The New York Herald Newspaper, January 6, 1873, Page 3

3 S58 E. a nds, guarantee formance of the con- i he 1d at thereat loss thereon; and, in consideration thereo! said Hoxie agreed that ine nts of the price secured by said contract for construction after Becemner 1, 1864, should be received by the Crédit Mobilier for its own use. ‘That in p ce of said last mentioned ee- mént the it Mobilier executed to the Union ‘ifle Rattroad Company & guarantee of the per- Mimat forthe further securiky of the Oré ‘at for ther security of the dit Mo- bilier, said Hoxie ned his contract with the bite A subject to his dgreement with the said it minted ley anes ae eee By whom the same Was reassigned in to the Grédit Mobilier. ee eaee es pant after the making hap agreement be- z éen Hoxie and Crédit Mobilier the company was notificd that the Crédit Mobilier had taken the agency of da said ‘aid contract, and the company recognize gency ree is. ” ay i ponent further says that the Union Pacific Railroad oppany never made any contract with the Crédit Mobilier for the further construction er pontnens of any part of its road, and that the Crédit Mobilier had no interest in said Hoxie con- tract at the time of the making of said contract, or \t the time of the said extension thereol, nor at any time afterwards, until the execution of sald ratte between said Hoxie and the said Crédit Deponent further says that while the work was in progress under the said Hoxie contract, ye de- pongpt being at that time Vice President of sala tompany and President of the Crédit Mobilier, the business of constructing and providing the sub- contracts for the construction was carried on under the supervision of deponent; that portion of thé work appertaining to the road east of the one hondreth meridian belnz jor Aevount of the Crédit Woblie, under the assigminent of the Hoxté con- tract, and that portion of the Work west of the one hundredth meridian “being for the ac- count of the railway company, the officers and managers of both said institutions entrusting the chief care thereof to him. That some time before the road was constructed to the one hundredth meridian it was ascertained and weil known by the President and Directors of said company that the Crédit Mobilier had made and would make out of said Hoxie contract an ex- tremely large and very unusual profit. And the President ol said company and several of the govern- ment directors and other directors objected that any contract for any part of the road west of the one hundredth meridian should be given to the Crédit Mobilier at such rates. ‘That the government directors had made it a sub- fect of complaint in their report to the Secretary of the Interior, as appears from pages 78 to 82 marked extracts, in ihe panied oilicial report ol Lieutenant Colonel J. H. Simpson to the Secretary of the Interior, published November, 1865, of whic! extracts are herewith submitted, viz:— In October, 1864, when we assumed the duties of our’ appointment, we found that In the months of August and September previous a coutract had been arranged and consumiuuted by the executive committee, in which are vested the powers of the Board when not ‘in session, for the consiruction and equipment of the first 100 miles of the road, west of the Missouri River, at the rate of $60,000 per mile, payable $5,000 per mile in the stock of the com- pany and the balance in the currency bonds of the gov- erninent and securities of the company. From the first the contract price appeared to us to be very high. At present, with the probable decline in the cost of labor and materials and advauce im the value of the govern ment bonds, it seems extravagant. When made, how- ever, there were many considerations jus'itying a liberal ricé, and among thein was the pressing necessity for the immediate progress of the work, in order to incet the terms of the law and save the charter. Again, to con- struct and equip 100 miles of the road by the time named in the law would roquire $2,00,W00 or more, in cash, to be advanced before either the government bonds or the se- curities of the company could be made available. Capl- tulists could not be expected to make such advances in a frontier undertaking like this, so distant from commer- tial centres, and the entire completion of which to the Pacific was so remote in point of time, and its immediate Protits, therefore, so problematical, without a large mar- in in ‘the contract. Again: the Summer a was & lark period in the progress of the war for the Union; and the financial future of the nation, upon whieh de- pended the value of there, government currency, bonds, Bud witHous Wiel the rons