Chapter III: Part 3

_Resolved_, That it is not intended thereby to prevent the operation of the contract, but that the said bonds are to be delivered to Serrell & Co., on the warrant of the engineer, countersigned by the president and treasurer, whenever the engineer shall draw therefore on monthly or final estimates."

1856, February 7. The president reported to the directors that a contract had been redrafted and concluded with Messrs. Serrell, Haupt & Co., which was read, accepted and ratified, and the committee discharged. This contract was probably dated January 31, 1856, but the Committee have not been able to find it among the papers of the corporation.

1856, May 22. The directors voted, that in case Messrs. Serrell, Haupt & Co., would enter into an agreement to carry on the work of the Troy and Greenfield Railroad Company, in compliance with the terms and conditions of the loan Act, until 2,000 feet of the tunnel should be completed, the corporation would substitute bonds instead of stock in all payments to be made on account of work to be done to that time.

The treasurer was authorized to give the acceptance or notes of the company, to an extent equal to the whole indebtedness of the company to said contractors, upon which to raise money to carry on the work.

That the company would pay or allow to said contractors all discounts or losses to which they might be required to submit, provided such discounts or losses did not exceed the rate of 15 per cent. per annum.

That the trustees of the mortgage bonds should deliver to Mr. Herman Haupt one hundred thousand dollars in the bonds of the company in addition to payments due for work, said bonds to be sold or hypothecated by him, and the proceeds applied to the work. The bonds to be charged on account of the contract if not returned when the second payment from the State shall have been made.

1856, July 28. H. Haupt and W. A. Galbraith notified a dissolution of the firm of Serrell, Haupt & Co., and proposed to enter into a new contract.

E. W. Serrell notified that Messrs. Haupt and Galbraith were authorized to surrender the old contract.

The stock subscription of Edward W. Serrell and E. W. Serrell & Co., was transferred to H. Haupt & Co., the latter to furnish a guarantee that the assessments due and to become due should be paid.

E. W. Serrell resigned his office as a director in the company, and was appointed consulting engineer. W. A. Galbraith was chosen a director.

1865, July 30. A contract was made with Herman Haupt, William A. Galbraith, C. B. Duncan and Henry Cartwright for the construction of the road and tunnel. The firm name of the contractors was H. Haupt & Co. By the provisions of the contract all work done under previous contracts with E. W. Serrell or Serrell, Haupt & Co., was to be credited to H. Haupt & Co., and all payments under said contracts were to be charged to H. Haupt & Co., and credited to the Troy and Greenfield Railroad. "The road from the eastern terminus at or near Greenfield from some convenient point on the Vermont and Massachusetts line, as the same now is or hereafter be located," is assumed to be in all about forty-two miles in length.

"This contract includes the graduation, tunneling, masonry and bridging, superstructure, fencing, depot buildings, switches, turn-tables, water and fixtures, and in fine all labor and materials necessary for the construction of the road are included in this contract." The right of way to be provided and paid for by the railroad company. The work to be completed and finished in the best manner, for which the Troy and Greenfield Railroad Company agreed to pay H. Haupt & Co., "the sum of three millions eight hundred and eighty-three thousand dollars in manner following, to wit: Two millions of dollars in the bonds of the State of Massachusetts, to be issued under the Act by which the credit of the said State is loaned to said corporation, nine hundred thousand dollars in the six per cent. mortgage bonds of said company, five hundred and ninety-eight thousand dollars in the capital stock of said Troy and Greenfield Railroad Company, and three hundred and eighty-two thousand dollars in cash." The work of constructing and completing the road was to be done in compliance with the loan Act of April, 1854. One hundred and fifty thousand dollars to be expended by the contractors in depot buildings and necessary rolling stock, cars, engines, &c. under the direction of the board of directors. The stock subscription of E. W. Serrell and of Serrell & Co., amounting to five thousand nine hundred and eighty-seven shares, was to be transferred and assumed by Haupt & Co., payable in compliance with said Loan Act with the understanding that the assessments on the stock were to be paid by the performance of this contract in stock credits as provided in the contract, and the stock taken by the contractors at par.

