St. Paul daily globe., 1894-09-09

the other it ms in the account arr on
cash basis; reducing these bonds TO 4
cash basis, the same as the others, %
per cent, thar would increase the debit
side of the account by Sl35,003 more.
Furthermore, he finds that the SAL, 200
OF bonds that were delivered to Baxter.
treasurer, for the purpose of finishing
the station. should be charged up and
would increase the debit side of the
account 10 the cash value of those bonds
at 90 cents, $4,000. The testimony only
shows that they had only paid in cash
SS50.000 Ill the purchase of the station
The master finds that there are 400, ,0Ou
OF the bonds that were
Delivered TO Willard
upon Mr.. Wegg's order, but are en-
tirely unaccounted for, except that they
were receipted for by Mr.. Willard
through Colgate Hoyt. The Oregon Il
TranScOntinent tai company in all its
transactions relating to the acquisition
OF the several Chicago terminal proper
ties acted as the agent tor the real
parties In interest, whoever they may
have been. This Is indicated by the
agreement of January, 1890, with the
Wisconsin Central company, as also by
tie account of those transactions. Con-
siderable testimony was given tending
to show the disposition made by the
Oregon q Transcontinentai company
OF the moneys which it had received on
account of these properties. but the
master says he shall not attempt
to further trace such moneys or
look into the accounts of the Oregon &
TranscOntinental company, as inc has
reached the conclusion that. for the
purposes Of this investigation, 1t Is i'm
material whether such moneys were
sent or who received them, for reasons
which he then states; MeSsrS. Colby
and Hoyt wero the only members of the
Northern Pacific board during the year
1889 and 1890 in which the transactions
under review took place that apparent
ly had any direct interest in the Chica-
go terminals. They acquired such in
tereSt long prior to the time when they
owed no duties to the Northern Pacific
company. The Northern Pacific COM
pany did not furnish these bonds, and
was not in any degree liable for them.
1t Is true that by its lease of April /,
1890. with the Wisconsin Central system
1t had assumed all the covenants and
agreements made by the
Wisconsin Central
company and the Wisconsin Central
and thereby had agreed to pay the Chi
cago u Northern Pacific Railroad CON-
pany, in addition to a fixed annual
rental OF S350,00 a sum sufficient 10
pay any deficiency on the first mortgage
bonds of the Northern Pac: fic company,
the bonds In question. not derived from
other rentals. This was not a direct
promise to pay the interest due on this,
and hence no right of action upon the
covenants or agreements existed against
the company. The agreement of the
Northern Pacific Railroad company to
pay or guarantee as a rental a sum sutfi-
cient to pay the interest Oh these bonds
was of that character and made only
with such purpose that it could at any
time be Cancelled by tile mutual con-
sent of the two companies, and the hold.
ers of the bonds would be remediless to
prevent such cancellation. Further.
there was no agreement whatever on the
part of the Northern Pacific Railroad
company to pay or provide any funds
for the payment of rental or for the pay
ment OF these bonds. 1t cannot there
fore be said that the Northern Pacific
Railroad company has, or had, any in
terest in the bonds that came into the
hands of the Oregon IL Transconti-
mental company. Ii this were a suit or
proceeding on the part OF the Northern
Pacific railroad to set aside the aSsump-
tion of the Chicago u Northern Pacific
lease. etc., the master hardly thinks it
could compel the parties who had re-
celved the proceeds of the Chicago &
Northern Pacihc bonds to account
therefor. If conclusions are correct, he
continues, then MIR. Oakes. as an officer
OF the Northern Pacific Railroad COM
dtpf inc tn urfT fy,ra In
ton to the Chicago Il Northern Pacific
bonds or their proceeds. and was not
bound to investigate the transactions in
the sale of these bonds.
The next finding is that the Northern
Pacific company loaned the Oregon d
Transcontinental company, through the
Wisconsin Central company, under the
agreement of Jan. l6, 1890. sums
amounting in the aggregate to S3, $50, 600,
which
Were All Paid Back
with interest at per cent on the Goth
day of June, 1890, and that the Northern
Pacific therefore suffered no loss OF
injury by reason of the loan.
The next and last question considered
is, whether, in respect of the lease OF
the Chicago terminals to the Northern
Pacific company an eXorbitant or i'm
peovident rental was agreed to he paid,
or whether the same was SO exorbitant
or imprOvident as to indicate non
feasance or misfeasance on the part of
Mr.. Oakes in the discharge of his duties
as all officer and director of the North
ern Pacific Railroad company. The
finding as to that Is that the rental
agreed to be paid by the Northern Pa
citic Railroad company in its lease of
the Chicago terminals of April l. 1890,
was not eXorbitant or improvideht. and
that Thomas F. Oakes was not guilty of
any nOn-feasance or misfeasance as all
officer or director of the Northern Pa
citic company i'll respect to said lease.