cannot be Dull, “was very unpromising. The undersigned have not in the past, nor could th in the tuture, of choice, favor the moe of building rail- Foads by large contracts like this, which increases the cost of the work by large profits to contractors and capi- talists, Nothing bat public necessity can justity it. Such necessity, however, frequently arises in new countries, and we believe exists in respect to this work, as the law now stanas. Ifthe more economical plan of giving small contracts to those who actually periorm the work, under free competition, payable in cash, could be pursued, thus jate profits, the cost of this great work educed from twenty to thirty percent. Bu by the method in which government aid is furnished to ¢ company, and which is according to the usage of government in aiding public works, the adoption of any Such plan is impossible. We trust, however, that more nd free competition will be the rule in all future contra We have considered ft among our highest duties to ald the company in pressing forward the work and to secure ® good road. No national in erest seems to us more urgent than the development of our vast Tne regions, now greatly hindered In the tedious and expensive modé Of access, If liberal compensation on the first section shall quicken the work in its progress towards the ene the country will find in this compensatory ad- ntages, hat Mr. Springer T{arbaugh, one of the govern- ment directors, in his report to the Secretary of the Interior, reie1s to the subject as follows My colleagues, in their report, haye fully explained as to the contract for consiruction’ and equipping the first 100 miles, After @ personal examination and full knowledge of wiat has bee complished up to the pres- ent ime, I feel satisfled that the contractors have pressed forward’ this work with commendable zeal. With no railroad connections short of 150 m 1864, and at this time 130 miles from the nearest terminus, with an unreliable, changable, expensive river navigation, scarcity of labor- ers, high price of materials and the innumerable difficul- fies that all conversant with rallrond management have ad to contend with during 1863 and 1864, has necessarily iven them a difficult contract to fulfil. ‘The next two or fire hundred miles of road can be built at a small cost, compared with the rate at which the first 100 miles was contracted. That the work of construction of the company’s road from the 100th meridian westward was coi- menced and carried on under the supervision of deponeat on behalf of said company, and that the operations so carried on were well known to the president and the then directors of the company; and that in the manner last afore- said a very large extent of the railroad was con- structed for the company, paid for by the com- pany, accepted by the government of the United States, and made the basis of United States bonds ven to the company and mortgage bonds issued yy the company. ‘That while the construction was proceeding as above described, in part under verbal contracts with N. A. Gesner and under verbal instructions to sub-contractors and laborers, no contract having been made or price agreed upon between tne rail- road coinpany and the assignees of the Hoxie con- tract, and to save delay and preserve the organ- ization of the force of men employed, this de- pouent, on behalf of the company, entered into a contract with one L, M. Boomer for the ¢on- struction oj the said railroad irom the one hun- moderate profits dredth meridian, at $25,000 per mule, with- out equipment, providing in said last-men- tioned contract that Boomer should assume all contracts then outstanding with sub- contractors for any part of the work; said con- tract being taken in the name of the deponent, as agent, with the design that if should be assumed by any more general contractor in case one should be found by the company. That from the time of the making of the contract with Boomer the said Gesner was made the agent ot the contractor, and the work proceeded with great rapidity and was carried on under the super. vision of deponent until the commencement of this action, and from thence has been carried on by employing and using sub-contractors and em- ployers. Deponent further says that, except the opera- tions under the Hoxie contract, the service and assistance of the Crédit Mobilier have not been Recessary to the company (nor have the same been rendered by conducting and managing the work or furnishing means or otherwise); that during the operations under the Hoxie contract by far the greater part of the means furnished and used in the construction was raised by the Union