial measure, such purchase was 
 improvident and disa^^trous, and eventuated in a large 
 loss to the Erie Railway Company, part of which loss 
 was manifesteil by a direct sale of the bonds at much 
 less than cost, and other part of said loss was covered up 
 
28 
 
 82 and concealed by means of the sale, or pretended sale, of 
 such bonds, at prices appearing to show no loss, or but a 
 small one, but which sales, or pretended sales, were in 
 fact but jxarts of other contracts and arrancrements be- 
 tween the Erie Hallway Company and the parties who 
 were induced to purchase such bonds, and no-niiuilly 
 allow such price therefor, by reason of other stipulations 
 of the same arrangement which were greatly to the bene- 
 fit and advantage of the said otiier parties so purcliasiug, 
 said bonds, and imoosed ^ro it burden and loss upon the 
 Erie R iilway 0.'->:T!pany, but your orators cannot more 
 particularly specify the details of the transactions by wiiich 
 the Erie Railway Company ultimately sold or disj^osed 
 of such bonds of the Boston, Ilartford and Erie Railroad 
 Company. 
 
 And your orators upon their information and belief, 
 expressly charge that the aforesaid illegal, unauthorized, 
 i:iiprovident and disistrous purchase of the bonds of the 
 Boston, Flartford and Erie Railroad Company, by the 
 Erie Railway Company, was made with the concurrence 
 and assent of said Gould, Fisk and Lane, and of each 
 of them, and tliat although it may be true that at some 
 stages of the proceedings in which the said Eldridge was 
 endeavoring to bring about suc^h purchase of said bonds 
 by the Erie Railway Company, the said Gould, Fisk 
 and Lane op'posed him therein, they did afr.erwards 
 gj_ withdraw such opposition, and yield to the making of 
 such purchase, and that they were induced so to do, 
 knowing it to be not only illegal but gieatly prejudicial 
 to the pecuniary interests of the Erie Railway Company, 
 from the corrupt and fraudulent motive on their part of 
 thereby inducinfj; the said Eldrido^e to resio;n his Prcsi- 
 dency and withdraw from further active interference in 
 the cofnpany's affairs, and of their being conserpiently 
 enabled to bring about the substitution of said Gould as 
 Presideiit, and the acquisition of the complete practical 
 control of said company by said Gould, Fisk, and Lane ; 
 and that at the time when such negotiations which 
 finally resulted in such purchase of the Boston, Hart- 
 ford and Erie Railroad Company's bonds and the retire- 
 
M 
 
 ment of said Eld ridge from the Presidency, were going 85 
 on, the said Gould, Fisk, Lane and Eldridge, had so far 
 concentrated in their own hands the power of manage- 
 ment and control of the said The Erie Railway Com- 
 pany, that the other directors, except the immediate 
 friends of said Eld ridge, had little influence, and most of 
 them were in great measure ignorant of what was trans- 
 piring in relation to the company's affairs, and almost 
 wholly so as to what was intended. 
 
 And your orators, upon their information and belief 
 further show, that at or about tlie same period when the 
 above mentioned negotiations between said Gould, Fi^k, 
 Lane and Eldridge were going on, the said Gould, Fi^k, 
 Lane and Eldridge were also engaged in negotiations fi^' 
 for obtaining the settlement, discharge and discontinue 
 ance of certain suits and litigations, in which they were 
 invulved,and to which or some of which the sitid 
 com pan}', which they practically controlled as afore- 
 said was a party, which suits had grown out of the 
 above uientioined acts and proceedings relating ro 
 the 810,000,000 of convertible bonds and stock issued 
 in February and March, 1S6S, and other illegitimaie 
 and wrongful acts and proceedings of the said four 
 parties and their confederates in and about the 
 affairs of the Erie Railway Con)pany, and such ne- 
 gotiations also iiad reference in very large measure 
 to the supposed fact that one Cornelius Vanderbilt, a 
 capitalist of great wealth and much power, was sustain- 87 
 ing and promoting said suits and litigations, although 
 his name did not appear therein as a party ; and it was 
 also an object of said Gould, Fisk and Lane in such nego- 
 tiations to induce the withdrau-al from said Board of 
 Directors of Frank Work, one of its members, who was 
 hostile to them and their projects, and understood to be 
 in alliance with the parties who were carrying on and 
 promoting the said adverse suits and litigations. 
 
 That the said Gould, Fisk, Laneand Eldridge brought 
 tliese negotiations also to the point of an arrangement 
 which was so far satisfactory to them, as that they were 
 content to enter into it, and it was accordingly carried 
 
30 
 
 88 out and put in execution in or about the month of July, 
 1868, and that by such arrangement the said Gould, Fisk 
 and Lane obtained tlie discontinuance and withdrawal 
 of the said adverse suits and litigations, which had been 
 occasioned solely by the wrongful, illegal and fraudulent 
 acts of tliemselves and their confederates — their own 
 personal relief from accountability in and by means 
 of such suits for their wrongful conduct and for the mo- 
 neys of the Erie R lilway Company which they had 
 illegally retained — the withdrawal of said Frank Work 
 from the Directorship — and the quieting of the opposition 
 of said Cornelius Yanderbilt to the then past and pro- 
 posed future spoliation of the Erie Railway Company's 
 funds, property and credit by 'and on the part of said 
 Gould, Fisk and Lane and their confederates: all which 
 ends and objects were in the interest and for the private 
 and personal gain and advantage of the said Gould, Fisk 
 and Lane and their confederates, and were not for the 
 benoiit or in the interest of the Erie Railway Company 
 but such ends and objects were accomplished by said 
 Gould, Fisk and Lane, not at all at their own cost, 
 but solely at the expense and risk of the Erie Railway 
 Company, and mainly if not entirely by the payment of 
 an enormous amountof money from the funds of the Erie 
 Railway Company to the parties with whom such settle- 
 ment was effected as tiie consideration for such settle- 
 ment, and for the personal pbjects and advantages thereby 
 secured to said Gould, Fisk and Lane and their confede- 
 rates, but not in payment or discharge of any legal claim 
 or demand existing against The Erie Railway Company 
 in favor of such parties or any of them. 
 
 And your orators upon their information and belief 
 specify the following named payments, as having been 
 in the carrying out of the aforesaid arrangement, made 
 out of the funds of the Erie Railway Company, by or 
 under the procurement, arrangement, direction, and con- 
 trol of said Gould, Fisk and Lane respectively and their 
 confederates, or with their concurrence or assent, that is 
 to say : 
 
 1. The sum of $421>,0U0 or thereabouts paid in settle- 
 ment of a suit of one Richard Schell, and in compro- 
 
81 
 
 mise or discharge of some claim made by him, which 
 suit was solely occasioned by and fonnded upon the 
 wrongful acts of thesaid Gould, Fisk, Lane and Eldridge 
 and their contederates, and which claim, so far as it 
 existed, was against such parties or some of them per- 
 sonally, and was not a le^^al or valid demand against 
 the Erie Uaihvay Company. 
 
 2. The payment to said Cornelius Vanderbilt of a 
 bonus or subsidy of $1,000,000, which was not for 
 or upon account of any legal claim or demand of said 
 Vanderbilt against the Erie Railway Company, hut was 
 fonnded and made upon considerations and motives per- 
 sonal to the said Gould, Fisk, and Lane, and their con- 
 federates. 02 
 
 3. The purchase from said Cornelius Vanderbilt of 
 60,000 shares of stock of the Erie Railway Com- 
 pany at the rate of seventy per cent, of its par value or 
 thereabouts, and at a price greatly exceedino; the then 
 market value of such stock, for which 50,000 
 shares there was paid to the said Vanderbilt from the 
 funds of the Erie Railway Company, the sum of 
 $3,500,000 or thereabouts, which purchase of said 
 stock, by or on behalf of said Company, was not 
 only wholly illegal and unauthorized, but grossly 
 improvident, wasteful and fraudulent, and eventu- 
 ated in a very large loss to the Erie Railway Com- 
 pany upon its ultimate sale and disposition of such stock; 93 
 but as to the exact amount of such los^> your orators are 
 ignorant. 
 
 And your orators further show unto your Honors, that 
 as they are in formed and believe there were, upon occasion 
 of the settlement last aforesaid, and in connection there- 
 with, or otherwise at about the same period, divers other 
 large sums of money paid from the funds of the Erie Rail- 
 way Company, by or under the procurement, management, 
 direction and control of the said Gould, Fisk and Lane re- 
 spectively and their confederates, or with their concurrence 
 and assent, for uses and purposes which were in no wise 
 
32 
 
 94 legitimate, proper or legal charges against or payments 
 for proper account of the Erie E,ailway Company, but 
 were for the personal benefit or advantage of the said 
 Gould, Fisk and Lane respectively, or their confederates ; 
 and that at about the same time as your orators are in- 
 formed and believe, a further considerable sum of money 
 amounting to between twenty and fifty thousand dollars, 
 as your orators believe, was wrongfully received out of 
 the funds of the Erie Railway Company by said Gould 
 and Fisk, or by one of them, professedly for or on 
 account of some alleged claim or demand of said Gould 
 and Fisk, or one of them, against the Erie liailway 
 Company, which claim or demand was wholly illegal 
 and unfounded; but your orators are unable to give any 
 more particular statement in relation to the several 
 wrongful payments out of the funds of the Erie Railway 
 Company herein last above mentioned. 
 
 And your orator further show unto your Honors, as 
 they are informed and believe, that the said Gould and 
 Fisk have subsequently alleged and pretended that the 
 several payments hereinbefore mentioned, as having 
 been made out of the funds of the Erie Railway Com- 
 pany in July, 1868, in connection with the settlement 
 of tlie said suits and litigations, and on the said arrange- 
 ment with Cornelius Yan^erbilt, were not made or con- 
 curred in by the said Gould and Fisk, and particularly 
 80 in respect of the said payments to Cornelius V"ander- 
 bilt, and tha*" under such allegati )!i said Gould and 
 
 96 Fisk or one of them, have caused to be brought In the 
 name of the Erie Railway G)inpan7, some suit or pre- 
 tended suit aijainst said Yanderbilt to recover back the 
 amount so paid to himor some part tliereof ; but your 
 orators upon their information and belief charge that all 
 such allegations of said Gould and Fisk are unfounded 
 and^untrue, and that in truth and fact all such payments 
 were made with the full acquiescence and concurrence 
 and in part at least, with the active intervention of said 
 j Gould and Fisk, and particularly that at the time of such 
 j payments made as aforesaid in settlemoat of the suit 
 
33 
 
 and claim of Richard Scliell, and of the said eeveral 97 
 payments to Cornelius Yanderbilt, the said Jay Gould 
 was the treasurer of the said The Erie Railway Company 
 and as snch had the custody of its funds, and was and is 
 legally responsible for the ilue use aful applicition of 
 such funds, or at least responsible for uses made thereof 
 with his concurrence or acquiescence, which lie at tlio 
 time knew to be illegal, unauthorized or fraudulent ; 
 and that said Gould, as such Treasurer, participated in 
 actively making the said payments to said Vanderbilt, 
 and in settlement of said suit and claim of said Sciiell, 
 and as such Treasurer endorsed over and deli vered, or 
 concurred in delivering to snch parties, the checks l)y 9^ 
 which sucli payments were made, which were drawn 
 against funds in bank belonging to the said Erie Rail- 
 way Company, and that he did so, well knowing that 
 such payments were unauthorized, illegal and frau- 
 dulent, and with full notice and knowledge that said 
 Yanderbilt and Schell, resjiecti vely, had no such legal 
 or valid demands against The Eiie Railway Company as 
 to legitimate such payments to them, and that in fact 
 such payments to said Schell and Yanderbilt, respec- 
 tively, were made as part and parcel ot the consum- 
 mation of the above stated illegal, corrupt and fraudulent 
 arningement to which the said Gould, Fisk and Lane, 
 and their confederates were parties as aforesaid, and 
 whereby they made great gains and profits to them- 
 selves. 
 
 And your orator?, upon their information and belief, 
 further show unto your Honors, that in or about the said 
 month of July, 186"^, DaniLd Drew, who had until then 
 been treasurer of the said Erie Railway Company, 
 resigned that office, and thereupon the said Jay Gould 
 was made treasurer in his place ; and thereupon, or 
 shortly thereafter, the said Jay Gould, as such treasurer, 
 received from said former treasurer, cash funds of the 
 said company to a very large amount, and as your ora- 
 tors are informed and believe, to the amount of more 
 than §5,500,000, nearly all of which was procoedd of 
 5 
 
100 tlie above mentioned $10,000,000 of convertible bonds 
 or 100,000 shares of new stock issued in February 
 and March, 1808, and that, as your orators are 
 informed and believe, in addition to the large sums thus 
 passing into his hands, and besides the current receipts 
 of the company from its earning>«, the said (-rouldjas such 
 treasurer, received at some time between the time of 
 his succeeding to that office in July, 1868, and the elec- 
 tion of Directors in October next following, a large sum, 
 amounting, as your orators are informed and believej 
 to about the sum of $ 1 ,000,000, from the proceeds of 
 negotiation of sterling bonds, so called, of said com- 
 pany, which remained on hand when said Gould became 
 treasurer. 
 
 And yonr orators, upon their information and belief, 
 further show unto your Honors, that from the time of the 
 retirement of said Eldridge from the presidency of said 
 company, and the said substitution of said Gould in his 
 place in July, 1868, until the annual election of Direc- 
 tors in the succeeding October, (as well as subsequent to 
 such election as herein afterwards stated,) the said Gould 
 Fisk and Lane had practically in their own hands the 
 entire control, direction and management of the atiairs 
 of the said company and of the funds and property 
 thereof. 
 
 That in or about the said month of July, 1868, the 
 said James Fisk, Junior, was made Comptroller of the 
 102 said Erie Railway Company,and taking thereupon to him- 
 self the powers formerly exercised by the Auditing Com- 
 mittee of the Board of Directors, he exercised, and has 
 thenceforth hitherto continued to exercise, except in so far 
 as said Gould and Lane may have participated therein, 
 control over the auditing, allowance, and disallowance of 
 bills and claims against the Company; the said Jay Gould 
 united in his own person the offices of President and 
 Treasurer, and having supreme control over the Com- 
 'pany's funds, except in so far as the said Fisk and Lane 
 may have participated therein, he made such uses there- 
 of, from time to time, as would best serve the ends and 
 
1 
 
 35 
 
 aims of himself and his confederates, the said Fisk and 103 
 Lane, and the said Lane, at ah«">ut the same time, was 
 made, and has thenceforth continued to be, the counsel 
 of said Company, with the addition of large powers to 
 those previously exercised by the counsel of the Board, 
 and to the exclusion of the advice and experience of Mr. 
 A. 8. Diven, and Mr. J. (J. lUincroft Davis,members ot the 
 Board, who w^ere of the legal profession, and who until 
 then were often advised witli as to numy of the legal 
 qiie:tions affecting the Company. 
 
 Thatduring the said period from July to October, 1868, 
 the Board of Directors of said Company held no meeting 
 whatever, and had no participation in themanacjementand 
 control of the affairs of the said Company, but whatever 104 
 uf such control was not exercised by the said Gould, Fisk 
 and Lane in their said oHices of President, Treasurer, 
 Comptroller and Counsel, was exercised by them as the 
 controlling and always co-operating majority of the ex- 
 ecutive committee, Mr. Thompson and Mr. Davis, the 
 other two members of the executive committee, being by 
 said Gould, Fisk and Lane systematically kept in great 
 measure ignorant of the important doings of said com- 
 mittee, and no full or proper minutes of the proceedings 
 of said executive committee being by them allowed to be 
 kept by Mr, Otis, the Secretary of the Company, who 
 was the proper otHcer for that purpose ; and during said 
 period the said Gould, Fisk and Lane system:itically and 
 designedly kept from the knowledge of the other Direc- 105 
 tors of the Company the more important acts and doings 
 of said executive committee and especially such of their 
 proceedings as were directly in the private and personal 
 interests and in promotion of the private, seltish and 
 fraudulent schemes of the said Gould, Fisk and Lane. 
 
 That in anticipation of the approaching regular annual 
 election of Directoi*3 of said Company, to be held in Oc- 
 tober, L^()S, the said Gould, Fisk and Lane contrived a 
 scheme for causing themselves and such other persons only 
 as they should name and choose for the purpose to be 
 elected Directors of the said Company at such next elec- 
 
36 
 
 tion, and in order to carry ont such scheme they resorted 
 to and put in execution divers illegitimate and Irandulent 
 tricks and devices, amongst whicli were the following, 
 viz. : 
 
 Having made such arrangements as that at a given 
 date, a very large amount of stock sliould stand on the 
 books in the names of tliemselves and their confederates 
 and of persons Avhose proxies for voting they could se- 
 cure by purchase or otherwise, tliesaid Gould, Fisk and 
 Lane, by an order made or assumed to be made by them, 
 in the mere exercise of their power as a majority of the 
 Executive Committee, without the knowledge of the 
 other members of said Committee, and without any ac- 
 tion or knowledge of the Board of Directors, or the 
 knowledge of any member of such Board save them- 
 selves, and without any previous public or general notice 
 whatever of an intention so to do, did suddenly close the 
 stock transfer books of said Company on the 19th day of 
 August, being about sixty days prior to tlie annual elec- 
 tion, and at least thirty days earlier than the By laws of 
 said Company contemplated, or the stockholders antici- 
 pated, or than had been the usage of said Company, or 
 than was for any lionest or useful purpose necessary; and 
 they pretended to keep such transfer books closed from 
 that time until the election, so as that during such 
 period no stock could properly be transferred into the 
 name of any person so as to enable him to vote thereon, 
 or to prevent the eame from being voted on by the person 
 in whose name it may have happened to stand at the 
 time of closing the books ; but that, as your orators are 
 informed and believe, translers were during such period 
 by the said Gould, Fisk and Lane permitted and caused 
 to be secretly made in certain cases where such transfer 
 would increase the voting power of themselves and their 
 confederates, although transfers were not permitted in 
 any other case. 
 
