received and divided them were not trustees for the corporation, nor was the property or the profits thereof the corporation's nor had that company ever had any other connection with or relation to the Ames contract, and the profits derived from it, except the duty and the rights defined by the contract of the 16th day of October, 1867. That was the origin and definition of the right of the company, it is true, and this may have misled persons who have not taken the trouble to examine; the persons who received the profits from the trustees are described as stockholders in the Credit Mobilier, but they did not receive them from the company directly or indirectly, nor from property of the company, but from property that had been their own before the contract of the 16th day of October, 1867, was made, nor had the corporation ever at any time any right or power to control or direct the payment of these profits. In no possible sense were these dividends of the company. As to the last five items, under dates of July 3, September 3, and December 19, 1868, the same were allotted or distributed at or about those dates except the two items of September 3, which are mistakes, to the persons who became parties to the indenture of the trust and assignment of the Ames contract, and complied with the conditions thereof, and in that character, and not as stockholders in the Credit Mobilier. It should, perhaps, be added, that in July, 1868, the trustees demanded an advance of the Credit Mobilier, as stipulated to be made by the agreement of the 16th day of October, 1867. That company was without means to perform their engagement, and without credit to obtain means, owing to litigation about their right to claim to be a corporation, and other questions which destroyed confidence. In consequence of this, the contract was rescinded, and the Credit Mobilier withdrew from all connection with the Ames contract.

September 3 is a mistake; there was, in fact, no dividend at that time. The value of these allotments was very much less than the nominal price attached to them.

To the twentieth. There was no such dividend or anything of the kind as that inquired of. The whole truth, as respects the subject referred to in this interrogatory, is this: In 1867 there was a settlement between the Union Pacific Railroad, through the trustees, under the Oakes Ames contract, in respect of the work done by the Credit Mobilier before the Ames contract took effect, and there was paid them on account thereof certain stock, which was sold, and the proceeds divided, making a dividend of 6 per cont. for 1866 and 6 per cent. for 1867; and there was no other dividend made by the company or for it, or out of its property, directly or indirectly, during those years.

To the twenty-first. No other dividends were made by the company except the dividend for 1866 and 1867, of 6 per cent. each, unless it be that an equalization of interest on new subscriptions can be so treated. If this is the legal effect of that act no one suspected it at that time, and in this the plaintiff participated.

There have been no profits on the business since August, 1867, for the simple reason the company did none. Its functions were gone by the refusal to let it take the Ames contract. Its capital is locked up in the obligations and property taken when executing the Hoxie contract and the work prior to the Ames contract. Its capital is certainly diminished; but to what extent will depend on what it can realize out of these assets.

To the twenty-second. The money, bonds, and stock referred to were allotted and distributed to and among the persons parties to the assignment in trust of the Ames contract, upon their compliance with the terms of the trust, as hereinbefore stated. They were not paid to them in the character of stockholders of the Credit Mobilier, but of that trust, although their proportions of profit were to be determined by the amounts of stock respectively held by them in the Credit Mobilier at the time of the creation of the trust. The reason that such distribution was made only to parties who were stockholders in the Credit Mobilier and in the proportion which they held in the. stock of that corporation, was that it was originally expected by many of the parties that the Ames contract would be assigned to the Credit Mobilier, and all the parties to said trust and assignment were holders of stock in that corporation. When it was found that there was not a concurrence in the desirableness of transferring the contract to the Credit Mobilier, and the differences of opinion were reconciled by assignment of the Ames contract to the trustees, as before stated, then the relative number of shares of each, in the Credit Mobilier, was assumed as the basis of the respective interests of the parties. We are aware of nothing in any of the books that gives or is intended to give a false appearance to the transaction.

.

.

To the twenty-third. The shares of stock in the Union Pacific Railroad, which were received by the Credit Mobilier up to the date of the Ames contract, and those received by the trustees of that contract afterward, were fully paid, and by the parties receiving them, in this manner: That company and the said trustees were successively contractors to build the road as already stated, and by the contract they were obliged to receive the stock in payment of part of the sums due under their respective contracts. Thus, the Union Pacific Railroad, instead of paying one hundred dollars to the contractors, delivered them a share of stock, the face of which was one hundred dollars, and extinguished a debt of that amount by receiving this in satisfaction as a payment to their capital. It is believed the form generally observed was to exchange checks. It

is believed no one having any conception of what constitutes reality will suggest there is anything looking like a sham in this. Probably no corporation whose stock is not above par but would gladly receive subscription to capital on the same terms.