This contract further provided, that on the receipt of the several installments of State bonds, the contractors should pay to the sinking fund the ten per cent. specified in the Loan Act, in consideration of which Haupt & Co. should retain whatever sums was realized from the exchange and premium on the bonds. The payments were to be made monthly, on estimate of the company's engineer. The cost of the materials and work upon the line, exclusive of the Hoosac Tunnel and its approaches, was assumed to be one million eight hundred and eighty thousand dollars, and the estimates were to be made in the relative proportion that the part done bore "to the whole amount of materials and work to be furnished, and done at the price named." The Hoosac Tunnel and its approaches were estimated at two million dollars for a double track, and the monthly estimates were to be in proportion to the amount of work done on the approaches, and the length of tunnel excavated.

The contract further provided, that, with the assent of both parties, the tunnel might be constructed for a single track, in which case no abatement was to be made for the first three thousand feet; but for the excavation beyond that point, the sum of twelve dollars per lineal foot was to be deducted from the contract price.

The above are the essential provisions of the contract under which H. Haupt & Co. performed their work upon the road and tunnel until February 18, 1858, except as the same was modified and changed by votes of the directors. The contract was reported to the board of directors, and approved by them August 6, 1856. On the same day the directors voted to request the trustees to recognize H. Haupt & Co. as contractors, instead of E. W. Serrell, and to issue the bonds to said H. Haupt & Co. on the estimate of the engineer and the order of the trustees.

They also voted to change the location of the road at the West End, in accordance with plans marked A and B.

Under date of July 10, 1857, there appears upon the records the following:--

A preamble, "stating that the efforts to raise money for building the road had proved unsuccessful; that no payments had been made the contractors for more than a year, * * * *; that the work could only be carried on by the continued efforts * * * * and personal credit of the contractors.

"Therefore voted, that 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 with such other conditions and modifications as the legislature may, from time to time, make and establish; but said H. Haupt & Co. shall not be held subject to any other conditions whatever, so far as respects the work done upon the tunnel; 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 contractors, on their part, to comply with the conditions of the present Act, and with such other conditions or modifications as may be introduced, and to have the benefit of any extension of time or increase of compensation by the State.

Second. Any new or additional subscription that may be obtained, shall be applied to payment of the present contractors for work done, or to be done, by them, and to no other object; and any subscriptions that may be collected west of the Hoosac Mountain, shall be applied exclusively to the completion of that portion of the road.

Third. The present subscription east of the Hoosac Mountain may be collected and applied to the payment of other liabilities of the corporation, and the treasurer is requested to prepare, without delay, a full and complete list of all such liabilities.

Fourth. Any commissions for procuring or collecting subscriptions shall be paid by H. Haupt & Co., in consideration of which, and also of the premises, the payment of graduation, masonry, bridging, and superstructure on the road, exclusive of the tunnel, shall be two million dollars, with the addition of such sums as may be required for the right of way, if this item shall be paid by the contractors. Of this amount, nine hundred thousand dollars shall be in mortgage bonds of the company, and the balance in cash, to as great an extent as can be procured, the remainder in stock at par; and the directors of the Troy and Greenfield Railroad Company shall use their best endeavors to increase the cash subscriptions as much as possible.

If new parties be introduced, or desired by H. Haupt & Co., the contract may be redrafted, and these conditions and changes incorporated; the committee for this purpose shall consist of the president and Alvah Crocker, with power to execute it finally, if not inconsistent with the present contract, or with the changes hereby authorized. It is further agreed and understood, that nothing herein contained shall be so constrained as to invalidate the existing contract with said Haupt & Co., or vary its conditions, except so far as herein expressed or necessarily implied."

On the 18th of February, 1858, another agreement was made by Herman Haupt and Henry Cartwright with the Troy and Greenfield Railroad Company, and such others as might be associated with them; and who upon signing the contract were to be considered as parties to the same; as it bears the signatures of D. N. Carpenter, President for the Troy and Greenfield Railroad Company, and H. Haupt & Co., by H. Haupt, and no others, it may be presumed that Messrs. Haupt and Cartwright are the only persons comprising the party of the first part.

This contract recites that every attempt to procure new or to collect old subscriptions to the capital stock of the company, since the execution of the former contract with H. Haupt & Co., have proved unsuccessful; that the contractors had prosecuted the work for more than two years without any payment having been made to them as required by existing contract; that there appeared no possibility of procuring means for the further prosecution of the work, except by the continued efforts, increased expenditures, and personal credit of the contractors themselves; and that H. Haupt & Co. propose to release the Troy and Greenfield Railroad Company from the cash payments required by the contract, and to assume themselves the labor of procuring and collecting subscriptions, and of carrying on and completing the Troy and Greenfield Railroad and Hoosac Tunnel in such manner as will comply with all the conditions of the Loan Act. The parties therefore agreed.