Pacific Railroad Company upon its own securities, namely, bonds of the United States and morigage bonds of vhe company, That the company now is in good credit, and abundantly able to carry on the work of construc tion with economy and despatch, and has no occa+ sion for any aid or assistance whatsoever irom the Crédit Mobilier, Deponent iurther says, that 150 miles of said rail- road and telegraph next west of the hundredth meridian has actually been completed and mostly paid jor by the company, and the cost thereof to the mm | has not exceeded $25,000 per mile, peing the price mentioned in the Boomer contract, and the equipment thereoi has been fur- nished, which equipment upon the road at the time of its acceptance by the government did not exceed over four thousand dollars per mile; and that said entire 160 miles, being a part of that portion of the road which, by the resolution menttoned in the compiaint, it is proposed to Contract for at $42,000 and $45,000 per mite, has been actu- ally compicted for the company at a@ coat not ex- ceeding $25,000 per mile; and the directors had been informed and well knew the sume, and that the constructing proposed by said resolution Would make a loss to the company of $2,750,000, Deponent further says that’ he has an Inti. mate knowledge of the cost of construction of all Parts of the railroad hitherto, and of the necessary cost of the construction of the residue thereof to Crow Creek Crossing, at the base of the Rocky Mountains; and that the same can be constructed aud completed at an expense not exceeding 28,000 per mile, necessary equipment included; and that deponent is ready and willing to become personally responsible jor its completion at that price by responsible parties, Deponent further says that there are certain stockholders of the said, Union Pacitic Railroad NEW YORK HERALD, MONDAY, JANUARY 6, 1873—WITH SUPPLEMENT. RAILROAD FEGRUARY 28, 1667, WHO ARR NOT OWNERS OF STOCK IN THE CREDIT MOBILIER. No. Shares. Per Cent Stockholders. $1,000 Each. ard, Amount. D. W. Barney 20 10 $2,000 J. Bathurst. 20 10 2,000 August Belmont 10 20 2,000 Clark Bell. 20 20 4,000 lark Bel 10 10 000 0. D. Ashlie; 20 10 2,000 Mev 5 10 500 John ‘Butterfield. 10 20 2,000 A. L. Butler, 10 10 1,000 . W. 10 ‘600 J.J. Crane. 6 10 600 A. Campbel 5 ro 500 J. F. Chambei 30 10 3,000 D. larri 2 10 2,000 id 10 1,000 20 10 2,000 20 10 2,000 1 # 250 25 1 2,600 20 10 2,000 5 Fd 1,000 5 20 10 otto 20 10 2,000 20 10 2,000 5 10 ‘500 1 2 200 1 F 20 10 2.000 : x > 1,000 ? 20 cs) a 20 200 16 19 1,600 Ger i, Spoith i io 100 ry 00 Eg ithe Iman. 30 10 3, Samuel Sloane........ 5 » 500 W. R. Travers, FA 16 2,000 10 1,000 10 10 1,0 5 9 500 5 0 500 65 10 6,500 10 30 3,000 5 10 600 5 100 5,000 +. 90 10 3,000 Alex, HOY ttt Seer O 20 4,000 danf%s U, Kennedy.... 10 20 2,000 $100 Each, John F, Tracy. John J. Cisco. And deponent further sa: Directors of said company, January 5, 1867, passed @ resolution, of which the following is a copy :— That at a meeting of the Board of Director's of the said company, held January 6, 1867, while the. deponent was absent from said meeting, upon necessary business of the company, and while Oliver Ames, one of the directors of said company, was in the chair and presiding at the meeting, @ resolution was offered in the following words:— Resolved, That the Union Pacific Railway Compan: will and do hereby consider the Hoxie contract extendey to the point already completed, viz, 3 niles west from Omaha, and that the oficers of this company are hereby authorized to settle with the Credit Mobiier at per mile for the additional fitty eight miles. ‘That as the plaintiff finds upon the record of said Meeting, the ayes and noes were called on said resolution, and it was adopted by the votes of a majority, including Messrs.. Bushnell, Ames and Dillon, and was 0; pened. by the votes of all the directors appointed by the government except Mr, Carter, who voted for it, That deponent, upon Jearning the tact of the passage of said resolution, commenced an action against the said company by summons and complaint, and obtained an injunc- tion restraining the company and its officers and directors from acting upon said resolution, of which complaint @ copy is hereto annexed, marked schedule “I, and of which injunction a copy is algo hereto annexed, marked schedule “J.”” SCHEDULE I, Supreme Court, City aND COUNTY oF NEW York.—Thomas ©, Durant, plaintit, vs. The Union Pacific Railroad Company, defendant.