To the twenty-fifth. The stock referred to was held in the name of Thomas C. Durant, who was the president of the corporation until the change of directors in May, 1867, and he alleged he held it for persons who had agreed to take it, but who had not paid in their subscriptions. The managers finding this was held without capital having been paid in, on inquiry were informed it was held for persons who had agreed to buy it, but had not yet paid in the price. They therefore required it to be transferred to the then president, S. Dillon, and so it stood in the name of Mr. Dillon until the time that the stock was transferred to Oakes Ames, as stated in their answers. The stock was issued and the capital paid in and received by the company. It was stated-and the company acted on this-that there were engagements to take this stock and that it was transferred in fulfillment of these engagements. Those who had engaged with Durant to take the stock had it transferred to him; and those who had engaged with Oakes Ames to take it had it transferred to him; or rather it was settled for and transferred by the company to those two, on the allegation of these gentlemen that they had made these engagements. Throughout the company dealt on the footing that this stock was held to meet these engagements. None of this stock had ever beeu bought by Fant or subscribed for by him, or for him, and if he had complied and taken shares it would have been other shares, which he would have received, that is, shares unallotted; and those were ultimately and after his failure to comply with his subscription subscribed for and taken by others.

To the twenty-sixth. No stockholder named on any list or book of the company that any of us have any knowledge of have had their names withdrawn or dropped. Nor have they disappeared from said lists or books except by transfers in the ordinary manner, so far as we know or believe. Fant was no exception to this. He never did become a stockholder, the plaintiff professed to have authority to subscribe for him, and to draw on him for the subscription price, but Mr. Fant refused to honor the draft, and the company acquiesced in his disavowal of the contract, and, as already stated, canceled the subscription.

We have already stated all that relates to the transfer of the shares to Oakes Ames as trustee. Durant was the actual holder for undeclared purchasers. He transferred them for Dillon, the president, and he by the direction of all parties, including the plaintiff himself, transferred them to Ames as trustee. The authorization signed by the plaintiff we append a copy of, as follows:

“We, the undersigned stockholders of the Credit Mobilier of America, understanding that $65,000 of the capital stock of this company, held in trust by the president, has been promised certain parties by T. C. Durant and Oakes Ames, do hereby consent to and advise the transfer of said stock to such parties as they, the said Durant and Ames, have agreed upon and designate, say to Durant parties, $37,000, and Ames parties, $28,000.

(Signed)

"JOHN DUFF.

"THOS. C. DURANT.
"S. BARDWELL.
"OAKES AMES.-
"OLIVER AMES.
"JOHN B. ALLEY.
"C. S. BUSHNELL.
"SIDNEY DILLON.
"H. S. MCCOMB.”

"The undersigned, stockholders in the Credit Mobilier of America, recommend the issue to Hon. Oakes Ames, trustee, of ninety-three (93) shares of the capital stock of this company at par. (Signed)

"T. C. DURANT.
"C. S. BUSHNELL.
"OAKES AMES.
"OLIVER AMES.
"C. A. LOMBARD.
"S. HOOPER & CO.
"S. BARDWELL.
"JOHN DUFF.
"WM. H. MACY."

There were no other documents or records connected with this than the ordinary transfer on the books.

To the twenty-seventh. We have already answered this interrogatory as fully as possible, saying that the ninety-three shares, being a portion of the additional capital due on the

two hundred and fifty shares, were issued (on the request of the stockholders, including the plaintiff) to the holder of the said two hundred and fifty shares as already stated. To the twenty-eighth. At the time when these shares were issued to Oakes Ames as trustee, he paid the company the par value for them in money. And exactly as much was paid, and in the same manner, as was paid for any other shares; and this payment was made in good faith; it was not paid out of money received from the company, nor from profits or dividends accrued; no such profits or dividends were ever paid to the holders of two hundred and fifty of those shares, nor on account of these shares until long after this payment of the subscription and issue of the stock. Mr. Ames received no share of profits or dividend on those two hundred and fifty shares until the 17th day of June, 1868, when the dividend then made by the trustees was paid to him. The dividends of December, 1867, and January, 1868, were paid him on the ninetythree shares, on the 8th day of April, he having paid for the shares on the 1st day of April.