 That such acts had been done and such arrangements 
 made by the said Gould, Fisk and Lane and their con- 
 federates, that whcu the transfer boojis were suddenly 
 
37 
 
 closed in manner aforesaid, there stood on the books of 109 
 said Company in the names of themselves and their busi- 
 ness firms and of their confederates, the following named 
 amounts of the stock of said ('ompan}-, viz., in the name 
 of Fisk, Belden & Co., 18,300 shares; in the name of 
 Fisk, Bradford & Co., 25,000 shares; in the name of 
 Smith, Martin & Co., 1,800 shares; in the name of 
 Smith, Gould, Martin & Co., 74,800 shares ; and in the 
 name of another firm, the control of whose proxies for 
 voting thereon at said election the said Gould, Fisk 
 and Lane acquired by some private arrangement with 
 them, the particulars whereof are unknown to your 
 orators, 33,740 shares, making in all 153,640 shares of 
 stock, the voting power on which at such election waB 110 
 controlled by said Gould, Fisk and Lane, being more 
 than one half of all the stock eventually voted on at such 
 election, the whole amount so voted on being 274,784 
 shares. 
 
 And your orators further show upon their information 
 and beh"ef that, although at the time of the closing of 
 said transfer books, there then stood in the names of the 
 respective firms with wliich said Gould and Fisk, were 
 connected, such stock to the nominal amount of nearly 
 $12,00O,i;00, the s;iid Gould and Fisk as to much 
 the greater proportion thereof had not, nor had their 
 said firms any substantial or beneficial ]»roprietorship 
 of such stock, but that they had cau'-ed the same so ^ 
 to stand in their names at that particular time, by the 
 same having been originally issued in their names 
 for the purpose of sale and retained in such name 
 n )twith3tanding sale thereof and delivery made bylianding 
 over certificates and powers of attorney, and by the 
 befbie mentioned process of bori-owing or purchasing, 
 and holding for the briefest possible period such stock in 
 order that the same iniglit stand in their names at the 
 closing of the transfei- books, nntu ithstanding such shares 
 might be returned or resold and parted with immediate- 
 ly afterwards and delivered by means of handini^ over 
 tlie Stock Certificates with power of attorney to trans- 
 fer, and tiiat such of said stock as in fact belonged to the 
 
1 12 eaid Gould and Fisk, or their said firms or any of them, 
 
 liad in great part been acquired by the use, in some form 
 Hirectly or indirectly, of the money of the Erie Railway 
 (Join p any. 
 
 And your orators further show, as they are infortued 
 and believe, that said GouUJ, Fi?k and Lane, in order 
 tliat they might at all events carry out their said scheme 
 of electing a Board of Directors of their own choosing, 
 had likewise caused to be prei)ared and executed in the 
 name of tJie Erie Railway Company, a further issue of 
 convertible bonds to the amount of many millions of dol- 
 lars, and made a pretendeJ issue and delivery thereof, 
 and had likewise caused to be prepared and executed 
 certificates for a great amount of stock into which sucli 
 
 113 bonds were proposed to be converted, with the design 
 and purpose of voting upon tlie new stock thus proposed 
 to be created, if the same should be necessary in order 
 to control the then approacliing election, and that tliey 
 forebore actually to create such new stock only for the 
 reason that, without it, they were enabled by their other 
 tricks and devices, to cast votes enough to control the 
 said election. And your orators, as they are informed 
 and believe, further show, that shortly before the hold- 
 ing of the said election, the said Gould, Fisk and Lane, 
 having secured to themselves the power of controlling 
 the election, caused to be prepared and presented for 
 signature to several of the persons whom tiiey proposed 
 to elect as directors, a paper by wliich such persons 
 should pledge themselves to support the policy of said 
 Gould, or resign their Directorship, which paper w^as 
 signed by several such per3ons, and they were elected 
 as directors under said pledge. 
 
 And your orators further show, as they are informed 
 and believe, that the said Gould, Fisk and Lane, or one of 
 them, were enabled to and did vote at such electiou upon 
 a large number of shares in virtue of proxies for voting 
 which they purchased from parties in whose name the 
 stock stood, and that in many of such instances such 
 parties were not the actual owners of the stock thus 
 standing in their names, but had previously parted with 
 
30 
 
 the eame, and made delivery thereof by handinc: over 115 
 the certificate with power of attorney to transfer. And 
 yonr orators helieve and charii^e that the price which 
 was paid for the said proxies was derived directly or in- 
 directly from tlie funds of the Erie Railway Company. 
 
 And your orators further sliow unto your Honors, that 
 at tlie election held in October, 18G8, under the circum- 
 stances above sot fortli, the said Gould, Fisk and Lane 
 caused the tollowiug named persons to be elected direc- 
 tors ot the Erie Hailway Company for the then ensuing 
 year, that is to say: Jay Gould, James Fisk, Junior, 
 Frederick A. Lane, William M. fweed, Peter B. 
 Sweeney, Daniel S. Miller, Jun., Alexander S. Diven, 
 George M. Diven, Homer Kamsdell, John Hilton, 
 George M. Groves, John Ganson, Charles G. Sisson, O. 
 W. Chapman, J. C. Bancroft Davis, Henry Thompson, 
 and William B. Skidmore. That as your orators are 
 informed and believe, the said J. C. Bancroft Davis and 
 William B. i>kidmore, when they came fully to under_ 
 stand the purposes ot the said Gould, Fisk and Lane, re_ 
 sii^ned their ofhces as directois. That immediately upon 
 the said election being made, a meeting of the said 
 Hoard of Directors was held at which the only business 
 transacted was to elect Jay Gould President, Alexander 
 S. Diven, Vice President, James Fisk, Junior, Comp- 
 troller, and Jay Gould, James Kisk, Junior, Frederick 
 A.Lane, William M. Tweed and Daniel S. Millei', Junior, 
 the Executive Committee, and said persons respectively 
 held such offices until October, 18»-9. That the said Dan- 
 iel S. Miller, Junior, is a brother-in-law of said Gould, 
 and wholly under his inliuence, and the said William M. 
 Tweed was and is in entire accord with the said Gould 
 Fisk and Lane. That your orators believe the said Alex, 
 ander S. Diven to be a person of integrity and good 
 capacity, and of much skill and experience in railroad 
 management, and lie had formerly been an active execu- 
 tive manager of the Erie Railway C()m])any, but thattlie 
 position of Vice President, which was assigned to hira 
 by the said Gould, Fisk and Lane, was a nominal one, and 
 
4iO 
 
 118 under the circumstances, and especially in view of the 
 above mentioned pledge which had been made by the 
 Directors, the said Diven was powerless to thwart the 
 schemes of the said Gould, Fisk and Lane. And your ora- 
 tors, upon their information and belief, further show, that 
 from and after the day of the said election in October, 
 1868, until the election of a new Board in October, 1869, 
 no meeting of the Board of Directors of said Company 
 was held, except in a single instance, where a company 
 with whom a contract was being made absokitely insis- 
 ted, as a condition without which they would not enter 
 into it, that such contract should be ratified by the Board 
 of Directors of the Erie Railway Company, upon which 
 occasion a special meeting of the Board was called for 
 that single purpose, and no other business was transacted. 
 
 And your orators further show, as they are informed 
 and believe, that during the entire year from October, 
 1868, to October, i8t]9, the said Gould, Fisk and Lane, 
 in virtue of their resj.'cctive offices of President, Treas- 
 urer, Comptroller and Counsel, and as tlie controlling 
 majority of the Executive Committee, had in their own 
 hands and exercised the entire, absolute and unchecked 
 control, management and direction of the aflPairs of the 
 
 y)Q said the Erie Railway Company and its funds and prop- 
 erty, and that whatever was done during such period in 
 respect of the said company, its funds and property, its 
 stock and indebtedness, and all its affairs, was by the 
 procurement and direction, and under the complete 
 management and control of the said Gould, Fisk and 
 Lane, and they are responsible therefor, and for the re- 
 sults thereof, as fully as if there had been no Board of 
 Directors. That during such period, not only did the 
 Board of Directors exercise no control as a Board over 
 the management of said company, but the acts and doings 
 of the said Gould, Fisk and Lane as Executive Officers, 
 and controlling members of the Executive Committee, 
 were for the most part kept by them from the knowledge 
 of the individual members of the Board of Directors, 
 except those of them who were upon the Executive 
 
41 
 
 Committee, and those who -were the close allies and con- 
 federates of the said Gould, Fisk and Lane in their 
 Bchenies ot private gain and spoliation of the company, 
 and that excoptins^ those persons, the directors of the 
 company knew little or nothing m.^re of what was going 
 on in its affairs thaa if they had not been directors. 
 
 And your orators iurther show unto your Honors, that the 
 Bnbstantial results of this one year's absolute and un- 
 checked control of the said company, by the said Gould, 
 Fisk and LaTie, are shown by the report made by the 
 said Jay Gould as President, to the stockholders of the 
 Erie Railway Company, bearing date January, 17, 1870> 
 and trom the report of the Erie Railway Company, to 
 the State Engineer and Surveyor of the State of New 
 York, made pursuant to the General Kailroad Act, for 
 the year ending September 30, 18G9, a copy of which 
 report to the said Engineer and Surveyor is annexed to 
 and made part of the lirst mentioned report, made by 
 Jay Gould, President, to the stockholders, the whole of 
 the same having been printed together in panjplilct 
 form, and issued from the Erie Railway Company's 
 printing office, and from such reports appear the tollow- 
 ing results, lor the year ending September oO, lb6D, 
 viz. : 
 
 During such year, the income account of said com- 
 pany is shown to be as follows: 
 
 Gross earnings $16,721,500 Si 
 
 Deduct 
 
 Current expense? §13,718, 0S5 43 
 
 Rents oMeased roads. 824,020 00 
 
 14,542,105 43 
 
 Net earnings S-j ^'^''^.^^^ 
 
 ^^cing 13/,V V- c. 
 
 Paid for interest on mortgage debt.... 1,703,773 00 
 
 $i7j,or- i>i 
 
 showing an apparent surjdus applicable to dividemis, of 
 §475,021 01, which suuj, upon the showing uf tuo said 
 6 
 
42 
 
 124 managers, ought to have been applied to pay a dividend 
 or interest upon the preferred stock, and would be sufB- 
 cient tor such dividend, at the rate of about live per 
 cent ; neverfclieless, the said managers of tlie company's 
 ailairs have not paid such dividend or any cash dividend 
 whatever upon the preferred stock, but have vvitldield 
 the same, and upon the allegation that the surplus earn- 
 ings of the year over and above mortgage interest have 
 necessarily been applied to expenditures for permanent 
 improvement, they, in or about the month ot !N"ovember 
 last declared a dividend of seven per cent, upon the 
 preferred stock, payable in scrip, by which sucii amount 
 is promised to be paid at some future period. 
 
 In respect of the capital account of the said Company 
 the following results appear from the said reports, viz : 
 
 During the said one year from September 30, l'^6>^, to 
 September 30, 1869, the capital of the said Company 
 was increased to the extent of §32,234,700, or 322,3 1? 
 shares of common capital stock of said Company of the 
 par value of one hundred dollars each. 
 
 It is stated in the said report for the year ending Sep- 
 tember 30th, 1869, that at the close of such year the 
 total amount subscribed and paid in of capital stock was 
 S7S,5 i6,9i0, and that the amount of such capital paid 
 in, as per the last annual report for the year ending 
 September 30, 1808, was $46,302,210, showing the 
 increase of share capital during the year to be the 
 amount hereinbefore specified in that behalf. 
 
 It further appears by the said report made to the 
 State Engineer and Surveyor for the year ending 
 September 30, 1869, that no reduction had been made in 
 the funded debt ot said Company during such year, the 
 amount of such funded debt at the close ot the 3^ear Jjeing 
 therein stated to be $23 398,800, being preciselj^ the like 
 amount as at the close of the year then next preceding. 
 
 It is stated in said Report to the State Engineer and 
 Surveyor, that the floating debt of the said Company, 
 according to the report of the year ending September 30, 
 1868, amounted to $4,893,735.81 ; and it is represented by 
 
the said Eeport, that at the close of the year ending Sep- ^27 
 tember 30, ISHO, there was no floating debt ; but joiir 
 orators believe and charge. this latter statement to be un- 
 true, and that in fact there was a considerable floating 
 debt at the close of such year, though yonr orators are 
 ignorant in respect of its amount. 
 
 And if it be true that such alleged floating debt of 
 $l,80<>,'i 35.81 was exringnislu'd during tlie said year, your 
 orators upon their information and belief allege that tho 
 said floating debt was in great ])art illegitimate, and had 
 been created by the illegal, unauthorized, and fraudn- 
 h nt jictti of the said Gould, Fisk and Lane, and their 
 cuiifederaies, and not for any legifimato ^^es or pnrposes 
 of the said, Erie Railway Company ; and moreover, 
 that tliC large atnonnt of cash which the said Jay Gould 
 had leceived from tho late treasurer in July, 1868, as 
 hcjeinbeforo mentioned, and which had not been appro- 
 priated to any legitimate uses of the said Company prior 
 to September 30th, 1868, was mnch more than adequate 
 for the payment of the said alleged amount of floati?)g 
 debt, ^nd your orators further show that by the said 
 report to the State Engineer and Snrveyor for the year 
 ending September 30th, 1868, the expenditures during 
 the said year in ])ermanent improvements of and addi- 
 tion to the Ilailway of said Company, with its appurte- 
 nances, and rolling stock and equipment, which expendi- 
 tures are in said report stated under the head of *'Co8t 
 of Road and Equipment are shown to amount to tho 
 following sums and no more, that is to say: — 
 
 For Graduation and Masonry §807,482 30 
 
 Superstructure, including Iron 1,095^170 59 
 
 Passenger and Freight Stations, Buildings 
 
 ami Fixtures 31,646 59 
 
 Enorine arid Car Houses, Machine Shops, 
 
 Machinery and Fixtures..^ 203,502 26 
 
 Land, Land Damages and Fences 15,359 52 
 
 Locomotives and Fixtures and Snow 
 
 Fluugh.s 43I,2i«5 20 
 
 Passenger and Bai^j^age Cars 153,189 98 
 
 Freight' and other^Cars 834,053 51 
 
 Pavonia and Twenty-third street Ferries. . 200,751 95 
 
 §3,832,451 96 
 
130 amounting in the aggregate to 83,832,451.96 ; upon 
 comparison of which amonnt, with tlie addition of $32,- 
 2 >4,7C0 made to the share capital hy the said Gould, 
 Fisk and Lane during the said year, there appears a de- 
 ficiency of S2$, 402,248. 04, unaccounted for by the said 
 Gould, Fisk and Lane ; and the only pretence ot" account- 
 ing for any part of such deficiency which appears in the 
 said Report to the State Euiiinccr and Surveyor, except- 
 ing the above mentioned item of floating debt alleged to 
 have been extinginshed, is found in one item of $4,813,- 
 001. "8 rippearing in the said Report for the excess of the 
 amount ch.aiged against the old Kew York and Erie Rail- 
 road Company, under tlie head of " cost of road and 
 
 131 ^^^^'1'^^^^"^" ^^^^ close ot the j'ear ending September 30, 
 lbG9, over the amount eo charged at the close of the 
 year ending September 30, 1868. 
 
 In respect of wliich charge your orators say, that they 
 do not understand upon what it is based or to what it 
 refers, but according to the best ot their knowledge, in- 
 formation and belief, they allege that no such amount 
 was ]>aid out during the said year to or upon account of 
 the old New York and Ei"ie Raih'oad Com})any, or upon 
 any obligation by it created, and that it is in no wise a 
 legitimate and proper charge; but that even allowing 
 this item to the said Gould, Fi.-k and Lane, as an accuunt- 
 
 132 ing for so much of the additional share capital by th.cm 
 created during the said year, there still remains a defi- 
 ciency of more than $23,500,000 by them unaccounted 
 for. 
 
 And your orators upon their information and belief 
 further allege, that in fo far as any ])ortion of tiie pro- 
 cecda of the said adoilional share capital created during 
 
45 
 
 the year ending September COtli, i86J>, not accounted 133 
 for by tlio said report to the State Engineer and Sur- 
 veyor, init}' hiivo heen exitenJed upon or lor any |3Vo- 
 perty belonging to or acquired by or for the Erio Hail- 
 way Company, such ex[)enditure3 woio wholly or almost 
 wholly illegal, unantliorized and illegitimate, and that 
 such expenditures weru made by the said Gould, Fisk 
 and Lane, or one of them, in virtue of their power as 
 executive ofiicers and executive committee a3 aforesaid, 
 v;ithout any order or absent of the Board of Directors, 
 and mainly if not entirely for ])urpcses foreign to the 
 k'gitimrite business of tiio company, and many of them in 
 furtherance of the piivate and personal ends and objects 
 ot the said Gould, Fisk and Lanu or some or one of them, 134 
 and il}at such expendituies were for the most part im- 
 provident and wasteful in tlie highest degree, and yield- 
 ed no substantial return or advantage at all commen- 
 surate witli the anmunt expended ; and that the sum 
 total of all such expenditures made, even professedly 
 for tlie company^ account, is but trifling in comparison 
 with the beforementioned enormous unaccounted for 
 deficiency of proceeds ot tlie said new share capital 
 created during the year ending S.'ptetnber 30th, IS60 : 
 but your orators are unable to give any more parti- 
 cular statement in respect of the application or expendi- 
 ture by the said Gould, Fisk, and Lane of the above 
 menti(;ned deficiency. 
 