—Summons, To the above named defendant,— You are hereby summoned and required to answer the complaint in this action, of which a copy is herewith served upon you, and to serve a copy of your answer to the said complaint on the subscribers, at our oflice, No. 60 Wall street, in the city'of New York, within twenty days aiter the service hereof, exclusive of the day of such service; and if you fail to answer the said complaint within the time aforesaid the plaintiff in this action will apply to the Court for the relief demanded in the complaint, TRACY & OLMSTEAD, JAN, 22, 1867. Pinintiff’s Attorneys. Supreme Court, County or New Yorx.—Thomas ©. Durant, plaintit, vs. The Union Pacitic Rail- road Company, defendant.—Complaint, The plaintif makes this complaint against the defendant :— The plaintiff states that the defendant hereto- fore made a contract with oue Herbert M. Hoxle for the construction and equip- ment of its railroad, from the eastern ter- minus therof, being the city of Omaha, the dis- tance of 100 miles, at the ee of $50,000 per mile, and afterwards extended the same contract to the one hundreth degree of longitude, making a total length of road of 247 miles or thereabouts; that said contract was performed and that no contract has been made by the defendant with said Hoxie for the extension of the work further west; that from the end of the said 247 miles westward a dis- tance of filty-eight miles to a point 305 miles west of Omaha said railroad has been constructed and completed by contractors and et with materials, under the direction of the plaintiff, ata much less cost than $50,000 a mule, being in fact at least $600,000 less for said fifty-eight miles than if constructed under said Hoxie contract. That said company is a body corporat created by the act of Congress passe July 1, 1862, chapter 120, an the ‘subse- quent acts of Congress amendatory thereof; and that its Board of Directors consist of twenty di- rectors, five of whom are appointed by the Presi- dent of the United States and the other Miteen are elected by the stockholders, ‘Tnat the plaintit is a stockholder in said Union Pacitic Railroad Company to a very large ount, and is also Vice President thereof; that at a meet- ing of the Board of Directors of the said company, held January 5, 1867, while the plaintiff was absent from said meeting upon necessary business of the company, and while Oliver Ames, one oi the direc- tors of said company, was in the chair and presid- ing at the meeting, a resolution was offered in the following words :— Resolved, That the Union Pacific Railroad Company will and do hereby consider the Hoxie contract extended to the point already completed, viz., 305 est from Omaha, and that the officers of t! hereb: authorized to settle with the per mile for the additional fitty- ‘That, as the plaintiff finds upon the record of- said meeting the yeas and nays were called on said resolution and it was adopted by the foliowing Yeas—Messrs. Bushnell, Tuttle, McComb, rd, Ames, Duff, Dillon and Carter; nays- eee Harbaugh, Ashman, Sherman and Wil- jams, That the said Crédit Mobilier is a corporation by the corporate name of the Crédit Mobiiier of America, holding and exercising the agency of said Hoxie contract; that all of the said directors who 80 voted yea, except Mr. Carter, who is a@ director appointed by the President of the United States, and also except Mr, Vuttle, are sioekholders of the said Crédit Motiier; and that ali sald directors who voted nay were appointed by the Presideut of the United States, ‘That before the passage of said resolution the said additional fiity-eight miles of raliroad had been accepted by the United States government as compiete ; that the effect of the said resolution, if carried out by settlement and payment, will be to subject the said company to the payment of more than five hundred thousand doliars for the said fifty-eight miles of railroad in excess of the actual cost thereof, ‘That said additional fiity-eight miles of ratlroad Was not constructed under said Hoxie contract, in whole or in part, and that said Crédit Mebilier has no agency or authority from the plaintif® or the contractors and laborers who coustructed the same to settle therefor; and if said resolution was carried into effect said Crédit Mobilier would be able to pay and reimourse the whole actnal cost thereof and retain more than five hundred thou- sand dollars of the company's money, without any actual consideration whatever, and to divide the same among the stockholders of said Crédit Mo- bitter of America; and that several of said directors who voted for said resolution then well knew th: the sald fifty-eight miles of railroad had been coi structed for much less than filty thousand dollars per mile; and that all of those who voted for said resolution then well knew that the same had not