1858, September 3. The last vote was reconsidered, and it was voted that the capital stock be fixed at [Note: amount missing] as represented by the list of stock reported at the previous meeting.

The directors also voted as they had previously done, to rescind all the a.s.sessments heretofore voted, except the a.s.sessment of three per cent.

laid April 11, 1849, and then voted an a.s.sessment of ten per cent. upon each and every share in the capital stock of the company, payable in thirty days. Between this date and September 14, 1859, nine other a.s.sessments were voted, the whole amounting to eighty-eight per cent. of the par value of the stock.

By another entry upon the records, under date of November 3, 1858, it appears that Williamstown and Adams subscribed to the capital stock of the Troy and Greenfield Railroad, ninety-three thousand dollars, upon condition that the payment should be made in town scrip, maturing in thirty years, and to be issued whim the road was completed between Adams and Troy; half the interest on the scrip to be paid by the Troy and Boston Railroad Company. Mortgage bonds of the Troy and Greenfield Railroad Company, in amount equal to said subscription, were to be deposited in the Adams Bank as security against loss of stock from such a contingency as a sale of the road by the _bona fide_ holders.

Immediately following this entry upon the records are recorded these votes:--

_Voted_, To accept the subscription on the condition stated, that the contract with the Troy and Boston Railroad Company be altered to allow said company to pay the interest on the scrip directly to the treasurers of the towns; that bonds to the amount of ninety-three thousand dollars be prepared ready for delivery, and that Mr. Haupt and the treasurer be a committee to carry this vote into effect, as also any change of contract with the Troy and Boston Railroad Company.

_Voted_, That the trustees of the mortgage bonds of this corporation be, and hereby are, requested to deliver to Mr. H. Haupt and the treasurer, ninety-three bonds of one thousand dollars each, to be deposited by them in the Adams Bank, in compliance with the conditions and requirements of the votes of towns of Adams and Williamstown, &c., &c.; sixty bonds to be appropriated as security for Adams, and thirty-three for Williamstown.

Under date of May 20, 1859, appears the following record:--

Whereas, satisfactory evidence has been afforded to the board of directors of the Troy and Greenfield Railroad Company that H. Haupt has, by an instrument of writing, duly executed, formally relinquished, for himself, his heirs, executors and administrators, all pecuniary interest in any profits that may be realized in the construction of the Troy and Greenfield Railroad and Hoosac Tunnel, and that the use of his name in connection with the firm is merely nominal, to avoid the inconvenience and embarra.s.sment resulting from a change of t.i.tle:

_Voted_, That in the opinion of this board, no impediment exists to prevent the said H. Haupt from performing the duties of chief engineer of the Troy and Greenfield Railroad Company, and that he be, and hereby is, appointed to said office.

1859, December 26. _Voted_, That the treasurer be, and hereby is, directed to hand over to H. Haupt & Co., as soon as received by him, the bonds of the Commonwealth, hereafter to be issued in aid of the road or tunnel, taking their receipt therefore.

In 1859, application was made to the legislature to reduce the size of the tunnel in order to facilitate its completion, and by chapter 117, of the Acts of that year, it was provided that the tunnel might be constructed of the height of eighteen feet, and fourteen feet wide, and the payments were changed so as to depend upon the construction of the railroad, the excavation of the tunnel, and also of the heading, which was to be driven of the width of fourteen feet at the bottom, and the height of six feet in the middle, with a proviso that no more than seventeen hundred thousand dollars (in addition to the six hundred thousand dollars of scrip,) of stock subscriptions, and the antic.i.p.ated scrip from the towns before, mentioned, all of which was to be considered as unconditional subscriptions, should be paid until the whole of the tunnel through the Hoosac Mountain shall have been completed, and the payments by the State were not to commence until twenty per cent. of the stock subscription should "have been actually paid in." The provisions of this Act, in regard to advances by the State for progress actually made in excavating the tunnel and constructing the road, were subst.i.tuted for those of the Act of 1854, the second section of which was repealed. By chapter 184 of the Acts of 1860, the city of Boston was authorized, with the consent of the legal voters, to subscribe five hundred thousand dollars to the capital stock of the Troy and Greenfield Railroad; but the consent was not given.

