ARGUMENT OF HARVEY S. BROWN FOR Before proceeding with my argument it may not be out of The original California Pacific R. R. Co. was organized on The bonds were issued and delivered to said Flint, trustee, pursuant to the terms of the contract, and he delivered them to Wilson, Gibson & Co., of New York, for sale. On the 27th day of September, 1866, Flint assigned his interest in said contract to Haskin, which was approved by the Board of Directors November 10th, 1866. On the same day the Board extended the time for the completion and equipment of the road until January 4th, 1870. The bonds were not sold, and by order of the Board of Directors, passed April 27th, 1867, they were ordered to be cancelled, which was done, and a new mortgage and new bonds for the same amount were executed for the same sum and bearing the same rate of interest, bearing date January 1st, 1867, and payable twenty years thereafter, on January 1st, 1887, interest payable semi-annually, on the first days of January and July of each year. On the 29th day of September, 1866, Haskin, contractor, assigned one half of his contract to James M. Ryder, and on the 8th of October of the same year Ryder assigned one half of his interest in said contract to Wm. F. Roelofson, which assignments were ratified and approved by the Board of Directors on the fifth of June, 1867. Subsequently, on the 8th of February, 1868, the contract between Haskin and Ryder was so modified that Ryder was to have seventeen twenty-fourths interest in the contract, stocks and bonds, and Haskin seven twenty-fourths. Ryder transferred two-thirds. of his interest in the same to said Roelofson. The $3,000,000 capital stock and $2,250,000 first mortgage bonds were delivered to said contractors. They also received $100,000 Solano county bonds, and also $200,000 additional stock, relinquished by said county. The contractors then, prior to the acceptance of the road by the company, received for the work $2,250,000 first mortgage bonds, $100,000 Solano Co. bonds and $3,200,000 full paid stock out of the $3,500,000 capital stock. On the 5th day of August, 1879, on motion of contractor Haskin, the capital stock of the company was increased from $3,500,000 to $7,000,000. On the 23d day of March, 1869, the contractors Haskin, Ryder and Roelofson addressed a communication to the President and Directors of the Cal. P. R. R., informing them that they had purchased the Napa Valley Railroad, extending from Napa junction on the Cal. P. line to Calistoga, and that they proposed to incorporate a company to be called the California Pacific Railroad Extension Co., which should em brace the Napa Valley road and a line to be built, extending from Napa junction through Sonoma valley, Santa Rosa valley and Russian River valley to Cloverdale, with a branch from Santa Rosa to Bloomfield, and requested said Cal. P. R. R. Co. to guarantee their bonds to the extent of $30,000 per mile. On the 24th day of March, 1869, the Board of Directors of the Cal. P. promptly agreed to guarantee said bonds. On the 5th day of April, 1869, the said contractors with others incorporated said California Pacific Railroad Extension Co., with a capital stock of $5,000,000. On the 1st day of May, 1869, said Extension Co. executed $3,500,000 7 per cent. bonds, and a mortgage to secure the same, upon the intended line of road and the Napa Valley road, the same being thirty-four and forty-four hundreths miles in length. On the 7th day of June, 1869, the said Extension Company entered into a contract with James M. Ryder, by which it agreed to pay, and did, pay $2,000,000 in said bonds for the Napa Valley railroad. It also agreed to pay him the remaining $1,500,000 of bonds, and $4,860,000 of the full paid capital stock, for the construction of the intended line, and with wonderful foresight delivered to the contractors all the bonds and stocks prior to completion of any portion of the work. On the 23d day of December, 1869, the Cal. P. R. R. Co. received the road of the Cal. P. as completed, (but this had nothing whatever to do with the Cal. P. Extension line), and adopted the following extraordinary resolutions : "Whereas, Dewitt C. Haskin, James M. Ryder and William F. Roelofson, contractors of and for building the California Pacific Railroad, in constructing the same have expended large sums of money upon said railroad by furnishing extra depots, filling in of wharves, ballasting, piling, bridges, depot grounds, rolling stock, etc., over and above and beyond what are called for, and what was incumbent upon them to do by the terms of their contract with company; and have built and furnished a railroad with all furnishings complete, as is required by the increased demands of the country, in all respects superior and much more expensive than was anticipated by their original obligations: "And, Whereas, it is the desire of the company to secure to said contractors the advances by them made beyond and in excess of their obligation: "Now, Therefore be it, and it is hereby Resolved: that the railroad, as the same is now conditioned on the 23d day of December, 1869, be and the same is now this day accepted The bonds were issued and delivered to said Flint, trustee, pursuant to the terms of the contract, and he delivered them to Wilson, Gibson & Co., of New York, for sale. On the 27th day of September, 1866, Flint assigned his interest in said contract to Haskin, which was approved by the Board of Directors November 10th, 1866. On the same day the Board extended the time for the completion and equipment of the road until January 4th, 1870. The bonds were not sold, and by order of the Board of Directors, passed April 27th, 1867, they were ordered to be cancelled, which was done, and a new mortgage and new bonds for the same amount were executed for the same sum and bearing the same rate of interest, bearing date January 1st, 1867, and payable twenty years thereafter, on January 1st, 1887, interest payable semi-annually, on the first days of January and July of each year. On the 29th day of September, 1866, Haskin, contractor, assigned one half of his contract to James M. Ryder, and on the 8th of October of the same year Ryder assigned one half of his interest in said contract to Wm. F. Roelofson, which assignments were ratified and approved by the Board of Directors on the fifth of June, 1867. Subsequently, on the 8th of February, 1868, the contract between Haskin and Ryder was so modified that Ryder was to have seventeen twenty-fourths interest in the contract, stocks and bonds, and Haskin seven twenty-fourths. Ryder transferred two-thirds of his interest in the same to said Roelofson. The $3,000,000 capital stock and $2,250,000 first mortgage bonds were delivered to said contractors. They also received $100,000 Solano county bonds, and also $200,000 additional stock, relinquished by said county. The contractors then, prior to the acceptance of the road by the company, received for the work $2,250,000 first mortgage bonds, $100,000 Solano Co. bonds and $3,200,000 full paid stock out of the $3,500,000 capital stock. On the 5th day of August, 1879, on motion of contractor Haskin, the capital stock of the company was increased from $3,500,000 to $7,000,000. On the 23d day of March, 1869, the contractors Haskin, Ryder and Roelofson addressed a communication to the President and Directors of the Cal. P. R. R., informing them that they had purchased the Napa Valley Railroad, extending from Napa junction on the Cal. P. line to Calistoga, and that they proposed to incorporate a company to be called the California Pacific Railroad Extension Co., which should em: |