been constructed by said Hoxte, nor under said Hoxie contract; and that the said company, before the passage of sald resolution, had actually paid a very large amount of the cost of construction of said ae miles; and the laintiff believes that unless the said company or its ofiicers, directors and agents sfall be restrained by injunction the said resolution will be carried into effect and the said company ve subject to gest loss, and its means will be thereby wrong- Jully wasted, That the stockholders of said Union Pacific Ratl- road Company are numerous, and this plaintif brings this action for the benetit of all said stock- holders, The plaintiff thereupon demands judgment against the defendant, and that tae defendant and all the direetors, officers and agents of the de- fendant’s company may be enjoined and restrained Pending this action aud forever afterwards from settling with the Crédit Mobiller of America at $50,000 per mile or any other price for said fifty- eight miles of railroad, and from extending said Hoxie contract so as to cover the same in any part thereof, and trom paying to said Hoxie or said Crédit Mobilier of America, Or any other party or person representing them or either of them, for the con+ struction thereof, and from enforcing or carrying into effect said resolution; and that the said reso- lution may be sarecaea and declared to be nulland void, and that the plaintiff may have such other or iurther relief as to the Court may seem meet, with the costs of this action, TRACEY & OLMSTEAD, Plaintiis Attorney. City and County af New Vork, e8.-—Thomas O Durant, being duly sworn, says that the forego! coumplaint ta tras Yo ula own bacmiodge, except ae te matters therein stated on information and on and as to these matte: t Sworm to before me this 22d day Janu: 1867.— WiLLIaM SUTPHEN, Notary Public, New York oy and county. UPREMB COURT, COUNTY OF NEW YORE.—Thomas ©. Durant, face , v8. The Union Pacific Railroad Company, defendant. City and County of New York, ss.—Thomas C. Durant, being Ge that he is a director ot the Union Pacific Rat Company and Vice Presi- dent thereof, and has been so from the organiza- tion thereof, and he is also largely interested in the Credit Mobilier of America mentioned in the com- emi; that deponent is well acquainted with all matters stated in the complaint and knows the same to be true, and that un! an injunction be ‘ted, as pierce for in the complaint, the suid Union Pacific liroad Company will be subjected to great loss and its means wrongtully wasted by the carrying into effect the said resolutions. THOMAS OC, DURANT. Sworn to before me this 22d day of January, 1867,—WILLIAM SUTPHEN, Notary Public, New York city and county, SCHEDULE J. SurReue Court, County oy New Yore.—Thomas @. Durant, plaintiff, ve. Tne Union Pacific Railroad Company, defendant.—Iinjunction by order. It appearing satisfactory to me by the afidavit of Thomas C. Durant, the plaintiff, that euMicient gropeae lor an order of injunction exist, I do ereby order that the defendant, the Union Pacific Kailroad Company, and all and singular the direc- fors, officers and agents of said company, do abso- lui dgsist and refrain from settling with the Crédit Mobilier of America for constructing, equip- ping or completing Afty-Clet miles of the railroad Of said company, lying betweeil @ point 247 miles west of Omaha and a point 305 miles wegt of Omaha, or any part thereof, at $60,000 per milé, or any other price, and from paying for the construc- tion of said fifty-eight miies, or leis weg 3 to Herbert M, Hoxie or to the Ord Mobilie| America, or to ay party or pe. son representiag them or either of them, or to any party or person under or by color of @ contract with said Hoxie, and from éxtending the cofitact with said Hoxte so as to cover the same or any part thereof, and from acting npon, enforcing or carrying into etfect a certain resolution adopted by the votes of its directors January 5, 1867, and mentioned in the complaint in this action, until the further order of this Court; and in case of disobedience to this order the personso disobeying wif be liable to the punishment therefor prescribed by law. EORGE G, BARNARD, Judge Supreme Court. JANUARY 23, 1866, That on the day of the next meeting of the direc- tors of said company, deponent showed said in- junction to 0. 