That H. Haupt & Co. should comply with all the conditions of the Act, approved April 5th, 1854, whereby a loan of credit was given by the State of Massachusetts in aid of the construction of the Hoosac Tunnel, and should have the benefit of any changes that may hereafter be obtained, or extensions of time that may be granted; but they shall be subject to no other conditions or restrictions other than those expressed in this contract.

That the road shall be so constructed that its gradients should not exceed those in each direction which exist or may hereafter exist permanently on other portions of the line between Troy and Boston; that sharper curves than were in ordinary use in other parts of the line were to be changed at the expense of the contractors, and trestle work or temporary bridging was to be replaced by permanent structures at the expense of the contractors as soon as practicable after the completion and opening of the whole line.

That H. Haupt & Co. should have the benefit of all existing subscriptions, and of all they might procure; also of any revenue that might arise from the use of the road, or any portion of it when completed, until their claims on the company were discharged and paid; and to secure this end, the payment of all other debts of the corporation was to be deferred until that of the contractors was satisfied. The real estate of the corporation not required for the purposes and use of the road, was to be sold or applied to meet present liabilities of the company; and Haupt & Co. were to maintain the organization of the corporation and pay its necessary printing expenses, by paying to the treasurer annually a sum not less than five hundred dollars.

The State bonds were to be appropriated exclusively to the construction of the tunnel. The State scrip delivered to the treasurer of the company was to be promptly handed to the contractors.

The compensation to be allowed to H. Haupt & Co. was to be as provided in the resolutions of the directors, passed July 10, 1857.

The payment for graduation, bridging, masonry, and superstructure on the road, exclusive of the tunnel, was fixed at two million dollars, exclusive of any payments that might be made for the right of way. Of this amount, nine hundred thousand dollars was to be paid in mortgage bonds of the company; the balance in cash, to as great an extent as cash subscriptions could be secured; the remainder in stock at par.

The bonds and stock of the company to be issued to H. Haupt & Co. when required, to an amount equal to the work done, estimating it by the proportion it bore to the whole amount performed and to be performed.

H. Haupt & Co. were authorized to collect subscriptions to the capital stock of the company, and their receipt for money was to be accepted by the company as evidence of payment. By the execution of this agreement all former contracts between the same parties were agreed to be annulled and cancelled.

H. Haupt & Co. was recognized as the firm name under which the parties of the first part were associated, and then to be conducted. Copies of this and the preceding contract will be found printed verbatim in a report of a committee of the House of Representatives in 1860, of which Mr. Kimball, of Boston, was chairman. It was reprinted in 1861, and is House document No. 406, of last year; and it may be profitably consulted for other valuable information touching the doings of the Troy and Greenfield Corporation and the contractors therewith.

1858, May 25, the directors assented that the iron delivered by the Rensselaer Iron Company for the road should remain the property of the iron company until the same was paid for, in accordance with an agreement of H. Haupt & Co. with the iron company.

From a report of a committee of the directors made to the board July 23, 1858, it appears that at the date of the report, seven thousand four hundred and fifteen, shares were subscribed for unconditionally by parties who appeared to have been solvent at the time of subscribing.

That three thousand four hundred and fifty shares had been subscribed for conditionally, or, by parties who were not solvent, or whose subscriptions could not be collected.

That of the conditional subscriptions, the greater part had been or would be complied with; of these nine hundred and thirty-nine were subscribed by the towns not included in the published lists.

Upon two thousand four hundred and thirty shares of the unconditional subscriptions, including those of Gilmore and Carpenter, twenty per cent. only had been paid.

That upon six thousand five hundred and nine shares, subscribed for unconditionally, twenty per cent. or more had been paid in cash.

At this date it appears that the whole number of shares subscribed for conditionally and unconditionally, was ten thousand eight hundred and sixty-five.

At this meeting of the board the clerk was directed to place upon the record the names of all the stockholders, with the number of shares held by each, on which twenty per cent. or more had been paid. The record shows the number of shares to be six thousand six hundred and forty-eight, and the amount paid on the same two hundred and sixty-seven thousand five hundred and sixty-nine dollars. Against the name of H. Haupt & Co. was set the number of five thousand shares. At this meeting the directors also voted to fix the capital stock at one million five hundred thousand dollars.