 And your orators, upon their information and belief, ^^'^ 
 further show nnto your Honors that the before men- 
 tioned increase of the shore capital of sucli Company to 
 the extent of $3-^,000,000 and npwards, in tbe year 
 ending September 30, IS GO, as stated in the said 
 report to the said State Engineer and Surveyor 
 was actually made, and that such additional stock 
 to the extent of over 322,000 shares of SlOO each 
 was actually issued by the said Gould, Fisk and Lane ; 
 that under their management and direction, certificates 
 for suck stock in the usual form of stock certificates of 
 
46 
 
 1*^6 said Company, and bearing the signatures of the proper 
 officers and appearing upon their face to be genuine cer- 
 tificates for valid shares of the stock of said Company 
 have been issued and put in circulation in the usual 
 course of business, and sucli certificates and the stock 
 ])urp:"rting to be represented thereby have been from 
 time to time sold and delivered in the Kew Fork mar- 
 kets and in Europe and elsewhere, to bona fide purchasers 
 who purchased and paid for the same, believing that they 
 were thereby acquiring valid and bona fide shares of 
 stock of the said Company, and that the said shares of 
 stock have been from time to time sold and resold, and 
 dealt in, as aforesaid, and transferred and re-transferred 
 
 137 on the books of the said Company, and that as your ora- 
 tors are informed and believe, the same have become so 
 mingled with the genuine stock of the said Company ex- 
 isting on and prior to September 30, 1869, that they 
 cannot now be distinguished or separated therefrom. 
 
 And your orators, upon information and belief, further 
 state tliat such new stock of the said Company to the 
 amount of tliirty-two millions and upwards, so issued in 
 the year ending September 30, 1869, was created and 
 ])ut in circulation by the said Gould, Fisk and Lane, 
 -j^gg without any resolution of the Board of Directors of said 
 Company, purporting to authorize the same, and without 
 any autliority tlieretor in any way derived from the then 
 existing stockholders, and that such creation and issues of 
 new stock, and all the transactions upon which the same 
 were based or pretended t-) be bused, were made and car- 
 ried on by the said Gould, Fisk and Lane, merely by ihe 
 exercise of their power as executive officers and Execu- 
 tive C(;mmittee, as aforesaid ; and that for the most part 
 such issues of new fetock were made by the said Gould, 
 Fisk & Lane secretly, and such new stock was i)ut upon 
 the market an>l sold in small parcels to bona fide pnr- 
 chasers, while such purchasers and the community were 
 ignorant, and that such largely increased issues of stock 
 had been or were being made. 
 
47 
 
 Aud your orators, upon their information and belief, 139 
 further show that tlie only powers or autliority, by or 
 under which now shares of stock of tlio Eric Railway 
 Company could lawfully be created by said Company at 
 any time during tlio year in whicli such $32,000,000 
 of new^ stock was issued are to be found in the 
 power of said company to issue shares of its stock in 
 exchange for stock of other railroad companies which 
 might be consolidated with, or whoso roads might be 
 leased to, the Erie liailwa}^ Company, and the power to 
 issue shares upon the conversion into stock of valid con- 
 vertible bonds previously issued by said Company, con- 
 taining the privilege to the holders to convert such bonds 
 into liU equal amount of stock at par. 
 
 And your orators charge that at all events none other ^^q 
 than a very trifling portion and they believe and charge 
 no portion whatever of the said §32,000,000 stock 
 issued in the year ending September 30, 1S69, was 
 eo issued in exchange for the stock of any other railroad 
 compiiny under the power or autliority first above refer- 
 red to ; and that no portion wiiatever tliereof was issued 
 upon the conversion of any valid bonds of said Company 
 which were outstanding on September oOth, 1S68, for 
 that no such bonds have been converted into stock ; and 
 that therefore the whole of such §3 J, 00 ,000 of new stock 
 conld only have been issued under legal authority or 
 pretence of legal authority, upon the conversion into such 
 stock of convertible bonds issued subsequent to Septem- 
 ber 30, lSt38. 
 
 And your orators, upon their infonnation and belief, 
 furtlur show that tlie said §32,000,000 and upwards 
 of new stock was in fact so issued, in exchange for 
 and upon tlie conversion of convertible bonds of 
 the said Erie Riiilway Cojiipany of the like amount 
 which had been issued in the i a ne and on belialf of 
 said com[)any during the paid year, ending September 
 3U, 1809, by the said Goi.ild, Eisk and Lane, in virtue of 
 
142 the power and control which thej exercised as such ex- 
 ecntive officers and executive cotnniitteo as aforesaid, 
 and that the whole transaction of issuing and dispos- 
 ing: of such convertihle bonds to ihe amount of over 
 $32,000,000, and receiving the proceeds thereof, 
 was under the sole management, direction and con- 
 trol of said Gould, Fisk and Lane, save in so far as 
 their confederates William M. Tweed and Daniel S. 
 Miller, Jr., may have participated therein, and was do- 
 vised and carried through by the said Gould, Fisk and 
 Lane^ without any resolution ot the Board of Directors 
 authorizing the same, and witliout the knowledge or 
 assent of ciich Board or of -the stockholders, and that 
 
 143 said Gould, Fisk and Lane, sold and disposed of the 
 said convertible bonds at such prices and upon such 
 terms as suited their pleasure, and received the proceeds 
 of such sales and dispositions, and wholly controlled the 
 management and application of such proceeds. 
 
 And your orators further fjtate that the said convert- 
 ible bonds n ere as alleged by the said Gould, Fisk and Lano 
 issued in the name and on behalf of said company, under 
 authoiity derived from the tenth subdivision of the 
 twenty-eighth section of the the general liailroad law of 
 the State of New York, passed April 2, 1850, and that 
 the only purpose for which such bonds could legally bo 
 issued by or on behalf ot said Company was to borrow 
 such sums of money as might be necessary for complet- 
 ing and finishing or operating their Kailroad," and your 
 orators u)Jon infornjalion and belief allege that such con- 
 vertible bonds were to a great extent issued, suld and 
 negotiated by the said Gould, Fi^k aud Lane to some 
 of themselves, and to business linns in v. liich they or 
 some of them were interested as co-partners or otherwise, 
 and particularly to the firms ot Smith, Gould, Martin 
 & Co., and Fisli, Belden & Co, aud to others the confed- 
 erates, iriends and personal associates of the said Gould, 
 Fisk and Lane, respectively, and that upon the sale and 
 disposal of such bonds to such parties as aforesaid, of 
 to others, great aud extravagant discountd from tho 
 
49 
 
 face of such bonds find commissions thereon, amount- ^45 
 insj in some instances to as much as or more than fifty 
 per cent, were allowed, orpretended to be allowed, to tlie 
 parties purchasing said bond^, by the said Gould, Fisk, 
 and Lane, selling, or pretending to sell the same in the 
 name and on the behalf of the Company, but your ora- 
 tors charge that such discounts and commissions were 
 grossly improvident and wasteful, and the agreement on 
 the part of said Gould, Fisk, and Lane, in pretended rep- 
 resentation of the Company, to allow sucli enormous dis- 
 counts and commissions, was corrupt and fraudulent ; 
 that all such pretended allowances of discounts and 
 commissions to the purchasers of such bonds, and particu- 
 larly where said Gould, Fisk, and Lane, or either of them, 
 or any of their confederates, were interested in the pur- 146 
 chase were illegal, unauthorized, and in nowise binding 
 upon the Erie Railway Company, and that the said 
 Gould, Fisk, and Lane, having issued and negotiated 
 the said bonds solely under the said authority to borrow 
 money for the purposes in that behalf limited by the 
 General Railroad Act, and the said bonds, or the stock 
 issued on the conversion thereof, having ultimately 
 passed into the hands of honri fide purchasers, are le- 
 gally and equitably accountable and liable to the said 
 Company and its bona fide sharoholders for sums equal 
 to the face of such bonds, as for so much money borrowed 
 by them in the name and on behalf of said Company. 
 
 And upon information and belief, your orators further 
 show unto your Honors, that rom the time when the 
 said Gould became Prcfident and Treasurer of said 
 Company, and the said Gould, Fisk, and Lane be- 
 came controlling members of the Executive com- 
 mittee in or about July, 1 SOS, c>'>iiti!uionsly up to the 
 present time, the said Goulil, Ki^k and L-me have 
 really had the entire direction and control of the finan- 
 cial affairs of the Erie Railroad CMupany, and the cus- 
 tody and disposition of all its funds, and that during all 
 such time they have manageil, controlled and used such 
 funds at their own will and pleasure, and have made the 
 same in great measure subservient to their own priva 
 
 7 
 
50 
 
 148 gain and aclvantagp, and used such moneys of the cora- 
 pany very much as it' the same belonged to themselves. 
 
 And your orators allege, upon their information and 
 belief, that enormous amounts of such money beloni^ing 
 to the said company iiave for long periods of tinje not 
 been kept on deposit in the name of the Erie Railway 
 Company, nor been in any way kept separate as the 
 property of said company, but have been retaine I in the 
 hands of the said Gould, Fisk and Lane, or some or one of 
 them, or in the hands of business firms, with which they 
 or some of them were connected, and in the hands of 
 other persons their confederates, and have been used by 
 the said Gould, Fisk and Lane for their own private 
 
 149 gain, benefit and advantage, and have been by them to 
 a very great extent employed and put at hazard in im- 
 mense speculations in stocks, goM, and ot'aer things, and 
 in other ventures in which ihe said Gould, Fisk and 
 Lane, or some or one of them from time to time engaged, 
 and that thereby they have made to themselves very 
 great gains and profits. 
 
 And your orators, upon their information and belief, 
 further state, that in respect of very great amounts of 
 such money of the said company, the use of which the 
 said Gould, Fisk and Lane respectively have had for 
 their own private purposes, the said Gould, Fisk and 
 l60 Lane have resorted to and used divers methods of in- 
 direction, evasion and fraud to cover up and conceal 
 the trntli in regard to their real beneficial use of such 
 moneys, and among the devices thus resorted to has been 
 the one of acquiring the substantial control of or other- 
 wise confederating with u bank, and pretending to keep 
 the moneys of iho Erie llailway Company on deposit in 
 eaid bank to its credit, while in fact said Gould, Fisk 
 and Lnne,or some of them or of their confederates on their 
 behalf have liad the use of such moneys, or a great part 
 thereof, or an amount corresponding thereto, in the shape 
 of loans from or drafts upon such bank, or in some other 
 form, directly or indirectly. 
 
 And your orators, upon their information and belief, 
 
61 
 
 alles^o that tho tricks and devices by which the said 151 
 GonM, Fisk and Lane have liad tho use of tho moneys 
 of the Erie Railway (yompany for thoir private specula- 
 tions and other pnri)03e9 of private i^ain and advantage, 
 witiuMit the same bein.g apparent upon tlie company's 
 books or accounts, Iiave been numerous, coniplicatod^ 
 and very cuntiingly hidden, a id your orators are unable 
 inoie particularly to specify the same, but they believe 
 and cljarge that upon thoroui^h judicial investigation 
 it will appear that the said Gould, Fisk and Lane, or 
 some of them, have directly or indirectly had the use of 
 the moneys of the said co npa^iy to a very great amount, 
 and liavo made t(> themselves i nrnjnse gains and profits 
 therefrom, and particularly that at a certain time they 
 engaged in a ^tock speculation wherein thej purchased 
 stock of the New York Central Railroad Company to 
 the amount of several millions of dollars, from which, 
 upon a great and suddei) rise in such stock, owing to an 
 operation of which they had previous secret intelligence 
 unknown to the pnljlic, they made many hundreds of 
 thou-^ands of dollars of profits, and that the substantial 
 capital with which such speculation was carried on was 
 derived, directly or indirectly, from the funds of the 
 Erie Railway Company ; and that although the capital 
 by moans of which such stock was carried and held 
 until such sudden rise in price took place, may have 
 been in part derived from lo^ns obtained from third 253 
 parties, upon hypothecation of the stock, according to 
 the usages of such speculations, the n)aigin upon such 
 0.1113, or excess of cost of the stock over tho amount bor- 
 rowed upon it, which was in fact the pecuniary basis of 
 tho speculation, and the thing put at hazard therein, was 
 derived, directly or indirectly, from the funds of the 
 Erie Riilwiiy Company; and that the substantial capital 
 f'»r and amount put .-.t hazard in orher immense specu- 
 lan(»ns and tiuancial Ojjeralions of the said Gould, Fisk, 
 and Lane, or some of them, in the purchase and sale of 
 gold, and in the purchase and sale of other stocks than 
 that herein last above mentioned, and in the financial 
 
52 
 
 loi operations known amonpj business men as locking np 
 money, and thereby causing an artificial stringency in 
 the money market, a rise in the rate of interest, and a 
 fall ill the price of stocks and bonds, lo the profit of 
 money lenders and of specnbitors for a fall in stocks, in 
 operations of all which kinds the said Gould, Fisk, and 
 Oliune, or some of ihem have, from time to time, engaged 
 to a great extent, and to their great gain and profit, has 
 been in like manner derived, directly or indirectly, from 
 tbe funds of the Erie Railway Company. 
 
 Atid your orators upon their information and belief 
 155 further show that during the entire period, from the time 
 when said Gould, Fi-k and Lane acquired an influence 
 and control in the aflairs of the Erin Railway Company, 
 and more especially from tlie time wlion they ac- 
 quired comijlete C'^ntrol in July, 18(3S, as aforesaid, 
 continuously up to the present time, the said Gould, Fisk 
 and Lane res|)ectively have, from ti ne to titne, and oiia 
 great many occasioris, nnd habitually, taken advantage 
 of and abused their trust as directors, officers and mana- 
 gers of said Company, in the tnaking of bargains and 
 transactions in the name and on behalf or the Company 
 on the one side, in which they or some of th.cm were di- 
 rectly or indirectly interested on the other side, and 
 ■y^Q wherein they obtained great benefits, gains and advan- 
 taixes to ihomselves, to the detriment and loss of thesuid 
 Company. 
 
 That in such bargains and transactions, or sotne of 
 them, the sai 1 Gould, Fisk and Lane, have resorted to 
 divers methods of indirection, evasion and fraud So cover 
 up and conceal their real personal and private interests, 
 adverse to th.e Company, in the subject matters (^f such 
 bargains or transactions ; in so ne instances, such adverse 
 private interests of said Gc>ald, Fisk and Lane, respect- 
 ively, were in the shape of their being stockholders in 
 the Company, thus bargaining or entering into transac- 
 tions with tiie Erie Railway Company; in other instan- 
 ces, the bargain or transaction pur[)orted to be ma<le with 
 some person or persons otiier than said Gould, Fisk and 
 
Lane, and without any interest of them or either of them 157 
 being apparent upon the face of the transaction, although 
 siich°private interest really existed ; in other instances, 
 the said Gould, Fisk and Lane, or some of them received 
 for their own private uses from the party or parties with 
 whom the baraain was made or transaction had with the 
 Eric Railway C.Mupany, allowances in the shape ot co^n- 
 mission, bonus, discount, gratuity, or in some other form, 
 bv way of compensation for their power and influenco 
 as managers of the Erie Railway Company, in causing 
 the transaction to be entered i;ito on its behalf ; m other 
 instances, the said Gould, Fisk and Lane, or one of them 158 
 were openly and notoriously sellers or lessors of proper- 
 ty to the Company, or purchasers of property from the 
 Company, or otiierwise i)argainers and dealers with 
 the Company, and in eac'i and every case the 
 terms on which the Erie Railway Company was 
 made to enier into said transaction of sale, lease, 
 or purchase or otlier bargain or agreement, were 
 fixed and determined on the i)art of the Erie Rail- 
 way Company by tiie said Gould, Fisk and Lane as its 
 controlling manager?, notwithstanding their personal 
 interest adverse to the company, and such terms were 
 fixed favorably and beneficially to the personal and 
 private interest, direct and indirect, of the said Gould, ^59 
 Fisk and Lane respectively, and unfavorably and to the 
 prejudice of the interests ot the Erie Railway Company; 
 and among such transactions, your orators spccily the 
 purchase, on bebalt of said company, of a w^ater front 
 property on the Jersey shore, known as the "NV eehawken 
 docks property, for which the company was made to pay, 
 or agree to pay, the extravagant and excessive price of 
 §1.GOO,000 or thereabouts, and expenditures on such 
 propert}-; the ])urcliase of numerous other parcels ot 
 real estate in the Sta'e of Xew Jersey, which your 
 orators j.re unahle more particularly to specify, and 
 expenditures upoii such real estate, and the lease 
 to said company at an enormous and extravagant 
 rent, of the oiiices which it now occupies, in the 
 
54 
 
 160 building known aa the Grand Opera House, situated 
 on the corner of Eicrhth avenue and Twenty- 
 third street, in the citj' of New York, of which 
 building the said Gould and Fisk, or one of them, claim 
 to be owners or owner; and in respect to the last 
 mentioned transaction your orators, upon their informa- 
 tion and belief, state that tlie purchase of the entire pro- 
 perty known as the Grand Opera House, and the land 
 on which ic stands, and of a number of houses and lots 
 adjacent thereto, was made by the said Gould and Fisk, 
 or one of them, for aboat the sum of $700,000, of which 
 purchase money the sum of $300,000, or thereabouts, 
 was paid in money, and .the remaining $400,000 
 secured by bond and raortgaoje upon the premises ; that 
 
 ^^^^ thereupon the said Gould. Fisk and Lane, as managers 
 of the Erie Railway Company, took a lease for a long 
 term from the said Gould and Fisk, individually, or one 
 of them, of a portion of said building to be used and oc- 
 cupied for the business offices of the Erie Railway 
 Comijany, and fixed the rent therefor at an extravagant 
 and excessive amount far beyond the true rental value 
 of the premises so demised, and much greater than could 
 in any case with propriety be paid for business offices 
 suitable for the occupation of said company ; and jour 
 orators have heard and believe that the rent so fixed was 
 at the rate of $45,000 per year ; and your orators furtfier 
 
 1^^ show, as they are informed and believe, that the sum of 
 $300,000, which was paid on account of the purchase 
 money of said premises as aforesaid, or the greater portion 
 thereof, was in fact taken by the said Gould and Fisk 
 from the funds of the Erie Railway Company under 
 their control as trustees, and that such use of the funds of 
 the company for their private purposes is by them pro- 
 tended to be justified by tlie allegation that such amount 
 was advanced by the company to them on account and in 
 anticipation of the rent to become duo from the com- 
 pany under the above-mentioned lease ; and that in 
 addition to this subtraction of the company's funds, an 
 enormous additional amount of the money of the said 
 
55 
 
 company has been expended by the said Gould, Fisk 163 
 and Lane, in furnishing, litting up and dec()ratii)g 
 the ofiices thu3 leased, in a stylo ot extravagance and 
 ostentation which is wholly unsuitable and absolutely 
 unparalleled. 
 