To the thirtieth. Mr. Ames has not communicated to the company, and we have no knowledge who the parties were that proposed to purchase the shares of him or in his name. The company received $100 per share in cash for the stock, from Oakes Ames as from every one else. That amount Mr. Ames paid for the stock, and where he got the money we are unable to say, but certainly not out of profits received on these shares. He signed the obligations and agreements required by the trustees as "trustee."

We do not know and have no information what Mr. Ames received, if anything, from his cestuis que trust. The $100 paid the company certainly was not paid out of back dividends, as none such were paid except, as already stated, as to ninety-three shares. The receipt-book of the trustees shows that no dividends were paid on these two hundred and fifty shares until the 17th day of June, 1868, to Mr. Ames.

The back dividends did not, at the time Mr. Ames got and paid for the stock, amount to anything except as to the ninety-three shares, and these shares were not a gift or anything like it; but a sale at par in pursuance of old and existing contracts which it was believed the parties were entitled to have fulfilled, and no one pretended or supposed it was anything else, so far as we know.

To the thirty-third. When the proposal was made to make the two hundred and fifty and the ninety-three shares in the name of Oakes Ames, it was verbally agreed to by all parties, including the plaintiff, although known to be all the remaining stock of the company. The plaintiff at this time not only assented to and advised this transfer to Oakes Ames, but did not mention that he had any claim to any stock on account of any such Fant subscription, nor was any officer of the company at that period, nor until some time afterward, aware that any such claim or pretended claim or subscription ever existed. But subsequently one of the officers of the company refused to act in this matter on a verbal agreement, having had some disputes with the plaintiff when the written agreement (incorporated in the answer to the twenty-sixth interrogatory) was prepared and the plaintiff asked to sign it; he did not then pretend that he had any right, through Fant or otherwise, to this specific stock, though he knew these were the only shares remaining to be issued; but he said the president had not treated him properly when he informed him the first time, a few days before, of his claim, and had told him his claim was all bogus; and he would not even listen to him, and if treated in this manner he would grant no favors and sign no papers. When asked what he wanted, he stated he only wanted a fair hearing; and one of these defendants then stated he would undertake that he should be fairly heard, if he had any claim, if that was all, and the plaintiff then signed the paper by which all the stock not previously paid for and issued was handed over to Oakes Ames upon the agreement above stated, and afterward he, the plaintiff, joined in receiving the profits under the Ames contract, and signed the receipts to the trustees, in which very document the profits were allotted to Ames on these shares, and were received by him. In all these transactions he never protested against this use of the stock, never pretended it was his, and gave no warning or authority of the kind; and it is obvious that such conduct would have been absurd and contradictory, to have authorized stock to be transferred to strangers and yet protest and claim this same stock as his own; all that he did was to demand a hearing on his claim. From what we had heard and knew of it, we all regarded his claim as without a pretense of foundation, but were willing to listen to him if he wished to be heard, at least some of us; others were impatient at what they deemed a gross imposition attempted. No pledge was given, or anything said that he could torture into a pledge, that this stock should not be given to others, or that his rights to this stock should be regarded, for he never pretended any, and the only object of the whole business was to give authority to hand it over to Oakes Ames for others who were purchasers thereof. His claim was to a right to be considered in consequence of this Fant subscription. Certainly, however, he never pretended to a right to the stock he thus asked the company to issue to another.

To the thirty-fourth. We cannot annex a copy of the dividend statement made out as of the 28th day of December, 1867, as it has been mislaid; but we annex copies of the

receipts signed by the plaintiff and all other stockholders. These were declared and paid by the corporation. We have obtained, and annex, the receipts of the dividends made by the trustees of the Ames contract on the 4th day of January, 1868, June 3 and July 3, and signed by the plaintiff on the days stated, opposite his signature.

