"In January, 1869, the Cleveland and Pittsburg Railroad was placed in the possession of a receiver by an Ohio court, on the ground of fraud and breach of trust, committed or intended, by the then board of directors. Mr. Gould disavowed the acts complained of, and desired to have the road restored to the management of a board of directors to be newly constituted. You stated to me that the only feasible arrangement for a compromise between the parties was this: The executive committee was to be composed of myself, Mr. J. N. McCullough, the president, and Mr. Gould, who represented a majority of the stock then alleged to be held by the Erie Railway Company. I, who had no interest with either party, and was indifferent between them, was to hold the balance of power between the two other members, and be able to decide every question of law and every question of administration in respect to which they should differ. When the arrangement was submitted to me I declined the part allotted to me. I said I had no interest in the company, and never had any relation to it which imposed a duty in respect to it upon me. I declined more than once to you and Mr. McCullough, notwithstanding the arrangement had been made by which the Erie was to contribute $10,000 and the C. and P. $5000 as compensation. I thought the trust might be troublesome and vexatious; and, at any rate, did not want the business. You, nevertheless, appointed me; and I afterwards acquiesced. I at no time made any conditions about compensation. I never rendered a bill. The payments, when they were made, were purely voluntary. I presume you do not doubt that nothing but your personal persuasions and those of Mr. McCullough induced me finally to acquiesce.
"You never communicated to me that there was any idea on anybody's part that I should owe any duty to the Erie Railway Company except to perform my duties as counsel, director, and arbiter in the executive committee of the Cleveland and Pittsburg Railroad Company. I never assumed any other obligation.
"That duty I performed during the whole year. Upon every question of law, of administration, of policy, I acted; and, as far as I know, with satisfaction to everybody. I had no difficulty with Mr. Gould, who always behaved with consideration and deference. He got the company out of its troubles, and largely enhanced the market value of the stock by the arrangement, and appeared to be satisfied.
"Mr. Gould may well say that (except so far as acting in the Cleveland and Pittsburg was acting for the Erie) I never did act for the Erie in anything, so far as he knew. I never undertook to do so. There never was any ground to pretend that in any of the litigations of that company it had any claim to aid, or shelter, or countenance from me.
"As to the Atlantic and Great Western, I never acted for the company. Prior to this time I had acted for Mr. A. C. Flagg and others, trustees under several of the mortgages, and for certain bondholders; and Mr. Gould knew it. Certainly, nothing in this engagement in the Cleveland and Pittsburg interfered with my right to continue to act for those trustees and creditors, or to act anew for them. In January and February, 1870, I argued before the Supreme Court of Pennsylvania and in the Ohio court, for the trustees and first mortgage bondholders, various questions as to the proposed lease. Mr. Gould faintly set up a claim that he was entitled to notice from me; and I at once reminded him that he knew all the time what my relations to the trustees and bondholders were, and had been for years, and that I had frequently, as their representative, had conferences with the counsel of the Erie. The union of the Atlantic and Great Western Company and the creditors inferior to the first mortgage with the Erie, prevailed; and a lease—which I believe all now agree was improvident and unwise—was made.
"I do not mean to say that it might not happen that a retainer is sometimes received and yet no further services rendered in the case. I presume that this often happens without impropriety. I have only to say that, so far as I recollect, it never has happened to me in any single instance of my professional life. I have been content to receive compensation fixed by agreement with my clients after the services were rendered. I have, in no instance, had any controversy or difference of opinion with any client as to the amount of compensation. I have never heard of any discontent after the settlement, unless this may be such a case.
"Since there is an elaborate attempt to misrepresent an act of my professional life, I have a right to say this—without the imputation of egotism; and I have a right to add that, for the last sixteen years, at least, my only trouble has been not to accept more business than I could perform according to my standard of duty and justice to those who entrust their affairs to my management; that I have not accepted half which has been offered of cases in which the clients were willing themselves to fix my compensation to my full satisfaction out of what they would recognize as acknowledged benefits.
"And I have never hesitated to choose what business I would decline. At the outset of the famous litigation of the Erie, under the presidency of Mr. Eldridge, it was communicated to me that the Erie desired to retain me; and afterwards Mr. J. C. Bancroft Davis, in its behalf, twice came to my office to offer me retainers. I declined. In 1869, Mr. James McHenry, when acting in apparent unison with the Erie, several times pressed upon me retainers in behalf of his scheme of reorganization of the A. & G. W.; but, after considering his scheme, I declined. In the same year Mr. James Fisk, Jr., called upon me with Mr. Jay Gould. Mr. Fisk said, with many flattering suggestions, that they desired to retain me in reference to a matter then pending, and in the course of the interview he stated that they had paid within a year $125,000 to a member of the bar, whose name he mentioned. I declined.
"I do not mean to imply that there would have been anything wrong in acting as counsel for the Erie in a proper case; but simply, when an act of mine is challenged, to state facts which are pertinent to my vindication. I have ever stood, not only in my personal conduct, but in my public influence, for the dignity and honor of the bar and the purity of the bench, and against whatever should tend to weaken or degrade the administration of justice. I did so, in 1869, when the evils of corrupt times were growing and powerful. I accepted issue in the Democratic State convention of that year. On the 1st of February, 1870, at the meeting which resulted in the formation of the Bar Association, I uttered these unpremeditated thoughts:
"'If the bar is to become merely a method of making money, making it in the most convenient way possible, but making it AT ALL HAZARDS, then the bar is degraded. If the bar is to be merely an institution that seeks to win causes, and to win them by back-door access to the judiciary, then it is not only degraded, but it is CORRUPT.'