 And your orators further show, as they are informed and 
 believe, that at the time of the making of this lease the 
 said company were in the occupation of business offices 
 at the foot of Duane street, in said city, which is the 
 starting point of the ferry which connects their road with 
 the New York side, which offices had been occupied by 
 them for many years, and were entirely sufficient and 
 suitable for their legitimate purposes, and that aside 
 from the enormous waste and extravagance- of the ar- 
 rangements for such new offices at the corner of Eighth 
 avenue and Twenty-third street, such offices are located 
 in a portion of the city, inconvenient for the legitimate 
 purposes of their business, and that the location of the 
 business offices of such a corporation in a building occu- 
 pied, as is the said" so called Grand Opera House, for 
 theatrical entertainments, under the management and di- 
 rection of one ot the chief officers of the company, viz., 
 thesaid James Fisk, Junior, is altogether unsuitable, dis. 
 creditable and prejudicial to the interests of the company, 
 and that the keeping of the books and records of the cor- 
 poration in a building used as a theatre, is extremely 
 unsafe and improper. 
 
 And your orators charge that the whole transaction 
 and arrangement by which the Erie Railway Company 
 was thus made to take the lease of the said offices in the 
 Grand Opera House from said Gould and Fisk, or oneot 
 them, and the advance of the company's money towards 
 paying the purchase money of said premises, either 
 under pretence of an advance of rent under the lease, 
 or otherwise, and the expenditures of the funds ot 
 the company in furnishing, fitting up and decorating 
 the said offices, were, and are, fraudulent breaches ot 
 trust on the part of said Gould, Fisk and Lane, and 
 if suffered to remain in efiect would involve a sacrifice 
 
% 
 
 and loss to the said company of nearly the whole amonnt 
 of its funds thus applied and expended ; and your orators 
 charge that the said company and its bona fide share- 
 holders are entitled to be relieved against such transac- 
 tion, and against all such expenditures of its funds, and 
 to have the said lease cancelled and to recover back from 
 the said Gould and Fisk the whole amount advanced or 
 paid on account ot said rent under such lease, and all 
 such portion of the sum paid by said Gould and Fisk on 
 account of the purchase money of said premises, as 
 was directly or indirectly derived from the funds of the 
 Erie Railway Company, and all money of the said com- 
 pany expended in fitting up or decorating the said ofli- 
 ces, and that an equitable lien exists in favor of the said 
 company, and should be enforced in this suit on behalf 
 of your orators and the other shareholders, upon and 
 against the said Grand Opera House and the land on 
 which it stands, and the said adjacent houses and lots 
 which were embraced in the above mentioned purchase 
 by said Gould and Fisk, or one of them, which prem- 
 ises thus subject to such equitable lien are more 
 particularly described as follows, that is to say : 
 Ail those certain premises situated in the city of 
 New York, beginning at the north westerly corner 
 of the Eighth Avenue and Twenty-third street, 
 and running thence along the southwesterly fiideof Twor)- 
 ty-third street, ninety-five feet; running thence north- 
 ensterly and parallel with the Eightli avenue, sixty-five 
 feet; thence south westerly parallel with Twenty third 
 street, one hundred and eighty feet ; thence northeasterly 
 parallel witli the Eighth avenue, seventy-four feet niu'i 
 inches, to a point distant fifty-five feet southwesterly from 
 the southwesterly side of Twenty-fourth street; thence 
 southeasterly and parallel with said Twenty-f uirtli street, 
 sixteen feet six inches ; thence nortlieastcrly and parallel 
 with the Eighth avenue, Iilty-five feet to the southwest- 
 erly bide of Twenty-fourth street ; thonce along said 
 southwesterly side of Eweuty-fourth street, twelve 
 feet six inches; thence southwesterly and parallel with 
 
57 
 
 said Eigl'jtli avenue, fifty-five feet ; tlienco sontlieastcrly 1C9 
 and paiallel with Twenty-fourth street, forty-two feet; 
 thence nortlieiisterly and parallel with Eighth ave!]ue, 
 fit'ty-fivo feet, to the southeasterly lino of Twenty-font th 
 street ; thence along said Tweiity-loni th street, eight feet ; 
 thence southwesterly and parallel with the Eighth avenue, 
 fiitv-five tot't; thence southeastei ly and parallel with said 
 l\venty-t'oni'lh street, foi ty-two teet ; thence northeast- 
 erly aiul parallel with Eighth avenue, litty five feet, to 
 the southwesterly line of Twenty-fourth j^treet ; thence 
 along s^aid Twenty-fourth street, eight feet ; thence south- 
 westerly and parallel with the Eighth avenue, fifty live 
 feet ; ilience southeasterly and parallel with Twenty-fourth 
 street, lorty-iwo leet ; thence northeasterly and |)arallel 
 with the Eigliih avenue fitty-five leet, to the southeasterly j'j-q 
 line of Twtniy-touith street; thence along said Twenty- 
 fouilh street, len leet ; thence souihwe^jterly and parallel 
 with the Eighth avenue, fifty-five leet; thence soutlieast- 
 erly and parallel with Twenty-fourth street, nineteen feet; 
 thence southwestt'rly and parallel with Eighth avenue, 
 twenty-nine leet; thence southeasterly and parallel with 
 Twenty-fourth street, seventy-live feet, to the southwest- 
 erly i-ide of Eighth avenue ; thence along said southwest- 
 erly side of Eighth avenue, one hundred and thirteen feet 
 tour inches, to the point or |)lace ot beginning, together 
 with tiie iiuildiiigs thereon erected. 
 
 Aiid your orators, upon their information and belief, 171 
 further show% that during the period in which the said 
 Gould, risk and Lane have had the control of the 
 Erie Kailway Company as aforesaid, they have made 
 great gains, profits and advantages to themselves, and 
 subjected the said Company to great detriment and loss 
 by an extensive system of favoritism and discrimination 
 in the rates of freight for transportation over the said 
 road of various articles, and more especially the article 
 of Petroleum, in those cases where the articles thus 
 transported belonged to the said Gould, Fisk and Lane 
 or one of them or to firms or companies in which they 
 or some of them had pecuniary interests, and in many 
 8 
 
5¥ 
 
 sucli instances it has been their custom to make such 
 discrimination in favor of themselves, and concerns in 
 which they had interests, and in favor of their particular 
 friends, associates and confederates, in adjusting the 
 charges for transportation of freight, or by making 
 drawbacks or returns of portions of the freight nomin- 
 ally charged, to an extent, which gave to themselves, 
 the concerns in which they were interested, or their 
 friends, associates or confederates thus favored, so great 
 an advantage over ordinary shippers of the like article 
 as to drive off other shippers from sending their freight 
 by this road, and induce them to resort to other lines 
 of transportation, whereby there has been a large loss 
 to the revenues of the Erie Railway Company, in addi- 
 tion to the direct loss occasioned by the reduction of 
 the freight charges to themselves and their associates 
 and friends below the standard rates charged to the 
 general public. Your orators, cannot more particularly 
 specify these transactions nor the amounts of the gains 
 benefits and advantages thus derived by the said 
 Gould, risk and Lane, nor the amount of the damage 
 and loss which they have thus inflicted upon said Com- 
 pany, but your orators, pray a full accounting in re- 
 spect thereof, and that the said Gould, Fisk and Lane 
 may be adjudged to pay to said Company, for the 
 benefit of your orators and the other hoim fide share- 
 holders, the full amount of such benefits, gains, and 
 advantages thus obtained directly or indirectly by 
 themselves, or their associates or confederates, and the 
 full amount of all the losses which they have thus 
 caused to the said Company. 
 
 And your orators, upon their information and belief, 
 further state that the said Gould, Fisk and Lane, upon 
 many different occasions, since they acquired the con- 
 trol of the Erie Railway Company, as aforesaid, have 
 wrongfully applied very large amounts of the funds 
 and property of said Company to the acquisition by 
 purchase or otherwise of large amounts of property, 
 professedly for said Company, which the said Company 
 
59 
 
 had no legal riglit or authority so to acquire, and to 175 
 large expenditures by way of improvement or alleged 
 improvement, or otherwise, upon or in coimection with 
 such property, and to the pui'chasmg, leasing, constmct- 
 ing, altering or hnproving, maintaining and operating, 
 other raihoads which it was not -within the legal power, 
 capacity or authority of the Erie Hailway Company so 
 to acquire, possess, maintain or operate, and to pur- 
 chasing and deahng in large amounts of the stock and 
 bonds of other companies professedly for account of 
 the Erie Eailway Company, which that Company had 
 not legal right, capacity or authority so to purchase or 
 deal in, and in making loans or advances, or otherwise 
 rendering or professing to render aid by or on behalf ^ * ^ 
 of the Erie Hcdhvay Company to other companies, the 
 making of which loans or advances or other aid was not 
 within the legal riglit, capacity or authority of tlie Erie 
 Eailway Company, and to divers other objects and por- 
 poses foreign to those for which the Erie Railway Com- 
 pany was created and exists, and which were in no wise 
 within the legal capacity or authority of the said com- 
 pany, but the particular nature of which your orators are 
 unable more pai'ticularly to specify. And your orators 
 charge that in and by reason of such unauthorized 
 applications of the funds of the Erie Eailway Com- 
 pany to the several purposes above mentioned, or 
 referred to, very large amoimts of the funds of said 
 company have been wasted, sunken and lost, and that 
 all these unauthorized and disastrous operations have 
 been entered into, and the money of said company 
 sunk therein by tlie said Gould, Fisk and Lane, in bad 
 faith, and wioi full knowledge of their illegality, and 
 that most of such transactions were entered into by 
 them without any resolution of the Board of Directors, 
 or the SiUiction of such Board in any fomi, unless it 
 may he in virtue of the pretended wholesale delega- 
 tion by such Board, of all its powers, to the Ex- 
 ecutive Committee, which attempted delegation of 
 power by said Board youi' orators chaigo to be 
 
CO 
 
 178 wholly incompetent and without legal effect ; and tha^^ 
 such transactions were entirely or almost entirely 
 entered into and carried on by the said Gould, Yisk 
 and Lane, merely in virtue of the power which they 
 practically possessed as Executive Officers, and Execu- 
 tive Committee as aforesaid, without the knowledge or 
 assent of either the stockholders or the directors, with the 
 exception of their confederates in the Executive Com- 
 mittee, and that such transactions when entered npon 
 by them were manifestly improvident and wasteful in a 
 high degree, and many of them were entered into by 
 said Gould, Fisk and Lane, by reason of personal and 
 private interests which they -or some of them had in 
 the subject matters affected thereby, and with a view to 
 furthering their own schemes of personal gain or ad- 
 vantage, and that all such transactions were fraudulent 
 breaches of trust, on the part of the said Gould, Fisk 
 and Lane. 
 
 And your orators further show that they are unable 
 more particularly to specify the nature or extent of 
 these several transactions or the amounts of the com- 
 pany's funds, from time to time ap])lied thereto, or the 
 extent of the loss of such funds, by or in consequence 
 of such illegal and unauthorized use thereof ; but they 
 demand an accounting from the said Gould, Eisk and 
 Lane, in all these respects, and pray that the said Gould, 
 18<'» Fisk and Lane, and each of them, may be adjudged in 
 this suit, to pay to said company for the benefit of your 
 orators, and the other bona fde shareholders the 
 amount of the company's funds, which, upon such ac- 
 counting shall be found to have been wasted, sunken or 
 lost, by or in consequence of such illegal and unauthor- 
 ized transactions, and all losses and damages in any way 
 sustained by the said company in consequence thereof. 
 
 And your orators upon their information and 
 belief further state, that during the greater portion 
 of the time since the said Gould, Eisk and Lane 
 acquired the substantial control of the Erie Rail- 
 way Company, in manner aforesaid, the said Gould, 
 
Gl 
 
 Fisk and Lane liaYO been, and they still are largely in- ISl 
 terested in a certain steamboat company, styled tlie 
 Nan'agansett Steamship Company, engaged in running 
 a line or lines of steamboats on Long Island Sound, and 
 that the said Gould, Fisk and Lane have substantially 
 had, and still have the practical control of the affairs of 
 the Narragansett Steamship Company, and that the said 
 Gould, Fisk and Lane have to a very large extent used 
 the funds and property of the Erie Piailway Com- 
 dany for the benefit, aid and advantage of the 
 Narragansett Steamship Company, as likewise in aid of 
 their own private purchases or aquisitions of stock in 
 said company, and otherwise in furtherance of theii' , ^ 
 own private interests as shareholders therein ; and that 
 the said Gould, Fisk and Lane have abused tlieir trust 
 and power as Executive Officers and Executive Commit- 
 tee of the Erie Railway Company, to make and carry 
 out in the name, and professedly on behalf of that 
 company, arrangements ^Yith the said Narragansett 
 Steamship Company, relating to the division of through 
 freights upon merchandise transported over the Railway 
 and on the steamboats of said company, and other 
 bargains between the said two companies, the nature 
 whereof your orators are unable more particularly to 
 specify, which arrangements and bargains were and are 
 on the part of the Erie Railway Company, improvident, ] 3 
 onerous rnd greatly prejudicial to its interests, and 
 were and are greatly to the gain, profit and advantage 
 of the Narragansett Steamship Company, and of the 
 said Gould, Fisk and Lane, in respect of their private 
 interests therein. 
 
 Your orators are unable more particularly to specify 
 the character or extent of such arrangements or bar- 
 gains, or the amount of loss or prejudice to the Erie 
 Railway Company, or of wrongful gain or a Ivantage to 
 the Nari-agansett Steamship Company or the said Gould, 
 Fisk and Lane, in consequence thereof, but they pray 
 a fall accounting in respect of the same, and of all deal- 
 ings of said Gould, Fisk and Lane, in the name of, or 
 
62 
 
 84 professedly on behalf of tlie said Erie Kailway Com- 
 pany, with the Narragansett Steamship Company, or 
 with themselves, in respect of their interest in that 
 Company, and that the said Gould, Fisk and Lane may 
 be adjudged in this suit to pay to the Erie Railway 
 Company, for the benefit of your orators and the other 
 hoiia fide shareholders, the full amount of all loss or 
 damage to the said Company, by or in consequence of 
 the subject matters of such accounting. 
 
 And your orators further show upon their informa- 
 tion and belief, that the said Gould, Fisk and Lane 
 since they have had the control and management of 
 said Company as aforesaid, have been accustomed to 
 make large gains, profits and advantages to themselves 
 8 ") respectively, directly or indirectly, in or about, or in 
 connection with the furnishing of supplies to the said 
 Company in the shape of discounts, brokerages, bonuses 
 and in other forms, and likewise, that the said Gould, 
 Fisk and Lane have been and are largely interested 
 in certain coal lands and coal mines, and in transport- 
 ation lines connecting with such coal mines, and that 
 said Gould, Fisk and Lane have abused their trust and 
 powers as Executive Officers and Executive Committee, 
 as aforesaid, by supplying to the Erie Railway Company 
 for its uses coal derived from the mines wherein they 
 were so interested, at excessive prices fixed by them- 
 selves, and have thereby made to themselves gi'eat gains 
 -j^^g and profits, and subjected the said company to great 
 prejudice and loss, and that in order to make room for 
 such supplies of coal, wherein they were themselves 
 interested, they have abandoned or forborne to make 
 use of other sources of supply of coal, previously and 
 still within the control of the said company, by means 
 of which the coal which the company required for its 
 uses could and should have been supplied to it at a 
 cost much less than it was made to pay for the said 
 coal supplies wherein the said Gould, Fisk and Lane, 
 or some of them were interested ; but in respect of all 
 those several matters, your orators are unable to give 
 
63 
 
 any more particular statements concerning tlie same, 1S7 
 and they demand from the said Gould, Fisk and Lane, 
 an accounting in respect thereof, and pray that the}^ may 
 be in this suit adjudged to pay to the said company for 
 the benefit of your orators and the other bona fide 
 shareholders, the amount of all profits, gains and 
 advantages, directly or indirectly, derived by them from 
 any of such sources, and the amount of all losses ^vhich 
 they have inflicted upon the company by such transac. 
 tions. 
 