The legislation of 1859 did not meet the exigencies of the corporation, and application for a.s.sistance was again made. To relieve still further the difficulties of the company, the Act of 1860, chapter 202, was pa.s.sed, in which it was provided that the undelivered portion of the loan of two million of dollars, authorized by chapter 226 of the Acts of 1854, amounting to one million seven hundred and seventy thousand dollars, should be apportioned between the railroad and tunnel, and for the construction of each respectively, and six hundred and fifty thousand dollars was set apart for the completion of the unfinished portion of the railroad, extending from its eastern terminus, near Greenfield, to within half a mile of the eastern end of the Hoosac Tunnel, and one million one hundred and twenty thousand dollars to the completion of the tunnel. The Act provided for the execution to the Commonwealth of such further bond and mortgage as the attorney-general should prescribe, and that such bond and mortgage, as well as all bonds, mortgages or other a.s.surances heretofore made to the Commonwealth by said company, should have priority and be preferred before any and all attachments or levies on execution heretofore or hereafter made. The Act further provided that payments hereafter to be made for work done upon the road and tunnel, should be so made upon estimates of a State engineer, whose appointment and duties were prescribed in the Act. Such estimates were to be based upon a "width of road-bed, at grade, of fifteen feet on embankments, seventeen and a half feet in side cots, and twenty feet in through cuts; in the heading of the tunnel, upon dimensions fourteen feet wide and six feet high in the middle, and in the finished excavation of the tunnel, of fourteen feet wide and eighteen feet high in the middle." And the deliveries of scrip were to be at the rate of fifty dollars for each lineal foot of tunnel, divided between heading and full-sized tunnel, in the proportion of thirty dollars for each lineal foot of heading, and twenty dollars per lineal foot for the remaining excavation, and of six hundred and fifty thousand dollars for the whole of the graduation, masonry, bridging and superstructure of the road east of the tunnel. The weight of the rails was fixed at not less than fifty-six pounds to the lineal yard; the capital stock of the corporation at two millions and a half dollars, including all shares before issued.

By the eighth section of the Act the corporation was authorized to purchase the entire road franchise, stock, bonds, and other property or the Southern Vermont Railroad Company, together with its lease to the Troy and Boston Railroad Company, and subject to its provisions, for the sum of two hundred thousand dollars. This Act repealed all prior legislation inconsistent with its provisions, with a saving of the security which the Commonwealth had, by virtue of its mortgage on the franchise, railroad and property of the Troy and Greenfield Railroad Company, and was approved April 4, 1860.

1860, July 3. A committee was appointed to execute the mortgage to the Commonwealth required by chapter 202, of the Acts of 1860.

1861, July 30. The directors voted that Mr. Haupt be a committee to appear before the council in reference to the withholding the scrip now due the road; and January 16, 1862, it was voted that Mr. Haupt be authorized to act as the agent and representative of the company in any relation that the company may be brought before the present legislature or any committee thereof.

Previous to the vote of July, 1861, suspicion was excited that Messrs.

H. Haupt & Co. were not performing their work in a manner conformable to the requirements of the statute, and it was deemed imprudent to make any further advance of scrip under the Act of 1859, until the work was examined and the condition of the corporation better understood. An inquiry was inst.i.tuted, a new State engineer appointed, and an investigation of the proceedings of the contractors and corporation was had. The facts disclosed in the examination induced the governor and council to withhold the issue of any more scrip, under the last mentioned law, and the legislature by chapter 156 of the Acts of 1862, pa.s.sed April 28, a.s.sumed the duty of completing the road and tunnel.

The first section of the Act is as follows:--

"The governor, with the advice of the council, is hereby authorized and directed to appoint three able, impartial and skilful commissioners, to investigate the subject of finishing the Troy and Greenfield Railroad, and of tunneling the Hoosac Mountain, whose duty it shall be to report to the governor and council, what in their judgment, will be the most economical, practical and advantageous method of completing said road and tunnel; the estimated cost of fitting the same for use; the time within which the tunnel can be completed, and what contracts can be effected and with what parties for completing said tunnel and road and the probable cost of the same; the probable pecuniary value of the road and tunnel when completed; the sources and amount of traffic and income, and all other facts, in their opinion, useful to a.s.sist the governor and council in determining the best method of securing a continuous railroad communication between Troy and Greenfield."