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 assessments heretofore voted, except the assessment of three per cent. laid April 11, 1849, and then voted an assessment 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 assessments 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 embarrassment resulting from a change of title:

_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 anticipated 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 substituted 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 assistance was again made. To relieve still further the difficulties of the company, the Act of 1860, chapter 202, was passed, 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 assurances 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 instituted, 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, passed April 28, assumed 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 assist 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 Massachusetts," 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 Massachusetts, 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 "assist 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 factitious embarrassments, 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 analyzing 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 documents by which it is accompanied through the press, I am prepared to give my own assent 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 Massachusetts 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, passed 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 entitled, under their contract, at the time of the suspension of the work, and that the amount allowed by such estimate be passed to the credit of H. Haupt & Co.; also, that the stock and bonds to which they are entitled 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, MASS., Feb. 10, 1863.}

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

DEAR SIR:--By a vote passed on the 7th of January last, I am requested to return an estimate of the payments and credits to which H. Haupt & Co. were entitled 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, passed 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 entitled 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 entitled 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 entitled 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 entitled 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 passed, and the 30th day of May he addressed the following letter to the treasurer of the corporation:--

MAY 30, 1863.

W. T. DAVIS, Esq., _Treasurer, &c._ DEAR SIR:--I find the statement of payments on road in Senate Document, No. 82, 1863, page 17 communication of J. W. Brooks to governor, viz:--

Oct. 8, 1860, $64,090 00
Dec. 12, 1860, 112,190 00
Jan. 5, 1861, 30,355 00
Feb. 18, 1861, 23,270 00
March 7, 1861, 19,890 00
April 14, 1861, 19,175 00
May 7, 1861, 65,555 00
June 26, 1861, 34,645 00
July 9, 1861, 90,064 00
-----------
$455,234 00

Omitting for the present any consideration of offsets, and deducting this whole amount for a temporary settlement, the items to be filled up will be as follows:--

Whole amount of credit on road per Stevenson's
estimate, . . . . . . . . . . . $1,800,000 00
Deduct stock already issued as per certificates
delivered, number, . . . . . . . .
Shares, . . . . . . . . . . . .
Bonds delivered, number, . . . . . . .
Dates of delivery, . . . . . . . . .
Total bonds and stock delivered, . . . .
Balance stock to be delivered, . . . . .

In addition to this, H. Haupt & Co. have credits on the books of the company for cash payments made on company accounts as follows:--

* * * * *

Amounting to say, . . . . . . . $90,000 00

Yours, &c., HAUPT.

Stock to be delivered hereafter instead of bonds. You can with these dates make out this statement in an hour, please do so and send to me at Washington.

Some people in Massachusetts will find out that I am not quite dead yet, they may feel me kicking before long. Help Field all you can to get releases on payment of the 85 per cent. I will not forget you.

HAUPT.

Previous to the receipt of Mr. Haupt's letter to the treasurer, but subsequent to the message of the governor, from the foregoing, extracts have been made, to wit: On the first day of April, 1863, the following preamble and resolutions were passed by the directors.

"On motion of Mr. Brigham, seconded by Mr. Cheever, the following resolutions were adopted:--

"_Whereas_, The stockholders of this company at their annual meeting held September 2, 1862, unanimously acquiesced in the action which the legislature had taken in regard to the affairs of this company, and voted to surrender the property of the corporation to the Commonwealth in the expectation that the railroad and tunnel should be completed in conformity with the avowed intention of the legislature. It is

"_Resolved_, That this board of directors see no reason to regret the step which this corporation has taken, but in the kindly interest shown by His Excellency the governor in this enterprise, and in the able report of the commissioners appointed to examine the subject, they perceive every indication that the great work will be prosecuted with vigor and arrive at an early completion.

"_Resolved_, That having released the property to the Commonwealth, we recognize the State as having entire and complete control over the same; our only claim being that the State shall carry out in good faith the recommendations of the commissioners as contained in their report, and in the address of the chief magistrate of the Commonwealth.

"_Resolved_, That the clerk be requested to furnish copies of the above vote to the friends of the road in the Senate and House of Representatives, to be used if necessary to show the views of the directors."