 And your orators further show, that on the 20th day 
 of May, 1869, the Legislature of the State of New York 
 passed an Act, being Chapter 91G of the Laws of 1869' 
 which Act is in the words following, that is to say : 
 
 All Act to nniend Chnpter two hnndied and seventy^ 
 eight ol tl;e Laws of eigliteen hundred rnd sixty-eighty 
 entitled, " An Act in relation to ti e Erie, New York 
 ( eniral, Hudson River, jmd Harlem Railway Compa 
 nie?'." 
 
 Passed, May 20, 18G9. 
 
 The People of the Strte ot New York, represented in 
 Senate and Assembly, (ic> eract as tollows : 
 
 Section 1. Section thiee ot the Act entitled An Act 
 in relation to the Erie, New York Central, Hudson 
 River, anvi liarUm Railway Companies," passed April 189 
 t\\ enty-fiibt, e.ghtterj hundred and sixty-eight, is hereby 
 fiint nUed so fis •<> uad ash>llows: 
 
 §3. No stockholder, director or «.liiCtr either the 
 ISow Yr)ik Central i»ailioa<t Coinptiuy, the Ilutison 
 Kiver Eiiilioad Company, or the Harlem lunilroad Com- 
 l>any shr.ll be a director oi (.fticcr ol the Erie Raihva}' 
 C( in]inTiy, nn(l no st< ( khf-hler, diiector or ollicer of the 
 lattrr C< irj ain sli.iil I l- a »iirccfor iir < tlictT <>f eiilicr ot 
 the three tii^^t named c^nipai it s. The board ot'diroctors 
 in each of t( e said c»»n | anies n ay so classity the incni- 
 bere of such board, by If.t cr otherwise, that, as nearly 
 as utay be, one tilth ot their number shall go out ot oUice 
 
190 at each annual election ; and at the next election of 
 directors in each of the said companies, directors shall 
 be voted for only in place of those whose terms shall 
 then expire under the classidcation aforesaid. 
 
 § 2. This act shall take effect immediately." 
 
 And your orators, upon their information and belief, 
 further show that said Act was procured to be passed 
 by the said Gould, Tisk and Lane with the aid and co- 
 operation of said Tweed, who was a member of the Le- 
 gislature, they pretending therein to represent the Erie 
 Railway Company, and that the provision thereof pur- 
 
 1 91 porting to authorize such a classification of the Board of 
 Directors as to extend their terms of office to periods of 
 from one to five years instead of an uniform term of one 
 yealc, was obtained by the said Gould, Fisk and Lane, 
 for the sole purpose of enabling themselves to perpet- 
 uate for a long-term their power and control of said 
 Company for their own private gain and advantage 
 despite the will of the Stockholders, and that the pas- 
 sage of said Act was not applied for by either the New 
 York Central Railroad Company, The Hudson River 
 Railroad Company or The Harlem Railroad Company, 
 and that neither of those three railroad companies has 
 taken any action under the said Act. 
 
 And your orators, upon their information and belief, 
 further show that the said Gould, Fisk and Lane did 
 illegally and fraudulently expend a very large amount 
 
 192 of the funds of the Erie Railway Company in order to 
 influence and obtain the passage of the said Act, and 
 your orators believe and charge that the passage of said 
 Act was obtained by means of the corrupt expenditure 
 of large sums of money of the Erie Railway Company 
 in influencing directly and indirectly the action of mem- 
 bers of the Legislature in favor of said Bill, and that, 
 beside the direct expenditure of money for such corrupt 
 purposes, large amounts, of the money of the Erie Railr 
 way Company w^ere by the said Gould, Fisk and Lane 
 used and applied by way of compensation to agents by 
 
65 
 
 them employed to promote the passage of such law, all I03 
 which expenditures were fraudulent breaches of tnist 
 on their part. Your orators cannot give any more par- 
 ticular specification of such expenditures made directly 
 or indirectly from the funds of the Erie Railway Com- 
 pany in order to obtain or promote the passage of said 
 Act, nor can they state the aggregate amount thus 
 expended, but they demand an accounting from the 
 said Gould, Fisk and Lane for all moneys which were 
 appropriated or applied for any of such purposes and they 
 pray that the said Gould, Fisk and Lane may in this suit 
 be adjudged to repay to the Erie Railway Company for 
 the benefit of your orators and the other shareholders 
 the whole amount of such money with interest. 
 
 And upon their information and belief your orators 
 further show, that since the time when the said , , , 
 Gould, Fisk and Lane, acquired the control of the Erie 
 Railway Company as aforesaid, but when in particular 
 your orators cannot specify, the said Gould, Fisk and 
 Lane, or some of them have wrongfully and fraudu- 
 lently put in circulation and received the money for a 
 large amount of the bonds of the before mentioned 
 corporation styled the Long Dock Company, of which 
 company the Erie Railway Company is substantially 
 proprietor as aforesaid, which bonds of the Long Dock 
 Company had long previously been taken up, and ex- 
 tinguished by exchange therefor of stock of the Erie 
 Railway Company, and the reissue of which bonds was 
 wholly illegitimate, and that the amount of such bonds 
 so fraudulently reissued was half a million of dolhirs or 105 
 thereabout, as your orators are informed and believe. 
 
 And upon information and belief your orators further 
 show that at the annual election in October, 18G0, held for 
 the election of Directors of the Erie Railway Company 
 for tlie ensuing year, the said Gould, Fisk and Lane were 
 enabled t ) and did control the said elect ion by devices and 
 other means substantially similar to those which they had 
 successfully employed fur the hko purpose at the election 
 in October, 1868 ; and they were further aided in wielding 
 9 
 
66 
 
 A 96 siich. Yoting power at tiie election in October, 1869, by 
 the fact that during the year then last preceding, an en- 
 ormous amount of the new stock of said Company, 
 which was created during that period, had been issued 
 to or put in the names of the said Gould, Fisk and 
 Lane or some of them or their confederates and in the 
 name of the said firm of Smith, Gould, Martin & 
 Company, and in the names of other persons or firms 
 acting for account of or in concert with said Gould, Fisk 
 and Lane, or some of them or their business firms, and 
 whose proxies for yoting on such stock, so long as it stood 
 in the names of such parties, were subject to the control 
 of said Gould, Fisk and Lane, or one of them, and 
 which shares of stock, to a very large amount, although 
 
 197 at the time of the closing of the transfer books, prepar- 
 atory to such election, the same respectively stood in the 
 names of said Gould, Fisk and Lane, or some of them 
 or their confederates, and in the names of Smith, Gould, 
 Martin & Company, and of such persons or firms acting 
 on account of or in concert with said Gould, Fisk and 
 Lane, or some of them or their business firms, was in 
 fact no longer held in anyway by the persons in whose 
 name the same stood, but had been j)reviously sold and 
 deliveries thereof made to the purchasers by handing 
 over the certificates, with blank powers of attorne}', to 
 transfer, according to usage common in such cases, 
 
 193 and which stock certificates having such blank power of 
 attorney thereon endorsed, were thereafter sold, 
 delivered and passed from hand to hand as the repre- 
 sentative of the stock, without making any transfers 
 upon the books of the Company. 
 
 And your orators particularly allege, upon their infor- 
 mation and behef, that a very large amount of stock 
 thus situated was, at the time of said election in 18G9, 
 held and owned in England and on the Continent of 
 Europe, where it is the custom to deal in American 
 stocks of this character to a very large extent, by mere 
 delivery of the stock certificate, with such blank power 
 of attorney, executed by the person in whose name the 
 
C7 
 
 stock was originally registered, the same passing from 
 hand to hand in like manner with coupon bonds, and 
 that the said Gonld, Fisk and Lane were enabled to 
 and did, at the election in October, 1861), vote upon and 
 assume to represent this stock to an enormous amount 
 without any authority whatever from its real owners, 
 and without their knowledge and assent, by taking ad- 
 vantage of the circumstance of its having been origin- 
 ally registered in the names of said Gould, Fisk and 
 Lane or some of them, or Smith, Gould, Martin & 
 Company, and the other persons acting in concert with 
 said Gould, Fisk and Lane, or whose proxies were sub- 
 ject to their control as aforesaid. 
 
 And your orators further show that it is alleged by the 
 said Gould, Fisk and Lane, that at the annual election 
 in October, 1869, 355,000 votes were cast in favor of the 
 Board of Directors, who were then chosen as hereinafter 
 mentioned, and that there was substantially a similar vote 
 at the said annual meeting in favor of accepting the pro- 
 visions of the said Act of May 20th, 1869, providing for 
 a classification of the Board of Directors. 
 
 But upon information and belief, your orators allege 
 that the pretence on the part of said Gould, Fisk and 
 Lane, of there having been any such amount of votes in 
 favor of the election of such Board, or of the accept- 
 ance of such Act, really cast by the actual holders of 
 the stock thus voted on, or by any person or persons 
 thereunto authorized by such holders is a mere fraud 
 and fiction ; that in fact, the votes, which were cast in 
 favor of the election of such Board, and of the acceptance 
 of such Act, were almost all cast by the said Gould, Fisk 
 and Lane, or one of them, or by a person or persona 
 acting under their direct control or dictation, and 
 tliat tlio voting power which they exercised upon 
 such shares was almost wholly derived l)y them from 
 devices of such character as are hereinbefore set forth, 
 viz : Voting upon stock which had been sold and 
 delivered by handing over certificate and power as 
 hereinbefore mentioned, in the names of the parties 
 
6S 
 
 202 originally registered as sbareliolclers, notwithstanding 
 they had long before parted with and delivered such 
 stock ; voting upon stock which had been borrowed or 
 otherwise acquired for a very brief period, so as that 
 the same might stand in the names of said Gould, Fisk 
 and Lane, or their associates and confederates on the 
 day of closing the transfer books, although retui^ned or 
 parted with almost immediately afterwards, under the 
 plan or system hereinbefore set forth ; and voting upon 
 proxies which had been obtained by purchase from par- 
 ties who either owned the sfock, or as was usually the 
 case, had it standing in their names without reaUy own- 
 ing it. And your orators believe that the purchase 
 
 203 money paid for such proxies \a as derived directly or 
 indirectly from the funds of the Erie Eailw^ay Company, 
 and that the moneys, by the use of wdiich such shares 
 had been caused to stand in the names of said Gould, 
 risk and Lane, or their associates or confederates, 
 at the time of closing the transfer book as afore- 
 said, had likewise been derived, directly or inde- 
 rectly from the funds of the Erie Railway Company, and 
 your orators beheve that as to another large portion 
 of the shares alleged to have been thus voted on, such 
 shares had not been actually and legally issued when 
 thus voted on, or the price or value thereof had not been 
 paid to the Company, and that if the same existed at 
 
 90i all, they belonged to the Company itself. And yom- 
 orators believe and charge the truth to be, and that it 
 will so appear upon judicial investigation, that the pre- 
 tended voting at such election did not emanate from the 
 actual proprietors of such shares, to any considerable 
 extent, and that the said Gould Fisk and Lane, by mere 
 fraudulent tricks and devices, were enabled to and did 
 control the said election, ami thereat elect the Board 
 of Directors selected purely by themselves and of 
 their own will, without either themselves owning 
 or being the actual ' i/owa fide representatives of any 
 substantial proprietary interest in the stock of 
 said company to any considerable amount, and that the 
 
omission of the bona fide stockholders to oppose 20.' 
 any substantial opposition to the management of such 
 election by the said Gould, Fisk and Lane was mainly 
 owing to the fact that a great proportion of the stock 
 had come to be held by European stockholders who 
 had no notice and were not apprised of what was going 
 on or intended to be done, or of the necessity for action 
 on their part to defeat the fraudulent schemes of said 
 Gould, Fisk and Lane, and to a feeling on the part 
 of American stockholders of the aj^parent hopelessness 
 of any action on their part against said Gould, 
 Fisk and Lane by reason of the enormous voting 
 power which they had accumulated in themselves 
 by trick and device, as aforesaid. 
 
 And your orators show, that at the election held in ^(.f; 
 October, 18f)9, under the circumstances aforesaid the 
 said Gould, Fisk and Lane caused the following named 
 persons to be elected directors of said company, for the 
 ensuing year, viz. : Jay Gould, James Fisk, Junior, 
 WilUam M. Tweed, Frederick A. Lane, Alexander S. 
 Diven, Justin D. White, John Ganson, O. W. Chapman^ 
 Horatio N. Otis, Charles G. Sisson, Abram Gould, 
 Homer Ramsdell, Henry Thompson, John Hilton, Henry 
 N. Smith, M. R. Simons and George C. Hall, and that 
 almost immediately after such election, and as your 
 orators are informed and believe, upon the same 2* '7 
 day on which it was held, a meeting of the said board 
 was held, and thereat there was made a pretended clas- 
 sification of the said directors, in pretended pursuance 
 of the said Act of May 21.st, IbGO, by which classifica- 
 tion it was arranged that the terms of office of said di- 
 rectors should be as follows : 
 
 1st. — Directors whose term shall expire in October, 
 1870 : Homer Ilamsdell, Charles G. Sisson and Justin 
 D. White. 
 
 2d. — Directors wliose term shall expire in October, 
 1871 : John Hilton, M. E. Simons and George C. Hall. 
 
70 
 
 208 3d. — Directors whose term sliall expire in October, 
 1872 : John Ganson, O. W. Chapman and Hemy 
 Thompson. 
 
 4th. — Directors whose term shall expire in October, 
 1873 : Alexander S. Diven, Henrj N. Smith, Abram 
 Gould and Horatio N. Otis. 
 
 5th. — Directors whose term shaU expire in October, 
 1874 : Jay Gould, James Fisk, Jr., WiUiam M. Tweed 
 and Frederick A Lane. 
 
 20;} And your orators, upon their information and behef, 
 allege that this classification was prepared beforehand 
 by the said Gould^ Fisk and Lane ; that the Board, in 
 making the same, acted purely upon their dictation, and 
 that at the meeting at which it was made several of the 
 Directors, including the said John Ganson, Alexander 
 8. Diven, and O. W. Chapman, besides others, were ab- 
 sent, and that the postponement of such classification 
 until after an election of Directors should be held sub- 
 sequent to the passing of the Act, was a mere trick and 
 device of the said Gould, Fisk and Lane, in order to 
 present the false appearance of an approval by the 
 stockholders of the plan of classification, and to afford 
 
 1 room for the allegation on the part of said Gould, Fisk 
 and Lane, that the Directors to whom long terms were 
 assigned in the classification, had been elected by the 
 stockholders in view of such probable prolongation of 
 their terms, and not merely for a single year, and the 
 said Gould, Fisk and Lane in such postponement also 
 had reference to the consideration that thereby they 
 could secure to themselves one year's additional length 
 of term, and your orators charge that the said Gould, 
 Fisk and Lane did not decide to postpone sUch 
 classification of Directors under the Act of May, 
 1869, until after the next annual election should be 
 held, until they had ascertained that they had complete 
 
71 
 
 control of such election and would have complete 2 1 1 
 control of the Board of Directors to bo elected thereat, 
 and that the pretence of there having been any substan- 
 tial voice of the stockholders other than said Gould, 
 Fisk and Lane and their associates and confederates, in 
 favor of such measure of classification, or of the election 
 of the Board thus pretended to be classified is a mere 
 sham. 
 
 And your orators, as they are advised, charge that 
 the said pretended classification is without legal 
 authority from the provisions of the said Act, and is of 
 no legal force or efi'ect whatever, because by the true 
 construction of said Act the power of classification was 
 given only to the Board of Directors holdii^g ofiice at the ^ 
 time of the passage of said act, and it is thereby required 
 that the classification thereunder, if made at all, shall be 
 so made as that a portion only of the Directors shall go 
 out of ofiice at the annual election held next after the 
 passage of said act. 
 
 But your orators allege that the said Gould, Fisk and 
 Lane claim such classification to be vahd and efiectual, 
 and that they intend to support and maintain the same, 
 and that tliey, having mth their confederates practically 
 the entii'e control of the said Company, as well in respect 
 of holding its elections as of its other afi'airs, intend at 
 the next annual election to be held in October of the 
 present year, not to permit a voting for a full Board of 
 Directors, but only for tliree Directors in place of those 2io 
 whose terms then expire under the pretended classifica- 
 tion aforesaid. 
 
 And your orators, on behalf of themselves and the 
 other hona Jide shareholders pray that there may be an 
 adjudication had in this suit, of the invalidity of the 
 pretended classification aforesaid, and that by the order 
 of the Com't the said Company or those conti'olling its 
 action in that behalf, may be directed and enjoined to 
 hold an election for a fidl Board of seventeen Dh-ectors 
 at the stated time for holding the regular annual elec- 
 
'214 tion in October of the present year, as if such pretended 
 classification had never been made. 
 