By the second section the Troy and Greenfield Railroad Company was authorized to surrender to the State the property mortgaged.

By the third section the commissioners were authorized to audit and allow all just claims for labor, service, materials and land damages incurred between April 6, 1860 and July 12, 1861, in carrying on the work, and to procure the release and discharge of all attachments and liens upon said materials. $175,000 was appropriated to pay the claimants under the approval of the governor and council.

By the fourth section the commissioners were authorized to use or run that portion of the road east of the mountain or lease the same to the "Vermont and Ma.s.sachusetts," the "Fitchburg," the "Troy and Boston Railway Company," or either of them, until the completion of the tunnel.

By the fifth section the commissioners were authorized to continue the work on the Hoosac Tunnel, and by contract or otherwise, to expedite its completion.

On the 18th of August 1862, is recorded on the records of the corporation the following votes:--

1. "The directors of the Troy and Greenfield Railroad Company hereby instruct the president to transfer to the Commonwealth of Ma.s.sachusetts, under the several mortgages held by said Commonwealth, all the property of said corporation.

2. "_Voted_ to call a meeting of the stockholders to see if they would ratify the above vote.

3. "_Voted_, That the treasurer be directed to make no further delivery of the stock or bonds to the contractors without the written order of all the finance committee."

At the commencement of the session of the legislature in January, 1863, his Excellency Governor Andrew, after stating the general provisions of the Act of April, 1862, and the appointment of the commissioners under it, "each of whom was carefully selected as being, in the words of the Act, at once 'able, impartial and skilful,'" and after alluding to the labors of the commissioners, and the reports of the distinguished engineers appointed to "a.s.sist them, closes his remarks upon the enterprise in the following words:--

"The report of the commissioners to the governor and council is not yet made, but it is understood to be in rapid preparation. I am unable, therefore, to communicate to the legislature at the beginning of its present session so fully as I have hoped on the subject of this important and interesting enterprise of establishing a new avenue for our trade with the West, piercing the Green Mountain range, and opening up to greater activity the economical resources of our Northern tier of towns. I trust that the conclusions and reasoning of the commissioners when published will settle conflicting opinions in the minds of the people, and, if favorable to the active pursuit of the enterprise, that its prosecution will enjoy an unanimous support. The work can be pursued, relieved from all fact.i.tious embarra.s.sments, and contracts can be made by those in the sole interest of the Commonwealth, superintended by citizens of the highest experience and capacity."

In communicating the report of the commissioners to the legislature on the 12th of March, 1863, after a.n.a.lyzing and commenting upon its statements and reasonings, the governor concludes his address in these words: "I congratulate thee general court and the people upon the rescue of the Commonwealth, and especially of this great experimental enterprise, from a position inconsistent with economical, safe, or even possible success in piercing its mountain barrier.

"I earnestly and respectfully invite your most candid and thoughtful consideration, not only of the specific facts and figures which elucidate or express the details of information bearing most immediately upon the work contemplated, but I also venture to commend to your deliberate judgment the arguments and reasonings drawn from liberal and enlightened views of public policy and of public economy, which finally lift this subject above all merely local interests or antagonisms into the sphere of statesmanship. And having attentively watched the progress of the report of the commissioners, and the doc.u.ments by which it is accompanied through the press, I am prepared to give my own a.s.sent to the opinion with the expression of which the commissioners conclude their discussion:--

"'By the time the tunnel can be completed, the public interest requiring it will have grown large enough to pay for the outlay. The impulse given to business by the new facility, would soon fill up the new line, and make up the temporary loss felt by any other.

"'Considering the large sum which the Commonwealth has already invested in this work, which must be sunk if it is not completed; the reasonable protection from loss which is offered by the other companies interested in the line; the more intimate relations it may promote between Ma.s.sachusetts and the West; and the benefits which such a facility promises to the city and State, we are of opinion that the work should be undertaken by the Commonwealth, and completed as early as it can be with due regard to economy.'"