SIDNEY DILLON.
JOHN M. S. WILLIAMS.
JOHN B. ALLEY.
JOHN DUFF.

C. S. BUSHNELL.
R. G. HAZARD.

Witness: E. H. ROLLINS.

STATE OF MASSACHUSETTS, County of Suffolk, City of Boston, ss :

The foregoing instrument, subscribed and sworn to by Sidney Dillon, John M. S. Williams, John B. Alley, John Duff, and C. S. Bushnell, and subscribed and affirmed to by R. G. Hazard, at the city of Boston, this 10th day of February, A. D. 1870, before A. W. ADAMS, Commissioner for Pennsylvania.

me.

[SEAL.]

Before me, the subscriber, a notary public in and for the city of Washington, in the District of Columbia, personally appeared Oakes Ames, who, being duly sworn, says the facts set forth in the foregoing answers (excluding the answer to the thirtieth interrogatory, which this deponent has answered separately) are true.

OAKES AMES.

Sworn and subscribed before me this 14th day of February, A. D. 1870. [SEAL.]

N. CALLAN, Notary Public and Commissioner for State of Pennsylvania.

To the President and Committee on Contracts of the Union Pacific Railroad Company : GENTLEMEN: I propose to enter into a contract to build and equip one hundred miles of your railroad and telegraph, commencing at Omaha City, complying, as far as practicable, to the general specifications hereunto annexed, upon the following terms and conditions, viz:

To proceed at once with the grading and bridging, and complete the same within the time required by the acts of Congress specified, and in such manner as will comply with the same; to assume all your contracts for ties, iron, and equipment-the company reserving the right, if they elect, to dispose of what iron they have, with the exception of, say, five hundred tons, which may be required to facilitate the grading, and also to dispose of the equipment not needed this season, except three locomotives and ten platform cars; but, in case they elect to do so, shall give me written notice of their intention prior to the 1st day of October next.

To build all necessary side-track not exceeding 6 per cent. in length of the main line, the contractor to have the right to change grades, provided the maximum grade shall not exceed that of the New York Central Railroad. Also to have the right to enter upon all lands belonging to said company for the purpose of obtaining material used in the construction of the road.

Should the company decide to Burnetize the cottonwood used for ties, they shall pay in addition sixteen cents for each tie, and for all other timber in like proportion. The contractor shall not be required to expend in the construction of any one bridge over eighty-five thousand dollars, nor shall he be required to expend for the erection of station-buildings, machinery, machine shops, tanks, equipments, &c., more than five thousand dollars per mile, or five hundred thousand dollars in the aggregate, but the same shall be expended as directed by the engineer. The contractor to have the use of the road until the contract is completed. The work on the sections near Omaha, which have been let by the company, or which have been commenced, to be continued by them or transferred to me, as may be agreed upon hereafter, and the cost of the same to be charged to me in final settlement. Any excess in the cost of iron above one hundred and thirty dollars per ton at Omaha to be allowed by the company. Right of way to be furnished by the company. The expense of engineers engaged in the construction to be paid by the contractor. The company to pay for the same at the rate of fifty thousand dollars for each and every mile so completed. Payments to be made as the work progresses, upon the estimate of the engineers, in making which the engineer shall deduct from each section its proportion of the cost of equipment not then furnished, station-buildings, superstructure, and cost of telegraph; but all material delivered or in transit for the account of the company may be estimated for. The contractor to furnish money upon the securities of the company, as hereinafter provided for, in the construction of each section of the length required by the acts of Congress herein before referred to, viz:

The company shall proceed to mortgage the land acquired from the Government at not more than sixteen thousand dollars per mile, bearing 7 per cent. interest, payable semi-annually in the city of New York, which bonds shall be receivable as the bonds of the company, at such prices as may be fixed upon from time to time as the cash price of the lands. The company to proceed to the preparing of the first-mortgage bonds, as provided for under the act, inade and put on record, the mortgage securing the same, so that the bonds may be ready for issue as soon as the provisions of the law are complied with; and shall do everything necessary and requisite to obtain the Government bonds at an early day. In the mean time, if required, the company to