 And upon their information^ and belief your orators 
 aUege that the Board of Directors elected by the pro- 
 curement of the said Gould, Fisk and Lane in October, 
 1869, is so constituted, and was designedly so made up by 
 them, as that said board possesses no independent force 
 for controlling the said Gould, Fisk and Lane, but as a 
 board, in so far as it acts at all, is the mere instrument 
 of their will, and that as matter of fact the said board, 
 in so far as it has acted at all, has acted, and does act 
 in entire subserviency to the personal, selfish and 
 
 210 fraudulent schemes of the said Gould, Fisk and Lane, 
 and that although it may be true as now alleged by 
 said Gould, Fisk and Lane, that since the election of 
 such new board, meetings of the directors have been 
 held more frequently than during the preceding 
 year, when even the pretence of holding directors' 
 meetings was abandoned, yet that as well since the 
 election of such new board in October, 1869, as before, 
 the said Gould, Fisk and Lane have had and still have 
 practically the absolute and unchecked control of the 
 said corporation, its funds and property, and all its 
 affairs. 
 
 And your orators upon their information and belief 
 allege, that the said William M. Tweed is in full accord 
 with the said Gould, Fisk and Lane, in their schemes 
 and acts for private and personal gain and advantage 
 at the expense of the Erie Eailway Company, and to 
 the utter disregard and sacrifice of its interests, and, 
 as your orators beheve has been and is personally 
 interested in many of such scliemes and acts ; that the 
 said Henry N. Smith was a copartner of said Gould in 
 the firm of Smith, Gould, Martin <fe Company ; that 
 several of the said directors are salaried employees of 
 the Erie Eailway Company, holding their offices at the 
 pleasure of the said Gould, Fisk and Lane, or of the 
 said Gould alone, and are under the influence and 
 control of said Gould, Fisk and Lane, and have only a 
 
13 
 
 nominal and trifling interest as sliareliolders of the Erie 217 
 Kail way Company if they liavo any such interest, and 
 that among tlie persons thus situated, as your orators 
 are informed and believe, are Justin D. White, the As- 
 sistant Treasurer, John Hilton, the father of the Trans- 
 fer Clerk, and himself a clerk or agent in some 
 other capacity, Horatio N. Otis, the Secretary, and 
 George C. Hall, tlie Supply Agent of the Erie Eail- 
 way Company, and that M. E. Simons, another of 
 the said Directors, is in substantially like position 
 or relation with the said Gould, Fisk and Lane, 
 except that he is a salaried employee of the Nan-agan- 
 sett Steamship Company, wliich is under the manage- 
 ment, direction and control of the said Gould, Fisk and 218 
 Lane, as aforesaid. 
 
 And your orators believe and charge that as to some 
 other members of the said Board such as the said 
 Homer Kamsdell, Alexander S. Diven, John Ganson, 
 and some others who are gentlemen of character 
 and of such position and capacity as to make them 
 intrinsically proper Directors for such Company, under 
 ordinary circumstances, their independent action as 
 such Directors is, as your orators believe and charge, 
 compromised by reason of their being under some 
 pledge that they would eitlier support the policy of said 
 Gould or resign, and if it be not so, they are in too small 
 a minority to interpose any substantial check to the plans 2 1 9 
 and operations of said Gould, Fisk and Lane, supported 
 as they are by an overwhelming majority of the Board 
 in their interest, and that they are in such relations, 
 personal or otherwise with the said Goukl, Fisk and 
 Lane, as have prevented and will prevent them from in 
 any way causing to be exerted the corporate power of 
 the Erie Railway Company to bring the said Gould, 
 Fisk and Lane to account for their past misdeeds, and 
 to compel restitution from them of the enormous 
 amounts of money which they have wrongfully and 
 fraudulently obtained from the funds of the said Com- 
 pany and that some of the said Dii'ectors not being 
 
 10 
 
74 
 
 220 residents of tlie City of New York, where the meetings 
 of the board are held, do not attend such meetings. 
 
 And your orators upon their information and belief 
 show that since the election of the said new Board of 
 Directors, in October, 1869, there has been by the pro- 
 curement and under the management and direction of 
 the said Gould, Fisk and Lane a further increase of the 
 common capital stock of the said The Erie Eailway 
 Company, to the extent of $5,000,000, or 50,000 shares of 
 $100 each, making the whole share capital of such com- 
 pany over $80,000,000, and that as your orators beheve 
 and charge, this has been accomplished by means of the 
 issue by said Gould, Fisk and Lane in the name and on 
 
 '-^^'^ behalf of said Company of its bonds for $5,000,000, 
 containing a clause authorizing the holder of such 
 bonds to cenvert the same into capital stock of said 
 Company, which conversion has been subsequently 
 made. 
 
 And your orators believe and charge that the like 
 allegations are substantially applicable to this in- 
 crease of stock and to the issue, negotiation and sale of 
 the convertible bonds which were converted into such 
 stock and the receipt of the proceeds thereof by said 
 Gould, Fisk and Lane, and the application of such pro- 
 ceeds by them, as are hereinbefore contained in 
 respect of the convertible bonds and stock, to the 
 ---2 amount of $32,000,000, or thereabouts, issued during 
 the year ending September 30, 1869, with this exception 
 only, that there may have been obtained by the said 
 Gould, Fisk and Lane some nominal approval by the 
 Board of Directors, who were in fact the mere instru- 
 ments of their will as aforesaid, of some of their acts 
 and doings in respect of the $5,000,000 of bonds and 
 stock issued subsequently to the election in October, 
 1869. And your orators pray that all the allegations 
 of this Bill in relation to the before mentioned 
 $32,000,000 of stock and bonds and the issue, sale 
 and negotiation thereof, and the receipt of such pro- 
 ceeds by said Gould, Fisk and Lane, or some of them? 
 
75 
 
 or by or under tlieir direction and control, and thQ 223 
 application of such proceeds and all the aljegations, 
 claims and charges hereinbefore contained in relation 
 to the liability or accountability of the said Gould, Fisk 
 and Lane for or in respect of the said $32,000,000 
 of stock and bonds, and the proceeds of the same may 
 bo regarded as repeated and made applicable to the 
 said last mentioned $5,000,000 of stock and bonds, and 
 the negotiation, sale, and issue thereof, and the receipt 
 of the proceeds and the liability or accountability of 
 the said Gould, Fisk and Lane for or in respect of the 
 same with like effect as if the same were here repeated 
 at large in reference to or in connection with said five 
 millions of stock and bonds and the proceeds thereof. 
 
 And your orators have reason to beheve and do 224 
 beheve that the said Gould, Fisk and Lane, unless they 
 be therefrom restrained by the injunction of this Court 
 will, in the exercise of the power by them wielded as 
 above set forth, cause to be issued in the name and on 
 behalf of 'the Erie Eailway Company, further large 
 amounts of convertible bonds of said Company, and 
 further large amounts of stock of said Company in ex- 
 change for and upon conversion or pretended conversion 
 of such bonds, and that siich stock vdW be put upon the 
 market and sold to bona fide pmxhasers, and that said 
 Gould, Fisk and Lane will be guilty of the like misman- 225 
 agemont, improvidence and waste, and Hkewise of the 
 aike fi-auds, in respect to such further issues of bonds 
 and stock and the proceeds thereof as they have com- 
 mitted, or are chargeable with, in relation to the con- 
 vertible bonds and stock already issued since the said 
 Gould became President of said Company. 
 
 And your orators say that the credit and charac- 
 ter of the said Company have now become so 
 greatly impaired by reason of the mismanagement, 
 waste and fraud of the said Gould, Fisk and Lane, 
 as that no fm*tlier issues of its unsecured bonds or 
 of its stock could now bo made as your orators believe 
 except upon most ruinous terms of discount, and that as 
 your orators, believe not so much as one thii'd of thcnom- 
 
76 
 
 226 iaal amount of anjsucli farther issues of bonds or stock 
 could or can be obtained for tlie same in the market. 
 
 And your orator , further show that within the few 
 months last past a large number of the shareholders of 
 the said Erie Eailwaj Company, resident in Great 
 Britain, have become awakened to the necessity of 
 action on their part, in concert with other bona fide share- 
 holders, in order to wrest the control of the said Company 
 from the said Gould, Fisk and Lane, and save it from 
 utter bankruptcy; and it has been ascertained that over 
 four hundred and fifty thousand shares of the stock of 
 said Company, representing a capital of more than 
 $i5,000,000 is held in Great Bfitain. And your orators 
 say that besides this stock there is a very large amount 
 of the share capital of said Company, held upon the 
 continent of Europe, and the fact of intended adverse 
 action against said Gould, Fisk and Lane on the part 
 of the British shareholders has become known to them, 
 and the same is pubKc and notorious. 
 
 And your orators further state that in the course of 
 the proceedings of said British shareholders the fact 
 has appeared that upwards of 190,000 shares of the 
 said stock were held and owned by parties in Great 
 Britain, whose evidence of title was merely the 
 stock certificate, Avith blank power of attorney for 
 transfer endorsed thereon, the said stock standmg 
 legistered on the Company's books, in the names 
 
 228 of holders who had parted with it, and a large portion 
 of such stock was found to stand in the names of Smith, 
 Gould, Martin aud Company, and of other persons 
 and firms, whose proxies for voting could be controlled 
 or obtained by them, through purchase or otherwise, 
 and that the holders of a large amount of the stock thus 
 owned in Great Britain, decided to have their stock 
 transferred upon the Company's books to Robert Ama- 
 deus Heath and Henry Louis Eaphael, of London, 
 and accordingly the original certificates for a part 
 of such stock, Xvith the powers of attorney for the 
 transfer thereof indorsed thereon, signed in due form 
 
77 
 
 by the parties in whose namos the said stock stood 229 
 registered, and so filled up as to authorize the transfer 
 of the stock represented by the certificates respectively 
 to Robert A. Heath and Henry L. Raphael, were for- 
 warded to Messrs. L. Von Hoffmann & Co., bankers, of 
 the City of New York, in order that they might 
 procure the transfer of such stock to be made 
 accordingly. 
 
 And your orators upon their information and belief, 
 further show, that on the seventh day of Februarj j 
 1870, the said L. You Hoffmann & Company, as agents 
 of the said Robert A. Heath and Henry L. Raphael 
 duly and regularly presented to the Erie Railway Com- 
 pany, at its transfer office, certificates to the aggregate 
 amount of 1(3,770 shares of the stock of said company, 
 which certificates are in due and usual form, and bear 
 the signatures of the proper officers and are in all 
 respects legal and valid, and which had endorsed thereon 
 powers of attorney in the usual and proper form, and 
 duly executed by the original shareholders named as 
 such in the certificates respectively, authorizing the 
 transfer to said Robert A. Heath and Henry L.Raphael, 
 of the sto'^k represented by such certificates, where- 
 upon the said L. Yon Hoffmann and Company, on behalf 
 of said Heath and Raphael demanded tlie transfer to -231 
 said Heath and Raphael on the company's books of 
 the stock represented by such certificates, proposing to 
 surrender the original stock certificates upon such 
 transfer, but they were not permitted to make such 
 transfer, and the same was wholly refused by and on 
 behalf of the said company, although the transfer books 
 were then open and transfers were being made by other 
 persons. Tliat, thereupon tlie said L. Yon Hoffmann & 
 Company addressed a letter upon the subject to the 
 said Jay Gould, as President of the said company, of 
 which the following is a copy : 
 
78 
 
 f32 Jay Gould, Esq., | 
 President Erie Railway Company, 
 
 Present : 
 
 New York, February 7, 1870. > 
 
 Dear Sir : — We presented, this morning, at the Trans- 
 fer office of the Erie Railway Company, 1(),770 shares 
 which, though they were properly endorsed and stam])ed, 
 liio Transfer Clerk refused to transfer, as desired by us 
 oil the books ot the Company. The Transfer Books wen 
 open; other parties transferred a number of certificates, 
 
 233 We therefore beg to inquire whether this strange prO' 
 ^ ceeding is sanctioned by yon, and why we were not al- 
 lowed to transfer these shares ? 
 
 Your obd't. servants, 
 
 L. YoN Hoffmann & Co, 
 
 In reply to whicli the said L. Yon Hoffmann & Co. 
 received from said Gould a letter of the same date, oi 
 whicli the following is a copy. 
 
 New York, February 7, 1870. ' 
 L M. Yon Hoffmann & Co., 
 Dear Sir : — I am- in receipt of your esteemed note o: 
 
 234 7th inst. 
 
 In reply I would say that at present the transfer books 
 of the Company are closed for the purpose of having the 
 back accumulation of work written up, and when thej 
 reopen they will be kept at the General Offices of the 
 Company. 
 
 Yery respectfully, 
 
 Jay Gould, 
 
 Pres't. 
 
 That on the 16th day of February the said L. Yon 
 Hoifmann & Co., being anxious to i^rocure the transfer to 
 their principals, in accordance with their instruction?, of 
 the said large amount of stock, and believing t!i;it there 
 was no legitimate cause for the delay of such trauster/ 
 
1Q 
 
 ddressed a letter to the transfer aizent of saifl company, 235 
 if which the lollowing is a copy . 
 
 New York, February 16, 1870. 
 Do John Hjlton, Esq., 
 
 Transfer Agent, 
 
 Erie Kaih'oad Office : 
 
 Dear Sir : — We beg to inquire whether the Transfer 
 Books of your Company have been opened again ; and, 
 f not, whether a day has been fixed when they will be 
 )pened ? If convenient, we should like to see you at our 
 Mhce, in relation to some certiticatcs to be registered at 
 :he Farmers' Loan and Trust Company. 
 Please excuse the trouble. 236 
 Yours, respectfully, 
 
 L. VoN Hoffmann & Co. 
 
 In reply to which, said L. Yon Hoffmann & Co. rc- 
 ceiveda letter, of which the following is a copy : 
 
 Secretary's Office, Erie Eailway Company, 
 Cor. Sth Ave. and West 23d Street. 
 
 Box 839 P. O. 
 
 New York, Feb. 17th, 1870. 
 Messrs. L. Yon Hoffmann & Co., 23*^ 
 
 Gentlemen : — Your favor of yesterday, addressed to 
 John A. Hilton, asking certain information in regard to 
 the opening of the transfer books, came to hand, and in 
 the absence of Mr. Hilton, has been handed to the counsel 
 of the Company for his attention and reply. 
 
 Yours respectfully, 
 
 W. J. Hilton. 
 
 I That on the 24tli day of February tlie said L. Yon 
 ' Hoffrnaim & Co., having receivcl no communication (rom 
 ^ the counr?el of said compafiy, Mddressed to the saiil Jay 
 I Gould a letter, in ih© words following, viz. : 
 t 
 
80 
 
 238 New York, February 24th, 1870. 
 
 Jay Gould, Esq., 
 
 President of the Erie R. W. Co., 
 Present : 
 
 Dear Sir : — As the representatives of Messrs. Robert 
 A. Heath and Henry Lewis Raphael, of London, on 
 whose behalf we applied to jonr company on the 7th 
 inst., for the transfer to thetn of 10,770 shares of ifs 
 stock, in conformity with ref^ular documents [)rcsentcd 
 for the purpose, and wliich transfer we have thus far 
 been unable to obtain, we must again apply to you on 
 the subject. 
 
 2gg Some days after the receipt ot your note of the 7th 
 inst., we applied to Mr. Hilton, your transfer agent, in- 
 quiring when the transfer books would ai^ain be opened, 
 in response to which we received, on the lith inst., a 
 note, stating that our note had been handed to the 
 counsel of the company for liis attention and reply, but 
 we have received no con:munication since from the 
 counsel or any one else on behalf of the company. 
 
 We trust we may receive from you, as tlie head of the 
 company, information as to when we can obtain these 
 trausiers, to which our principals are clearly entitled, 
 and that there may be no furtlier delay in regard to it. 
 As the by-laws of your company have not been pub- 
 
 240 lished, so far as we can ascertain, we beg also to inquire 
 whether you will furnish to ns a copy (*f tiiem, or allow 
 a copy to be made at our expense, or if that bo deemed 
 objectionable, allow us to inspect a copy. We should 
 also be pleased to be informed whether the original arti- 
 cles of association, under which your company was or-- 
 ganized, have been altered, and if so, in what particu- 
 lars. 
 
 Your obd't servants, 
 
 L. Yon Hoffmann & Co. 
 
 That to this letter the said Jay Gould, as your orators 
 are informed and believe, has returned no answer what- 
 ever. 
 
81 
 
 And your craters fnrtlier show, as tlipy are informed 241 
 and believe, that the said L. Voi: Ilotfinann t& Co., as 
 aorents ot the said Heath and Raphael, have thus far 
 been wholly unable to obtain a transfer of the said 
 1G,T70 sh.ires, or any part ti ereof, nor has any reason 
 been f^iven to the n lor not perinittini; sucli transfer, ex- 
 cept a ojivinf^ out, on the part ot said coin])any, that tho 
 transfer hooks arc chased, and that an injunction ajainst 
 perniitting ot transfers has been granted at tlie snit of 
 some shareholder, by the Hon. George G. Barnard, one 
 ot the Justices ot tho !:^npreme Conrl of the iitate of 
 New York. And your orators, upon their information 
 and belief, chari^e that whatever may be joiven out as 
 the ground or reason for snch closing of tiie transfer 242 
 books, the true motive thereof is the dt'sire and deter- 
 !!)ination on the part of the said Goidd, Fisk, and Lane 
 to prevoiit foreign shareholders ironi causing their stock 
 to bo transferred into their own names, or the names of 
 their nominees, and to keep an enormous amount ot tho 
 stock of said company, including not only the al)Ove- 
 mentioned 190,000 shares and upwards hehi in Gi'ea^; 
 Britain, but likewise a very great amount of stock simi- 
 larly situated, whic'i is held upon t!ie Continent, 
 in the names of t!ie former holders, who are in great 
 measure confederates, friends, and associates of said 
 Gould, Fisk, and Line, or persons whose proxies they 
 can obtaii' by purchase or otherwise wiien neecied, and 2i3 
 that such course of preventing transfers has been 
 adopted, and is persisted in, l^y the said Gould, Fisk, and 
 Lane, with the design and pur[)oseof thereby cmSai ras- 
 sing and frustrating, as lar as may be, the etf.u ti of 
 the foreign stockh dders to brii\g the said Gould, Fisk, 
 and Lane to justice, tor the wrc)ng3 and frauds which 
 they have committed. 
 