The surrender of the road by the directors to the Commonwealth, was followed by the following vote, pa.s.sed January 7, 1863:--

_Voted_, That Mr. Stevenson, formerly State Engineer of the Troy and Greenfield Railroad, be requested to return an estimate of the payments and credits to which Haupt & Co. were ent.i.tled, under their contract, at the time of the suspension of the work, and that the amount allowed by such estimate be pa.s.sed to the credit of H. Haupt & Co.; also, that the stock and bonds to which they are ent.i.tled be issued without further order, when legal impediments are removed.

Under the vote, Mr. Stevenson made the following report:--

_Engineer's Office, Bunker Hill Bank Building,;_} CHARLESTOWN, Ma.s.s., Feb. 10, 1863.}

D. N. CARPENTER, Esq., _President, pro tem., T. & G. R. R; Co._

DEAR SIR:--By a vote pa.s.sed on the 7th of January last, I am requested to return an estimate of the payments and credits to which H. Haupt & Co. were ent.i.tled under their contract at the time of the suspension of the work on the Troy and Greenfield Railroad.

The contract thus alluded to recites that "The compensation to be allowed to H. Haupt & Co. shall be as provided in the resolutions of the board of directors of the Troy and Greenfield Railroad Company, pa.s.sed July 10, A. D. 1857, to wit:

"The whole of the State bonds that may be issued in aid of the Troy and Greenfield Railroad Company shall be exclusively appropriated to work done, or to be done, upon the tunnel, in compliance with the terms and conditions of the Act authorizing the loan of credit; and any State scrip that may,' at any time, be delivered to the treasurer of the company shall be promptly handed to the contractors.

"The payments for graduation, bridging, masonry, and superstructure of the road, exclusive of the tunnel, shall be two millions of dollars, with the addition of such sums as may be required for right of way, if this item shall be paid by the contractors. Of this amount, nine hundred thousand dollars shall be in the mortgage bonds of the company, and the balance shall be in cash, to as great an extent as cash subscription can be procured; the remainder in stock, at par.

"The bonds and stock of the Troy and Greenfield Railroad Company shall be issued to H. Haupt & Co. whenever required, but not to a greater extent than they would be ent.i.tled to receive for the work done, estimating' it by the proportion which it bears to the whole amount done and to be done."

This contract is so clear and precise in its terms that but one construction can be placed upon it, though it is evident that such terms were predicated upon a different state of affairs than existed at the time of suspension. By this contract, all State payments are to be exclusively appropriated to the work on the tunnel, while the stock and bonds are as exclusively devoted to the graduation, bridging, masonry, and superstructure of the railroad. The amount of compensation the contractors would thus be ent.i.tled to, is the issue of State scrip from July 10th, 1857, to the time of suspension, and the $2,000,000 of stock and bonds, less the amount required to finish the railroad. From this must be deducted such payments as may have been made from time to time, concerning which I have no data, but which your treasurer's books must show. Any sums that may have been paid by the contractors for right of way, are to be added to the amount due.

The cost of finishing the railroad must be estimated. For the road east of the tunnel, my estimate of the cost of finishing was, September 12, 1861, $102,394; to this we should add one-half mile of railroad and bridge over the Deerfield, $20,000. For the unfinished portion west of the tunnel, I have no data of my own; I have, therefore, taken for the purpose the estimate of D. L. Harris, which is the highest I can find--$40,000.

We thus have as the cash cost of completing the graduation, masonry, bridging, and superstructure of the road, $162,394, which is to be deducted from the $2,000,000 of stock and bonds, leaving the amount the contractors are ent.i.tled to, $1,857,606, less payments made, plus the amount of right of way, &c.

This is in exact accordance with the strict construction of the contract which I previously have remarked was predicted upon a different condition of affairs than existed at the time of suspension.

I deem it my duty in this connection respectfully to suggest whether, in view of the changes made in the issue of State scrip, which was paid upon the road as well as upon the tunnel, the contractors should not make proper reductions of the stock and bonds due them, taking into consideration as an offset to this such losses as they have been subjected to by the adverse action of the State authorities. This suggestion, however, is volunteered. My duty under the vote of the board is simply to decide what amount the contractors are ent.i.tled to receive under an exact and literal construction of the contract.

L. STEVENSON, _Civil Engineer_.

Mr. Haupt was present at the meeting of the directors at which the vote of January 7 was pa.s.sed, and the 30th day of May he addressed the following letter to the treasurer of the corporation:--