On the 29th day of April, 1863, the legislature, passed an Act entitled "an Act in addition to an Act, providing for the more speedy completion of the Troy and Greenfield Railroad, and Hoosac Tunnel," which is chapter 214 of the Acts of 1863. By the provisions of this Act, the commissioners appointed under chapter 156 of the previous year, were authorized, subject to the advice and approval of the governor and council, to construct, complete and equip the Troy and Greenfield Railroad and Hoosac Tunnel, and to make such alterations in the line of the road as may be deemed necessary to render it suitable and proper for part of a through line from Troy to Boston. Also such alterations in the location and dimensions of said tunnel as will render it suitable and proper for use, in accordance with the spirit and intent of the 224th chapter of the Acts of 1854.

By the legislation of 1862 and 1863, and the vote of the directors and of the corporation in the same years, the corporation surrendered to the State the road and tunnel, and the State took possession of the same with the express understanding on both sides, that they would proceed in the construction and completion of both works. The enterprise having fallen into the hands of the State, and the work having been assumed by the State government, no further vote of importance appears upon the records of the directors. Their last meeting was held August 30, 1865, when Alvah Crocker was chosen President, and Wendell T. Davis, Clerk and Treasurer.

[B.]

_Principal Acts of the Legislature relating to the Hoosac Tunnel
and Troy and Greenfield Railroad._

[1848--Chapter 307.]

AN ACT to incorporate the Troy and Greenfield Railroad Company.

_Be it enacted, &c._

SECT. 1. George Grennell, Roger H. Leavitt, Samuel H. Reed, their associates and successors, are hereby made a corporation, by the name of the Troy and Greenfield Railroad Company, with all the powers and privileges, and subject to all the duties, liabilities, and restrictions set forth in the forty-fourth chapter of the Revised Statutes, and in that part of the thirty-ninth chapter thereof relating to railroad corporations, and in all other general laws which have been, or shall be hereafter passed, relative to railroad corporations.

SECT. 2. Said company are hereby authorized to locate, construct, and maintain a railroad, with one or more tracks, from some convenient point on the Vermont and Massachusetts Railroad, at or near the termination of said railroad in Greenfield, through any or all of the following towns, viz.:--Greenfield, Deerfield, Conway, Shelburne, Buckland, Coleraine, Charlemont, Hawley, Rowe, and Monroe, in the county of Franklin, and Savoy, Florida, Adams, Clarksburg, and Williamstown, in the county of Berkshire, to some point on the line of the state of New York or of Vermont, convenient to meet, or connect with, any railroad that may be constructed from any point at or near the city of Troy, on the Hudson river, in the state of New York.

SECT. 3. The said company may, with their railroad, unite with, and enter upon, the Vermont and Massachusetts Railroad, at or near the termination thereof, as aforesaid, and may likewise enter upon, cross, and use, the railroad of the Connecticut River Railroad Company, in and near the town of Greenfield, (not, however, interfering with the depot buildings of either of said companies,) on such terms as may be agreed upon between the corporation hereby created and the aforesaid companies respectively, or as may be prescribed by law.

SECT. 4. The capital stock of the said company shall consist of not more than thirty-five thousand shares, the number of which shall, from time to time, be determined by the directors thereof; and no assessment shall be laid of a greater amount thereon, in the whole, than one hundred dollars on each share. And the said company may purchase and hold such real and personal estate, as may be necessary for the purposes of their incorporation.

SECT. 5. If the location of said road shall not be filed within two years, in the manner prescribed by law, or if the said railroad shall not be constructed within seven years from the passage of this act, then the same shall be void.

SECT. 6. The legislature may authorize any railroad company to enter, with their railroad, upon the Troy and Greenfield Railroad, on such terms as may be agreed upon by said companies, or as may be prescribed by the provisions of law.

SECT. 7. The legislature may, after the expiration of five years from the time when such railroad shall be opened for use, from time to time, alter and reduce the rate of toll, or profits, upon said road; but said toll shall not be so reduced, without the consent of said company, as to produce, with said profits, less than ten per cent. per annum, upon the investments of the said company.

SECT. 8. The said corporation may contract with the owners of any contiguous railroad leading into or from either of the states of Vermont or New York, for the use of the whole or any part thereof, or for the running and operating the two railroads conjointly, or for the leasing of such contiguous road, or for the letting or hiring of their own road to the owners of such contiguous road, or of any other road which composes a part of the railroad line between the cities of Boston and Troy, of which the railroad hereby authorized shall be a part.