 And your orators, upon their information and belief, 
 further ciuirgo that the pretended suit in the Suju'cmo 
 Court of New Yoik on behalf of a stockholder in said 
 Company against said Company, wherein such preleniled 
 injunction a-ainst transfers was obtained, is afuiudulent 
 11 
 
82 • 
 
 244 and collusive suit in the interest of said Gould, Fisk and 
 Lane, and that the same was instigated and set on foot 
 by them, and is promoted and carried on, in so far as 
 after the obtaining of said injunction it is carried on at 
 all, by the said Gould, Fisk and Lane, and subject to their 
 direction and control directly or indirectly : and in re- 
 spect of the request on the part of the said L. Yon Hoff- 
 mann & Co., in their letter of Feb. 24, 1870, for inspec- 
 tion of, or information concerning the existing by-laws 
 and articles ot association of said Company, and where- 
 unto the said Jay Gould has given no answer whatever, 
 
 245 your orators saj that such inquiries were made because 
 • of the existence of rumors to th{3 effect that said Gould, 
 
 Fisk and Lane, since they have had control of said Com- 
 pany have caused to be made some important alterations 
 in the by-laws or articles of association, or both, which 
 affect the rights or forms of transferring stock, and the 
 rights or forms of voting upon stock by means of proxies, 
 which changes have been made with a view to embarrass 
 transfers or voting, or both, on the part ot foreign share- 
 holders, but that such changes* in the by-hiws or articles 
 of association, or either ot tliem, whatever they may be, 
 are for the time being kept secret by tlie said Gould, 
 Fisk and Lane. 
 
 And your orators, upon their information and belief, 
 further show that at various times since the said Gould, 
 Fisk and Lane acquired control in and over the affairs 
 of the Erie Railway Company as hereinbefore mentioned, 
 as well before as after the time they acquired the com- 
 plete control in July, 18iJ8, tlie said Gould, Fisk and 
 Lane have wrongfully expended auii caused to be ex- 
 pended, and concurred in tlie expenditure of, the moneys 
 of the Erie Kailw^ay Company to a very large amount, 
 for the purpose of obtaining or influencing legislative 
 action by them desired, besides the particular legislation 
 hereinbefore 8|)ecified, and in and about the carrying on 
 of a great number of snits instigated or set on foot or 
 carried on by the said Gould, Fisk and Lane, or some of 
 them or for their use, account or benetit, and in and about 
 
S3 
 
 the defence of various other suits wlierein thej were 2^7 
 parties defeijdant, or the defence whereof was for their 
 persoiml account or henefit, and in and about nume- 
 rous litigations, in some of which the Erie Railway was 
 a party, and in others of which it was not, and for vari- 
 ous purposes, ordinary and extraordinary, and in great 
 pro|)()rtion illegitimate, connected with such litigations, 
 and for the purpose of securing or j)rom(>ting the ohjects 
 which by such litigations the said Gould, Fisk and Lane, 
 sometimes in the name of the Erie Railway Company 
 and sometimes not in such name, w^ere seeking to obtain 
 for their own private and j)or.sonal gain, benefit, advan- 
 tage or protection ; and that the said Gould, Fisk and 
 Lane, in the course of their various schemes and opera- 
 tions hereinbefore mentioned or referred to, and for the 248 
 [jurpose of carrying out their own objects and purposes 
 con iected therewith, havj at divers times caused to be 
 instituted and carried on by other persons, fraudulent aad 
 collusive suits, some of them purporting to be against 
 the Erie Railway Company and some of them purporting 
 to be against the.nselves or some of them, but all of which 
 suits were in fact in their own interests, and that the 
 expenses, direct and indirect, of such suits, including 
 various collateral expenditures, extraordinary as well in 
 character as in amount, have been ultimately paid or 2i9 
 caused to be paid by the said GouM, Fisk and Lane, out 
 of the tunds of the Erie Railway Gomj)any, in fraud of 
 the rights of the bona file shareholders of such Com- 
 p\ny, and that the su ns thus paid from ti)e Company's 
 funds include as well such expenditures to an enormous 
 amount by or on behalf of the pretended plaintiffs in 
 sucii suits, and of the parties purporting to be therein 
 arrayed in hostility against the Erie Railway Company or 
 against Uie said Gould, Fisk and Lane, as such expendi- 
 tures purporting to have been made on behalf of the Erie 
 Railway Company. 
 
 And your orators, upon information and belief, further 
 show, that it has been, and is, a practice on the part of the 
 said Gould, Fisk, and Lane, when hard |»ressed by a Z>o7ia 
 
8^ 
 
 250 fide adverse litigation , seeking redress against any of their 
 fraudulent or wrongful acts or proceedings in connection 
 with tlie affairs of the Erie Railway Company, to start and 
 carr}' on, or cause to be carried on by some confederate, 
 some pretended adverse, but really friendly and collusive 
 suit or proceeding relative to the same subject matter, and 
 to use the same to embarrass and frusti ate the ends of 
 such really adverse proceeding, and on some occa- 
 sions when pressed by adverse proceedings, which had 
 resulted, or were about to result, in the appointment of a 
 Beceivcr of funds which the said Gould, Fisk, and Lane 
 or some of theuj, had wrongfully gotten into their pos- 
 
 251 session in connection with the affairs of the Erie Hail- 
 way Company, they have frustrated such proceeding and 
 such adverse Receivership, by means of a collusive pro- 
 ceeding, and the collusive appointment, sometimes of- 
 said Jay Gould himself, and sometimes of some friend 
 and associate of the said Gould, Fisk, and La'ie, or some 
 of the n, to be such Ileceiver, and that in one in 
 stance one Peter B. Sweeny, a person possessing 
 great political influence, and whose friendship, aid and 
 co-operation in their schemes the said Gould, Fisk and 
 Lane, for lhat reason atid others desired to obtain, was, 
 nominall}', ap|)ointed receiver of a large fund belonging 
 to the Erie Riilway Company, aiui although no j)orti(>n 
 
 252 such money ever ])assed into his hands, and he never 
 in fact performed any service .vhatever as such rccoivor, 
 and never earned or became entitled to any commissions 
 as buch receiver, the said Sweene}' was, upon the dis- 
 charge of iiis rcceivershij), a short time after the order 
 for Ills appointment had been made, |)aid fiom and out 
 of t!»o funds of the Erie Raihvav Company, a very large 
 sum of money, amounting to $L.'0,0 '0 or thereabouts, 
 in i)retendeei co npens ition fn- his services as such 
 receiver, which payment was so made by the pro- 
 curement or with the assent and concurrence of 
 the said Gould, Fisk' and Lane; arid if any order 
 of Crart authoiizing such payment was obtained, 
 as to which fact your orators are ignorant, your orators 
 
96 
 
 cliargo that the ohtainincj thereof waa accomplished by 253 
 means of collusion and fraud on the part of said Gould, 
 Fisk and Lano, and (hat their assent to, or acquiescence 
 in, this payment to their friend and associate the said 
 Peter 13. Sweenev, was a fraudulent breach of trust on 
 the part of said Gould, Fisk and Lane, for the loss from 
 whicli, resulting to the said Company, the said Gould, 
 Fisk and Lnne are personally responsible. 
 
 And your orators upon their information and belief 
 further show, that tlie said Gould, Fisk and Lane, since 
 they acquired c ontrol of the said company, as aforesaid, 
 have wronsjfnlly and fraudulently expended a very large 
 amount of the funds of the said c^'upany , in the control- -'^"^ 
 linger influencing of ])ul)lic elections, and otherwise in 
 aid of political p-irtizanship, and that they have so done 
 with the object and purpose of thereby obtaining for 
 tliemselves aid in their vast schemes of corrnption and 
 fraud, and immunity against their just punishment 
 thcretbr, and likewise that the said GouM, Fisk and 
 Lane on divers occasions when they knew or had roason 
 to suspect that legal process w.is ab^ut to be served 
 npon them either, as otii^^ers of the Erie Railway Com- 
 pany or in their individual capacities, have by the most 
 elaborate means and combinations avoided or delayed 
 the service of such process, and to such end liave caused 
 themselves, while in the ofiices of said company and in 
 other places, to be as it v ere barricaded, and admission 25') 
 to their presence denied to per-o:i3 seeking to serve 
 such proces?, and this end they havo employed and 
 kept in service large numbers of men, including so- 
 called rouglis and lighting men, and have employed and 
 kept in service largo numbers of other persons, as 
 spies and otherwise in aid of their designs for pievent- 
 ing such service of process. And in ro-pcct of all the 
 foregoing allegations of this complaint, from the end of 
 the charire rcd iting to t!io alteration of the bv laws, up 
 to this present point, your orators say that they are un- 
 able t ) m ike any more particular apecitic itions iu 
 respect of the same, but they demaud from the said 
 
88 
 
 256 Gould, Fisk and Lane a full accountinor in respect of all 
 expenditures of the said company's money, for any of 
 the objects or purposes above mentioned or referred to 
 in such behalf, and they pray that by the decree in this 
 suit the said Gould, Fisk and Lane may be adjudged to 
 repay to the said company, for the benefit of your ora- 
 tors, and the other bona tide shareholders, the full 
 amount of all such expenditures wrongfully made from 
 its funds, with interest thereon. 
 
 And your orators further show, that by the ofiScial re- 
 port made by the Erie Eailway Company to the State 
 Engineer and Surveyor, in pursuance of the General 
 flailroad Act for the year ending September 30, 186S, 
 
 257 purporting to bi^ verified lyy the oath of th(? said Jay 
 Gould as President, a printed copy of which report is- 
 sued from the printing office of the Erie Railway Com- 
 pany, lias recently been procured by the agents of your 
 orators, and is now in their possession, and from the 
 additional tabular statements annexed to and printed 
 with the said report in the said pamphlet, the following 
 facts appear, viz. : 
 
 That at the beginning of the said year, viz., Sep- 
 tember 30, 1867, the total amount of the share capital 
 of the said Company, including both the preferred and 
 common stock, was §25,111,210; and the total amount 
 
 258 of the funded debt $22,4'29,920 ; and the total amount 
 of the floating debt $3,524,813 23 ; and that at the close 
 of tlie said year, viz., on September 30, 1868, the total 
 amount of share capital was §48,302,210 ; and the total 
 amount of the funded debt $23,398,800; and the total 
 amount of the floating debt $4,893,735 81 ; thus exhibit- 
 ing an increase during that year under the management 
 of the said Gould, Fisk and Lane and their then confed- 
 erates, of $21,191,000 in the amount of share capital, 
 $968,880 in tlie amount of the funded debt, and 
 $1,368,9-2 58 in the amount of the floating debt, while 
 the whole amount which according to the said official re- 
 port was expended during the said year for permanent 
 iaiprovemeuts of and additions to the aaid railroad, its ap- 
 
piirtenances and equipment, inclnding graduation and 259 
 masonrv, snperstructure, including iron, passenger and 
 freight stations, bnildi(\gs and fixtures, engine and car- 
 houses, machine shops, machinery and tixiures, land, 
 land damages and fen ces, locomotives and fixtures and 
 snow-plows, passenger and baggage cars, freight and 
 other cars, and Pavonia Ferry, was no more than the 
 sum of S2,tl:GtI:,C15 87 ; deducting which amount from 
 the before mentioned increase of stock and funded and 
 floating debt during said year, there is left a deficiency 
 of over §21,000,000 arising from that year's operations 
 of tlie said Gould, Fisk and Lane and their then confed- 
 erates, which is wholly unaccounted tor, except that 
 there is a charge in the said report of S4,77J:,'j20 40 for 260 
 * discount on sale of convertible bonds, A:c.," wiiich is 
 therein reckone<i by said Gould as part of the " cost of 
 the road and equipment," but which charge youroratois 
 claim to be wholly inadmissible, illegal and fraudulent; 
 and the deficiency thus reruaining unaccounted for from 
 tliisyear's operations, when added to the before mention- 
 ed deficiency for the year ending September oOth, 1869, 
 shows an aggregate against said Gould, Fi^k and Lano 
 and tlieir confederates of hetween SiO,000,Oi)0 and 
 §50,000,000, It further ap[)cai-s from the said report and 
 the schedules published in connection therewith by the 
 Erie Eailway Conipany, as aforesaid, that the receipts 
 by said Company from its earnings tor the said year 261 
 amounted to §14,rJ76,872 27, and that the payments 
 during such year for current expenses, including trans- 
 portation expenses and all other payments tor other 
 purposes than construction, amounto l to §11,716,103 20, 
 leaving an apparent surplus of §2,660,709 U7, which 
 is stated to have been applied as follows, viz.: 
 
 To interest on mortgage debt §1,687,267 65, to rents 
 of leased railroads §703,392 93, and to interest, tfec.," 
 §2J7,37G, leaving a surplus of about §22,< >, stated to 
 have been applicable in aid of the dividend on the pre- 
 ferred stock made as of Jan. 7tli, 1868, which dividend 
 amounted to §667,304 85, and, according to the said 
 
88 
 
 2G2 report and schednles thereto annexed, would appear 
 to have been ahuost wholly made out of the surplus 
 income which accrued prior to October 1st, 186.. By 
 the same report and schedules it turther appears that in 
 the year ending Sept. 30th, 1SU7, the gross receipts 
 from earnings amounted to $14,317/213 14, and the 
 current expenses, including transportation expenses and 
 all other payments for other purposes than construction, 
 amounted to 8^0,074,921 86, leaving net earnings to the 
 amount of $3,642,^291 28. 
 
 And your orators further show, that upon examina- 
 tion of the official reports made by the Erie Railway 
 Company to the State Engineer and Surveyor, for the 
 year next preceding that in which the said Gould and 
 
 263 Fisk came into the management of the said company, 
 and for the two years of their management up to 30th 
 September, 1869, the following comparative lesuits ap- 
 pear, namely : 
 
 Year ending SOtJi Se2±, 1867 : 
 
 Gross earnings $14,317,213 14 
 
 Current expenses 10,674,921 86 
 
 Net earnings 
 
 Year ending 30t]i Sept., 1868 : 
 
 Gross earnings $14,376,872 27 
 
 Current expenses 11,716,163 20 
 
 Net earnings 
 
 Year ending 30th Sept., 1869 : 
 
 Gross earnings §16,721,500 34 
 
 Current expenses 13,718,085 43 
 
 Net earnings 3,003,414 91 
 
 And your orators further show, that in oth foregoing 
 comparative statement, the items of current expenses in- 
 clude certain items which are not strictly transportation 
 or operating expenses Of the road, that is to say, ex- 
 penditures for Hudson Eiver ferry, operating telegraph, 
 hire of cars, internal revenue tax, loss on Lake Erie 
 steamers and insurance, and that if such comparative 
 
 3,642,291 28 
 
 2,660,709 07 
 
89 
 
 statement be corrected by excluding these items, tlie 
 following comparative results appear, namely : 
 
 Year ending 30tli Sept., 1867 : 
 
 • Gross earnings $14,317,213 U 
 
 Transportation or opera- 
 ting expenses of the 
 road 10,311,217 20 
 
 Suri^lus $4,005,995 94 
 
 Tear ending 30th Sept., 1868 : 
 
 Gross earnings $14,376,872 27 
 
 Transportation or opera- 
 ting expenses of the 266 
 road 11,143,092 32 
 
 Surplus 3,233,779 95 
 
 Year ending 30th Sept., 1869 : 
 
 Gross earnings...^ $16,721,500 34 
 
 Transportation or opera- 
 ting expenses of the 
 road 13,259,266 61 
 
 Surplus 3,462,233 73 
 
 And your oratora show tliat tlina it ajipearp, 2G7 
 from tiio statements of the said GduM, FisU, and 
 Lane themselves, iliut as the net lesult of their 
 two 3'cavs' management of the Erie Railway Crmj)any 
 fr(nn the time when said Fi^k and G'luM lir?t acqnircd 
 ])ower and control tliLTein, they have snccee led in re- 
 ducini; tiie net earnings ot the said company to the extent 
 of more than S5U0,00i) a year, whilu they have increased 
 the amount ot its share capital and tumlcel and fl)arini; 
 debt from $51 UG5,943 23 to $101,93 s,710, or to an 
 extent ot" njore than 850,000,000, and that of iliis 
 $50,000,000 of addilionid capital obtained from 
 the public as for investment in said cnterjnise, 
 they do not pretend to show moic liian between 
 12 
 
C390 
 
 •268 six and seven millions actnallj expended in improve- 
 ments of and additions to the property, and they have 
 not paid any dividends whatever to the shareholders, 
 except the single dividend on the preferred stock in 
 January, 1868, which appears to have been substantially 
 paid out of surplus earnings accruing prior to the time 
 when said Gould and Fisk came into the management. 
 And your orators, upon th'eir Information and belief, fur- 
 ther 6tate that the above-mentioned decrease of net earn- 
 ings in the year ending September 30, I8i9, below tlie 
 nett earnings of the year ending September 30, 1867, 
 was not owing to any causa of general applic ition to 
 
 2^ij railroads, or to any particular circumstances of the Erie 
 railway other than its mismanagement. That, dui'ing 
 the same period, other railroads, -situat-od not more fa- 
 : yorably for business and profit than the Erie railway, 
 increased their nett earnings, prbfft and productiveness, 
 and that, during said period, if the Erie railway had been 
 honestly and properly managed, it could and would have 
 made a ^ain in nett earnings in the said latter year over 
 the said nett earnings of the former year, instea 1 of a 
 loss or diminution in such amount, and without any in- 
 crease of its sh:ire caj)ital, or of its indebtedness, or other 
 permanent investmoiJt uf- additional capital therein. 
 