3. Bushnell and two or three other directors of the company, and, by their request, re- frained temporarily from serving it. That at said meeting deponent presented to the said Board a written protest, which was read to the Board and entered at large on its minutes, a copy of which protest is hereto annexed, marked schedule “‘K,”” SCHRDULE K. To THE BoaRD OF Direcrors OF THE UNION Pa- CIFIC RAILROAD COMPANY ;— GENTLEMEN—I protest against the passage of the resolution appearing on your minutes as passed January 5, 1867, purporting te treat and consider the Hoxie contract as extended to the point already compieted—namely, 305 miles west of Omaha—and authorizing the officers of the com- pany to settle with the Crédit Mobilier at $50,009 per inile tor the additional ay Uy miles, Said Tesolution was moved and adopted while I was absent from the meeting of the Board on necessary business of the company. I make this protest on the ground that said flity-eight miles have been con- structed at mucb less cost than $59,0.0 a mile, and have been accepted by the United States govern- ment as complete, and that tt was not constructed under the Hoxie contract, and that a considerable portion of the cost thereof had been paid by the company before the adoption of said resolution, and that said resolution does not provide any com- pensation or advantage to the company by requir- ing stock subscriptions or stipulations lor the con- struction of additiona! portions of the company’s railroad, or by any other means or stipulations Whatsoever, but leaves the company to sustain a very great and unrequited joss, Respectiully, ‘ours, THOMAS C. DURANT. ‘That after the reading of said protest said Bush- nell olfered a resolution rescinding said resolution of January 5, and the same was adopted, and in consequence thereoi said summons, complaint and injunction were never served, That on the same day a proposition was received from Mr, J. M.S. Williams (acting on behalf of the Orédit Mobilier) for the construction of the road from the 100th meridian to the Crow Creek Cross- ing, base of the Rocky Mounta:ns, a distance of 267 miles, for $50,000 per mile, of which proposi- mene copy 18 hereunto annexed, Marked schedule SCHEDULE 1. NEw York, January 23, 1867, Regular monthly meeting, Directors’ Union Pacific Railroad Company. Present—Durant, Tuttle, Cisco, McComb, Lampard, Ares, McCor- mick, Dutt, Dillon, Cook, Harbaugh, Carter, Sher- man and Williams, Mr. Carter, Secretary of the committee appointed October 9, 1866, sudmitted a proposition in relation to construction of the road west of the 100th meridian, viz.:— New Yonx, Jan. 24, 1867. T. J. Canter, Esq. :— Dian Sin— beg to offer the following proposition, viz., to build your road from the end of the 100th meridiin of longitude to the b: Rocky Mountains, Crow Creek Crossing (267 57-100 niles), for fifty thousand dollars Ber, mile, ($5.00), to be acceptable to the government Jommissioners—to be completed before the first day of Januury, 1363 Also propose. that company shall transport all material required for truction over the road completed and used by the company, at rates to be agreed upon. Yours, very truly. JOHN M. 8, WILLIAMS. P, 8.—I agree to turnish suitable guaranties. J. M.S, WILLIAMS, SCHEDULE M. Directors’ Meeting, Union Pacific Railroad Com- any. Mr. Bushnell reported:— fo THe Presipent ann Directors or tHe Unton Pactric RAILROAD COMPANY -— GrxtLEMEN—Your committee appointed to receive pro- posals for the construction of 30) miles of road submit the accompanying proposal from Mr. J. M. 8. Williams, and recommend its acceptance. ©. 3. BUSHNELL, Chairman. New York, Jan. 25, 1867. Mr. McComb moved the acceptance of Mr. Williams’ proposal, and that the contractors to be paid in cash or cash assets $28,000 per mile, $6,000 per miles in land grant bonds, at such price as may be agreed upon between the contractors and the company—the balance of $50,000 per mile in full paid stock of the railroad company at par, reserving out of thi sum as security $7,500 per mile to provide ample equipments satisfactory to the government Commissioners, on which the ayes and noes being called, was adopted, A motion was thereupon made and adopted accepting said proposition, with certain moditica- tions, including the reservation of $7,500 per mile from the payment of the price to provide ample equipment, of which resolution a copy 13 hereto annexed, marked schedule *‘M."’ Tnat said resolution, containing both au acceptance of the roposition and the proposing of modifications hereto, Was so put that deponent, supposing the vote was to be only upon the modification reserv- ing $7,600 per mile for equipment, and not upon the acceptance of Williams’ proposition or the other modifications thereon, voted ay, while deponent was opposed to accepting the proposition, aud was well Known 80 to be by the directors, ‘that after- wards the Board a@journed to the following day, and on its reassembimg on January 26, and after the minutes of January 25 were read, deponent having discovered that he was recorded as having voted for the proposition of Williams, this depo- nent stated to the Board that he desired to be con- sidered as voting against Williams’ proposition, and made the explanation that ne supposed at the time he was voting ony for the reservation of $7,500 per mile, a note of which was entered on the margin of the records, That aiterwards, and during the same meeting, a motion was made and adopted, reconsidering said resolytion ot January 25, accepting J, M. 5. Wil- liams’ pidposition. ‘That at a subsequent meeting of the Board, being the next meeting wfter January 26, the Board, in the absence of the deponent, ordered said protest, schedule “K’’;and deponent’s recorded explana- tion Bout hig error in voting to be expunged from the ininates; but at the time satd order was made there was net a quorum present, ‘hers having been a re Sane present at the opening of the mecting, and deponent having been absent from the room at the time of making suid order; and both said protest and said note still appear upon the records of the Board, cross-written in red ink, “Expunged by order of the Board.” That at a meeting of the Board, March 1, 1867, communication was received from J. M. S. W liams, asking leave to withdraw his proposition. and the same was granted by the Board, That after said proposition of said J. M. 8. Willlams was 80 withdrawn, and, at the same meeting, a second roposition was presented by him, a copy of which is contained in complaint in this action, printed elsewhere, Deponent further says, as to the statements in Said affidavits contained of an attempt by this de- ponent to procure a contract between the company and the Crédit Mobilier, that the same are untrue as therein stated; that in fact the company never regolyed it would not make @ contract with the said Hoxie. And deponent further says that the only contract proposed to the company on the part of Hoxie or the Crédit Mobilier which had the sanction and ap- Oval of deponent, was 80 proposed February 23, 867, and Was in substance @ contract for the pur- chase of the securities of the company to @ large amount, as well as the construction of a portion of the road, of which contract @ copy is hereto an- nexed, marked schedule “0.” SCHEDULE 0. To THR ExrcvTive CoMMITTER OF THE UNION PACIFIC RAILROAD COMPANY} GENTLEMEN—The Crédit Mobilier of America pro- ose to purchase of your company $3,000,000 of and grant bonds at eighty percent of their par value ; $2,060,000 of first mortgage bouds, at eighty-five per cent of their par value; $750,000 of the certificates of the company, convertible into first mortgage bonds, at eighty per cent of their face, the said certificates to bear six per cent interest until the said first mortgage bonds are issued and exchanged. They willjoan, or procare to be loaned, to the company $1,250,000 on four months’ time, at the rate of seven b aad cent interest per annum, and two anda half per cent commission, with first Mortgage bonds as coliateral security, at sixty-six and two-thirds per cent of their par vaine. Payments on purchase and loans to be made as follows, viz:—Twenty-live per ceut on or before Februat March i April land grant bonda, and if Crédit Mobilier shall issue certificates convertible into the said onan Doe to their being issued, This pi ition iv made on the express condl- tion that your company pay, a8 soon as practicable, the balance due on account of contract east of the one hundredth meridian, but which time shall not. extend beyond the time of the several payments herein specified in the purchase of bonds, and the farther condition that the present con’ for which this company is the agent shall be extended 80 as to include 100 miles westward from the one hundredth meridian, as follows:— The said 100 miles to be completed to the ac- ceptance of the government Commissioners for the sum of $42,000 per mile. kind of material to be pe. The same quantity and used and the work to be of the same general cha- Tacter as the work on the last 100 miles east of the one hundredtn meridian with the same guaranty as bei cost of iron and price for burnettizing timber or les, Turnouts, side tracks and station buildings to be made adequate for the present business of the ipany a8 now proposed by the engineer in 3 Should more be required, the company to Pay for tron and superstracture, The hotel at North Platte station to be com- ple ed pemesing to the plans and specifications te lopte - 'e, engine house with ten stalls, black- smith and repair shop, witha stationary engine suitable for the purpose, two lathes