G. W. CASS TO S. J. TILDEN
"New York, March 18, 1872.
"My dear Sir,—I have this morning received your letter of Saturday, and hasten to answer it, as I am to leave this city for Pittsburg this afternoon.
"Your statement of the facts connected with the arrangement to pay you a counsel fee of $10,000 by the Erie Railroad Company, for services in the Cleveland and Pittsburg Railroad, is strictly correct, all of which came within my personal knowledge.
"At the time, since, and now, I held and hold the position of president of the Pittsburg, Fort Wayne and Chicago Railway Company, which company then held, and still holds, a very important contract relation with the Cleveland and Pittsburg Railroad Company. It was this fact that caused me to take an interest in the complication in which the Cleveland and Pittsburg Company was involved in 1869, and which had been brought about through the action of a director of the Erie Company, that company at the time (as was believed) holding a majority of the stock of the Cleveland and Pittsburg Railroad Company.
"To free the latter company from the litigation in which it was involved, I came to this city and had an interview with the then president of the Erie Railway Company, who condemned the whole proceedings of what was called the 'Erie board' at Cleveland. He agreed that a portion of the members should resign, and that you and myself should come into the direction and the executive committee. I returned home, and, after a conference with J. N. McCullough, Esq., then and now president of the C. & P. R. Co., a plan of reorganization was agreed upon, as set forth in your letter. To this date nothing had been said to you on the subject. On coming to this city, and developing the plan to you, you declined to go into the board or have anything to do with the business, for the reasons stated in your letter. I said to Mr. Gould and Mr. McCullough—the latter more than once—not to urge the question on you any further, as you might take such a decided stand that we would not be able to overcome your objections, but that the plan should be proceeded with, and we should elect you into the board and take the chances of getting you to serve. This was done, and you were elected without consulting you farther or obtaining your consent. After the reorganization of the board the arrangement that you should be the umpire in the executive committee, and have charge of all legal proceedings and be general counsel to the committee and board was arranged as you state, and without first consulting you. I took it upon myself to make such arrangements as would bring harmony into the board, believing you would acquiesce in such arrangement as I might make. Before you came into the Cleveland and Pittsburg board a resolution was placed on the minutes electing you the general counsel, and fixing the compensation. It was also proposed that owing to the interest which the Erie Railway Company had (controlling a majority of the stock), and the interest which the Pittsburg, Fort Wayne and Chicago Railway Company had by its contract with the Cleveland and Pittsburg Railroad Company, that each of those companies should retain you in their respective behalfs touching those interests. All this was done without any indication from you as to what you would do.
"I afterwards learned from you that the Erie Railway Company had paid you the ten thousand dollars, as agreed, without waiting for you to render a bill. The five thousand dollars agreed to be paid by the Pittsburg, Fort Wayne and Chicago Railway Company has never been paid or even spoken of since.
"The compensation above referred to was for those specific services and for no other, so far as I ever heard or believe. Those services continued to the close of the year, when you retired from the board. I remained in the board during that year and ever since.
"I will add that the arrangement made in 1869 was of large pecuniary benefit to the stockholders, and gave to the affairs, as well as the stock of the company, a stability they had never before had.
"I believe what I have written covers the whole case—at least I have so intended—and if, after I return from Pittsburg, it shall be found that any facts have been omitted, I shall be glad to supply the deficiency.
"Truly yours,
"G. W. Cass."
TILDEN TO LOGAN RAILEY[60]
"New York, March 28th, 1872.
"My dear Sir,—I rec'd your letter, but find it difficult to get a moment in which to answer it.
"I cannot at present leave my duties to go to Kentucky.
"If I have a team, I want: 1. That each horse should be healthy (of sound constitution), a good feeder, and tough. I have had enough of horses which lose in whole or in part their feed after being driven, or which have to or a medicine. I do not want a horse that needs care all the while to keep him well.
"2. I want each horse to be of natural good temper and disposition.
"3. I want each to be free from all tricks, and perfectly sound.
"4. I want the two horses to be well matched in size, appearance, temper, and action. The color is of less importance.
"5. I want them to move and act together as one horse.
"And if the horses you offer are such, and if you choose to bring on the horse 'Morris Miller' at my expense and risk, and the other horse at your own expense and risk, I will take 'Morris Miller' at $5000; and if the other horse shall prove satisfactory to Mingo and me on an opportunity of trial for a week or two, to be determined with reference to the weather and my being in town, I will give $5000 more and the pony for the other horse.
"Of course, I do not want to try one horse alone, and in doing so rely upon your representation that the other horse will suit, and that the two will work together as you say.
"I enclose check for $5000, which you can take if you approve these terms, but are to return without using it if you do not affirm these terms.
Yours,
"S. J. Tilden."