 And your orators further show, that the public mind 
 has become so fully impressed with the extent and de- 
 gree of the disastrous consequences resulting and likely 
 to result to the Erie Railway Company from having 
 said Gould, Fisk and Lane, to be its managers, that the 
 market price ot the preferred stock has recently fallen to 
 about forty-two or forty-three per cent., and the market 
 price of the common stock to about twenty-five per 
 cent., and the market value of its mortgage bonds has 
 also very materially lallen. 
 
 And your orators further show, that the said Erie Rail- 
 way Company has not now any substantial credit for any 
 considerable amount, without giving collateral security, 
 and it has even fallen into discredit with its workmen 
 and other employees, who have more than once turned 
 
out upon a strike by reason of the failure of the man- 271 
 agers of baid Company to pay them their wajj^es when 
 they were due. 
 
 And your orators further ehow, that tlie credit of the 
 said Company, and the market prices of its stocks, of 
 boih classes, would be yet mucli lower than they are, were 
 it not tor the hope entertained that the said Gould and 
 Fisk and Lane will be ousted from the control of said 
 C«>mpany's affairs and brought to justice for the wrongs 
 and frauds which they have committed. 
 
 And \our orators lurtlier sho.v, as they are informed 
 and believe that not only have thw said Gould, Fisk and 
 Lane been dishonest in their management of said 272 
 company, and their doings in connection with its affairs, 
 but they wholly lack capacity for the successful or 
 advantageous management ot the affairs of such a 
 company, and apart from their aj)propriations of the 
 company's funds to their own private purposes and 
 objects, tjeir conduct of tlje company's affairs l as 
 been and is ciifiracterized by gioss improvidence, 
 mismanagement, waste and incapacitj-, and that as 
 your orators believe, the management by said Gould and 
 Fisk of their own pecuniary atfairs has been aiid is ciiar- 
 acterized by the like qualities and conduct, and that a very 273 
 large portion ot the money of the company which they 
 have wrongfully and fraudulently obtaineJ has been by 
 ti em wasted, sunk, spent and hist. That as your orators 
 are informed and believe, neither of the said Gould. Fisk 
 and Lane was possessed of any considerable amount of 
 property or t redit at the time when they came into tijo 
 control of theKrie Kailway Company in October, 1S67; 
 that prior to tliat time the said Gould had been a tanner 
 in Luzerne County, Pennsylvania, wliere he Iiad made a 
 ruinous bankruptcy, and lett that state with unsatisfied 
 ju Igments standing against him, and some of which 
 judgments your orators believe remained unpaid at tiio 
 time when i.e came into the Erie Railway Company ; 
 tiiat the said Lane had faded in business, or in the specu- 
 lations in which he had been engaged, a aliort time bo- 
 
92 
 
 274: foro he came into the said Board of Directors; and your 
 orators believe, tliouirU as to this they may he mistaken, 
 that the said James Fislc, Junior liad also been unsuc- 
 cessful in business in Boston, fVom whence he came, not 
 long before this ]ieriod; and your orators believe and al- 
 lege that at all events whatever ])roperfy the said Gould, 
 Fisk and Lane or either ot them had at the time when 
 they acquired control of the Erie Railway Connipany 
 as aforesaid, had been acquired by them within a coin- 
 parativeiy recent period, ai^d was mainly if not entirely 
 the result of stock spef^uiation^. 
 
 And your orators believe and charge, that the whole 
 amount of the property now possessed by the said Fisk, 
 Gould and Lane, is vastly less than the amount of 
 
 275 their legal liabilities to the Erie Railway Company, 
 and its h nvt file shareholders by reason of the prem- 
 ises hereinbefore alleged, and that so, if not other- 
 wise, the said Gould, Fisk and Lane, are, and each of 
 them is irretrievably insolvent. 
 
 And your orators further show that it is essential to 
 the protection of the riglits and interests of themselves 
 and the other hona shareholders of the Erie Railway 
 Company, and in order to avoid the further wrongful 
 injuiy and depreciation of such interests as such share- 
 holders, that the said Goidd, Fisk and Lane, and the said 
 Company, and all the officers, directors, managers and 
 agents thereof shall be enjoined and restrained by the or- 
 
 276 ^'^^* ^'^'^ Court, from issuing any further convertible 
 bonds I'f the said Company, and from isaii ng any further 
 stock or certificates of stock of said Company otherwise 
 than upon surrender and cancellation of certificates of 
 existing valid stockofsaid Company upon transfer of such 
 stock in the usual manner. 
 
 And your orators further show that by reason of tlie sev- 
 eral ni itcers herein before alleged, the said Gould, Fisk 
 and Lane respectively, are wholly unfit, improper and un- 
 safe [persons to be trustees of the property of said Com- 
 pany or for the shareholders or creditors thereof, or to 
 be any longer entrusted with the management or control 
 
93 
 
 of the property, funds or affairs of tlie said Company, or 
 with the exercise of any of their powers as directors, ex- 
 ecutive officers or executive committee of said Company, 
 and that it is essential to the preservation of tlie rights 
 and interests of your orators, and the other loria ilrle 
 sharelioldcrs, that they should be at once ousted from all 
 manageuient, control or power, in or about the property, 
 funds or affairs of said corporation, and enjoined from 
 exercising any of their powers as directors, executive 
 officers, or executive committee, or from in anywise in- 
 terfering with the property, funds or affairs of the said 
 Company. 
 
 And your orators further state, that by reason of the 
 power which the said Gould, Fisk and Lane, now practi- 
 cally exercise over the propertv of said Company and its ^ 
 books, accounts and documents, and of the influence 
 which they exercise over the subordinate officers and 
 employees of said Company, in whom rest in great 
 measure the knowledge and information necessary to be 
 obtained in relation to the details of the past doings of 
 the said Gould, Fisk and Lane, in respect to the Com- 
 pany's affairs, it is, and will be impracticable to obtain 
 any fair investigation of the details of such transactions, 
 until the said Gould, Fisk and Lane, shall be wholly 
 ousted from their said power and control, and deprived ^ 
 of their said influence. 
 
 And yorr orators further show, that unless and until 
 the said Gould, Fisk and Lane shall be wholly excluded 
 from the management and control of the affairs of said 
 Company, and such managemcrit shall be ])laced in the 
 hands of persons possessinfr intej^rity and independence 
 of character and that liigh degree of competence, expe- 
 rience and skill wliich is requisite for the adequate and 
 proper management of so great a concern, the riirhts and 
 interests ot your orators and the other bona fide stock- 
 holders will be constantly exposed to further and conti- 
 nual depreciation, injury and loss, and that it the said 
 Gould, Fisk and Lane be very much longer permitted to 
 remain iu the control of the said Company, no other ro- 
 
94 
 
 280 suit can be reasonably looked for than the utter wreck 
 and ruin of the whole interest of the holders of the com- 
 mon stock, and that the interest of the holders of pre- 
 ferred stock will also thereby be put in great jeopardy. 
 
 And your orators iiirt'ier sliO'tV, that if the control of 
 said Gould, Fisk and Lane be permitted to continue, 
 even until tiie next annual election, there will be there- 
 by occasioned great and irreparable loss to your orators 
 and the oW\^xhonafide shareholders, even if by that time 
 the said Gould, Fisk and Line shall be legally forced to 
 allow the present owners of the stock which stands in the 
 names of former holders, whose proxies the said Gould, 
 Fisk and Lane can control, to transfer such stock into 
 
 281 their own names or the name of their nominees, and even 
 idthough before the time for the next annual election there 
 shall have been a competent legal adju tication of the 
 invalidity of the said pretended classiiication of Direc- 
 tors, so as to require an entire Board to be elected in 
 October of this present year; and unless both tho=^e con- 
 tingencies shall be determined favorably to the interests 
 of your orators and the other hona fide shareholders 
 prior to the time for the next annual election, the c )m- 
 ing of such time would afford little or no opportunity of 
 redre-s for the honafide shareholders against the still 
 
 282 further continuance of the wrongs and frauds of the said 
 Gould, Fisk and Lane. And your orators further show, 
 that by reason of the composition of the present Board 
 of Directoru, who were put in oflSce by said Gould, Fisk 
 and Lane in October, 18G0, as aforesaid, and their con- 
 federacy with and subjection to the said Gould, Fisk and 
 Lane, and the other circumstances hereinbefore stated 
 in that behalf, there can be no adequate and proper 
 management of the affairs of the Company under the 
 administration of that Board of Directors, even after the 
 exclusion of said Gould, Fisk and Line, or under the ad- 
 ministration of executive otiicer or agents likely to bo 
 selected by them in place of said Gould, Fisk and Lano 
 and in place ot the present agents and employees here- 
 tofore selected by the said Gould, Fisk and Lane. Aod 
 
95 
 
 that in order to the due and proper nianaij^einent of the 283 
 affairs of said Company and the preservation of tlie 
 ri<>'hts and interests of your orators and the other bona 
 fide sharehohlers until a new Board of Directors can be 
 elected by the shareholders at a re<];ular election, hon- 
 estly and fairly conducted, it is essential that a receiver 
 should bo appointed by this Court to take c1uir£j;o ot the 
 property, funds and aflairs ot the said corporation, in- 
 cludinii; its railroad and appurtenances, and to manage 
 and carry on tlie same under the order and direction of 
 this Court. 
 
 And your orators further show, tliat the several rin^hts 
 and equities, claims and demands in favor of the Erie 
 Railway Company which are hereinbefore set forth or 
 mentioned, cannot bo enforced by suit brought in the gy^. 
 name and on behalf of said Company, for the reason that 
 the control of said Company is now wholly in the hands 
 of said Gould, Fisk and Lane, and your orators are 
 wholly unable to procure the bringing of a suit in the 
 name of said Company, as plaintif}', against then^. And 
 your orators further show, that the holders of the pre- 
 ferred stock, as well as the holders of the common 
 stock of said Company are very numerour^ as well as 
 con.stantly changing, and it is impracticable to make 
 them parties either {>hiintitF or defendant in this suit, 
 and this bill is therefore filed on behalf of your orators 
 and tilt other honajide shareholders who shall elect to 285 
 unite in the suit. 
 
 In tender consideration of all which premises here- 
 inbetore alleged, and torasmuch as your orators are 
 remediless in the |)remibes at and by the strict rules ot 
 the common law, and can have adequate relief only in 
 a Court of Equity : — 
 
 To the end therefore tlmt i.ic sai<i defendants may an- 
 swer all and singular the premises, but without oath, an 
 answer on oath being I erebj* expressly waived, and that 
 the said Jay Gould, Janies Fisk, Junior, and Frederick 
 A. Lane, and each of the:n, may be conip dled to remler 
 a lull, tiue, and just account of all their trust and man- 
 
06 
 
 28G agetnent in respect of the property, funds and affairs of 
 the Erie Railway Company since their election as Direc- 
 tors in October, 18G7, and of all moneys and funds belong- 
 ing to the said Company arising from any source whatso- 
 ever, which since that time have come into tlie hands or 
 under tiie control of them or either of them, and of the 
 disposition of all such moneys, and likewise to come to a 
 full, just, and true accounting in respect of all profits, 
 benetits, gains, and advantages whatsoever which during 
 euch period they, or citlicr of them, have directly or in- 
 directly derived to themselves from the proj)erty, funds, 
 or credit of the said Company, or at its expense, or in 
 any wise by reason of the trust and powers in them vest- 
 
 287 cd as Executive Officers, Executive Com nittee, or Di- 
 rectors of said Company, and likewise in respect of all 
 losses, damages and injuries to which during such period 
 they have subjected, or caused to be subjected the said 
 Company, and in respect of all other the allegations 
 and charges in this bill contained, and that the said 
 Gould, Fisk and Lane may, by the decree in this suit, 
 be adjudged to make payment and compensation to 
 the Erie Railway Company, for the benefit of your 
 orators and the other honci fide shareholders, to the 
 full extent of all such profits, benefits, gains and 
 advantages, and of all such damages, losses and inja- 
 
 2S8 ries, and that by such decree the said Gould, Fisk and 
 Lane may be ousted from all management, control or 
 power in or about the property, funds, or affairs of said cor- 
 poration, and enjoined from exercising any powers as 
 Directors, Executive officers or Executive Committee 
 thereof, and in any way interfering with the property, 
 funds, or affairs of the said company, and that the said 
 Gould, Fisk and Lane and the said Erie Railway Com- 
 pany and all its officers, directors, managers and agents, 
 may be enjoined and restrained by this Court from issu- 
 ing any further convertible bonds of said company, and 
 faom issuing any further stock or certificates of stock ot 
 said company, otherwise than upon surrender and can- 
 cellation of certificates of existing valid stock of said 
 
f7 
 
 oompany upon transfer of such stock in the usual man- 289 
 »er, and that by the order of this Court in this suit, a 
 suitable person or persons may be appointed to be re- 
 ceiver or receivers to take charge of the property, funds 
 and affairs of the said The Erie Railway Company, in- 
 cluding its railroad and appurtenances, and to manage 
 and carry on the same under the order and subject to 
 the direction of this Court, in such manner and for and 
 during such period as under the circumstances may seem 
 proper, and that pending this suit by writ of injunction 
 issuing out of and under the seal of this Court, the said 
 Gould, Fisk and Lane and the said The Erie Eailway 
 Company, and all its officers, directors, manager sand 290 
 agents, may, under the proper penalty, be enjoined and 
 restrained from issuing or delivering any bonds or obli- 
 gations of the said The Erie Railway Company, purpor- 
 ting to confer upon the holder of such bond or obligation 
 any right or privilege of converting the same into stock 
 of said company, or of receiving any such stock in ex- 
 change therefor, and likewise from issuing, putting in cir- 
 culation, delivering, or in any way aiding in giving cur- 
 rency to any stock or certificates purporting to be for 
 stock of the said The Erie Railway Company, otherwise 291 
 than upon the surrender and cancellation of genuine 
 certificates of existing shares of stock of said company 
 now standing registered upon its books, upon transfer of 
 such stock in the usual manner, and likewise that 
 your orators may, pending this suit, have such writ 
 of injunction enjoining and restraining the said Gould, 
 Fisk and Lane, and each of thenn and their attorneys and 
 ajgents from exercising any power or authority, and from 
 doing any act whatever as directors or executive officers, 
 or executive committee of the Erie Railway Company 
 and from in anywise interfering with any of the property, 
 frinds or afiairs of the said company, and from disposing 
 of any of such property or funds of said Company, and 
 from removing, or sutiering or permitting to be removed 
 from the offices of the said The Erie Railway Company, 
 any of the books, papers, securities, or funds of said 
 
98 
 
 292 Company, aad ivom secret' or concealing, or suffering 
 to be secreted or concealed, any such books, papers, secu- 
 rities or funds, and that your orators may have sucli 
 further or such other order, relief and decree in the 
 premises as may be equitable 
 
 May it please your Honors to grant unto your orators 
 the writ of subpoena to be directed to the said The Erie 
 Railway Company, Jay Gould, James Kisk, Junior, and 
 Frederick A. Lane, therein and thereby commanding 
 them, and each of them, on a certain day and under a 
 certain penalty therein to be inserted, to be and appear 
 before your Honors in this Court, then and there to an- 
 ' swer all and singular the premises, but without oath, an 
 answer on oath being waived as aforesaid, and to stand 
 
 293 to abide and perform such further order, direction and 
 decree therein as to your Honors shall seem meet and 
 agreeable to equity and good conscience. 
 
 And your orators will ever pray, &c. 
 
 CHARLES BURT. 
 
 EVARTS, SOUTHMAYD & ChOATE, 
 
 Plaintiff's Solicitors. 
 
 Chs. F. Southmayd, 
 Wm. M. Evarts, 
 
 Of Counsel. 
 
 Southern District of New York, ss.: 
 294: Charles Burt, one of the above named plaintiffs who 
 hath subscribed the foregoing bill on his own behalf, 
 and as agent and attorney, in fact of the other plain- 
 tiffs being duly sworn, deposeth and saith that he is 
 the agent and attorney in fact, of his above named co- 
 plaintiffs, in respect of the institution and prosecution 
 of this suit : and he further saith that he has read 
 the foregoing bill so by him subscribed, and knows the 
 contents thereof, and that the same is true of his own 
 knowledge, except as to the matters therein stated 
 upon information and belief, and as to those matters 
 ho believes the same to be true. And further saith not 
 Sworn before me, this 8th ) 
 
 day of April, 1870. ' j CHARLES BURT. 
 
 A. W. Green, 
 
 Notary Public ^ 
 [SEAL.] N. Y. County. 
 
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