"Monday Evening, February 14, 1870.
"My dear Sir,—On my return late Saturday night I received yours of the 11th, and I take the earliest time at my disposal to reply.
"The retainer to which you allude grew out of and related to matters wholly distinct and disconnected from the A. and G. W.,[52] and was arranged without any agency of mine, and the subsequent payment of it was purely voluntary on your part.
"No intimation was ever made to me that it had any reference to or was to affect my relations to Mr. Flagg[53] as trustee under the several mortgages of the A. and G. W.
"I cannot doubt that it was known to you that I had acted as his counsel for more than a year previous. Nor did I ever suspect that you did not perfectly understand that I was still at liberty to do so.
"Afterwards, when Mr. McHenry[54] sought to retain me in reference to his scheme for reorganizing the A. and G. W., and asked me to name the amount—having looked into all the relations of parties, and having considered his plan—I declined to have anything to do with it in any manner or for any purpose, and refused his retainer, repeatedly pressed upon me.
"In one of these interviews I informed him that the suits which had been commenced to foreclose the mortgages, if, as I understood them to be, for I had not seen the papers, were objectionable, that, if a sale were to be had, they must be reformed or abandoned, and new suit in proper form, and with proper parties, instituted; that Mr. Flagg—at the instance of any bondholders, and possibly in an extreme case without their instance—ought to intervene for that purpose. To this view he yielded.
"When the lease proposed to be made by the receiver was brought to my attention some weeks ago, the counsel of the Erie called on me to ask my consideration of it as counsel for Mr. Flagg and of the first mortgage bondholders. He called on me to exercise my function in that capacity; and had prolonged negotiations with me, not as an associate, but as a representative of a different party.
"I heard no complaint until it happened that, while acting as counsel for the trustees and bondholders, I did not do precisely what their adversaries preferred to have done.