SECT. 9. The Troy and Greenfield Railroad Company shall, within one year after the opening of their road for use, purchase and take an assignment of the lease and contract of transportation, made and executed between the Western Railroad Corporation and the Pittsfield and North Adams Railroad Corporation, on the thirteenth day of January, in the year one thousand eight hundred and forty-six; and shall have all the advantages, and assume all the liabilities, accruing under and by virtue of said lease: provided, that the said Western. Railroad Corporation shall perform their covenants in said lease, to keep said road, and other property therewith connected, in repair, until such assignment; and shall, within six months after the said Troy and Greenfield Railroad Company shall have filed the location of their road, according to law, and shall have raised, by subscription, one million of dollars, for the construction of the same, signify, in writing, their election to make such assignment: and provided, that, at the time of such assignment, there shall be secured to said Western Railroad Corporation, by a proper instrument, a lien or mortgage upon all their rights in said Pittsfield and North Adams Railroad, as collateral security for the performance of all the obligations of said corporation, contained in said lease and contract of transportation: and, provided also, that, after the completion of the said Troy and Greenfield Railroad, the said Western Railroad Corporation shall assign and convey, to the said Troy and Greenfield Railroad Company, the said contract of transportation, according to the terms of this section, if the said Troy and Greenfield Railroad Company shall so elect.

SECT. 10. This act shall take effect from and after its passage. [_May 10, 1848._

[1852.--Chapter 291.]

AN ACT concerning the Troy and Greenfield Railroad Company.

_Be it enacted, &c._

SECT. 1. The Troy and Greenfield Railroad Company and the Southern Vermont Railroad Company, a corporation established by the laws of Vermont, are hereby authorized by a vote of the stockholders now, or to be, passed, to unite themselves in one corporation; and such vote having been passed, they shall thereupon become one corporation, and all the franchises, property, powers, and privileges now enjoyed by, and all the restrictions, liabilities, and obligations imposed upon, said two corporations, by virtue of their respective charters, shall appertain to said united corporation in the same manner as if the same had been contained in or acquired under an original charter. Such corporation, so formed by such union, shall be called by the name of the Troy and Greenfield Railroad Company.

SECT. 2. If the Troy and Greenfield Railroad Company shall unite with said Southern Vermont Railroad Company, then, and in that case, one or more of the directors of such corporation, formed by such union, shall be an inhabitant of this Commonwealth, on whom processes against such corporation may be legally served, and said company shall be held answerable to answer in the jurisdiction where the service is made and the process returnable.

SECT. 3. The said company and the stockholders therein, so far as they are situate in Massachusetts, shall be subject to all the duties and liabilities of railroad corporations in Massachusetts, and to the general laws of this Commonwealth in relation to railroad corporations. [Approved by the Governor, May 20, 1852.

[1854.--Chapter 226.]

AN ACT authorizing a Loan of the State Credit to enable the Troy and Greenfield Railroad Company to construct the Hoosac Tunnel.

_Be it enacted, &c._

SECT. 1. The treasurer of the Commonwealth is hereby authorized and instructed to issue scrip, or certificates of debt, in the name and in behalf of the Commonwealth, and under his signature and the seal of the Commonwealth, for the sum of two millions of dollars, which may be expressed in the currency of Great Britain, and may be payable to the bearer thereof in London, and bearing an interest of five per cent. per annum, payable semi-annually in London, on the first days of April and October; or the said scrip may be issued in federal currency, payable in Boston, as the directors of the Troy and Greenfield Railroad Company shall elect when they apply for each and every issue of said scrip, with warrants for the interest attached thereto, signed by the treasurer; which scrip or certificates, in the currency of Great Britain, shall be redeemable in London, and those in the federal currency, at Boston, at the end of thirty years from the date thereof, and the same shall bear date on the first day of April or October which shall precede the issue of each portion of said scrip; and all such scrip shall be countersigned by the governor of the Commonwealth, and be deemed a pledge of the faith and credit of the Commonwealth, for the redemption thereof; and the treasurer of the Commonwealth, under the conditions hereinafter provided, shall deliver the same to the treasurer of the Troy and Greenfield Railroad Company for the purpose of enabling the said company to construct a tunnel and railroad under and through the Hoosac Mountain, in some place between the "Great Bend" in Deerfield River, in the town of Florida, at the base of Hoosac Mountain on the east, and the base of the western side of the mountain, near the east end of the village of North Adams, on the west.