and other tools in proportion, which have been decided as neces- sary for the immediate requirements of the com- any; water tanks at points heretofore designated yy the reap in charge; also two locomotives and filty flat cars, The running of trains on the road to be under the control of the contractors’ superintendent, The contractors to pay the cost of transporting material used in construction, Payments to be nado on tile monthly estimate of the chief engincer, which estimates are to be made as in the .orwer contract. Contractors to assume ail Liabilities incurred by the company on account of the construction of 8a‘ 109 miles, By order of Committee. es, BENJAMIN F, BUNKER, |" Assistant Secretary of the ~ Crédit Mobilier of Americ: New York, Feb. 13, 1867, ‘That the facta in relation to the proposed con- tract were as follows:—A meeting of the parties interested in the company was held at the Fifth Avenue Hotel, at which a majority of the stock of the company and a majority of the’ stock of the Crédit Mobilier were represented, and at which were present of the directors of the gom- pany Oliver Ames, C. A, Lambard, Sidney ‘illo C. H. McCormick, 8. Bushnell, John buff an this depen nt, ‘That at aid mee ting the financial affairs Of the compat, thé means of falslig large amounts of money for it with the best economy were discussed, and a plan was concluded upon and received the assent of the holders of more than three-fourths of the stock o1 the company; which plan included the giving ef a contract to cover the 100 miles of road, fifty-eight miles of which was then completed, and other provisions of great value to the company. Thatin pursuance of said plan and in order to save time, the Board not being in session, & contract was drawn up and was approved by the executive committee. That there were present at the meeting of the ponimultyee Siduey Dillon, not then a mem- er of the cdmmittee, and C. 8S, Bush- nell, and both agreed to the contract; that one object of said contract was to secure @ private sale of a large amount of the securities (about six million dollars), at a time when it was against the interests of the company to offer them on the market, That at the next meeting o1 the Board thereafter the Executive Coinmittee reported their proceedings thereon, and the same were con- sidered by the Board, but in the discussion thereof this deponent took no part. On motion of Mr. Mc- Comb a portion of the proceedings of the commit tee was ARpKo Ted and another portion was disap aoe '. McComb stated in the discussion that is reasons were hot that he disapproved of the pear rons of the contract, but was unwilling to ave it go upon the records that the Board allowed @ contract made by the Executive Committee without authority delegated for the purpose. That afterwards, at the same meeting, the resolution was passed which is contatned in the complaint in this action, authorizing @ contract with J. M. S. Williams for 267 miles of the road, including one hundred miles covered by the plan reported by the committee, Deponent farther says that the large price per mile of 100 miles given by the contract reported by the committee, in connection with tie other stipulations therein, was extended by said resolu- tion over an additional 167 miles without any simi- jar consideration; that the liabilities of the Union Pacific Railroad Company at that time for money borrowed on its notes were about $3,400,000, and also to contractors east of the one hundredth me- ridian, about $1,843,000, making a total of $5,243,000; that to mee. such debt the company held $4,580,000 of its own Mrst mortgage bonds, and $3,000,000 of land grant bonds, the former being for the most part pledged as collateral to said debt; that afterwards, when the securities of the com- y became marketable in large amounts, the ave became easily available to provide for said debt. Deponent further says that he never objected to or insisted that the price per mile for construc- tion mentioned in the contract with Wiillams was too low, or should be Jarger. That as to the statement in said altidavit that the price for construction in said Williams’ contract was never alleged by deponent to be excessive, this deponent denles the same, and states that he has uniformly shown to the directors that the ac- tual cost of construction was greatly less than said price, and had in one instance prevented a like wasteful operation by preventing the extension of the Hoxie contract. Deponent further says that he is informed and believes that the reservation of $7,500 per mile to rovide for equipment in the resolution accepting Williams’ last proposition is not and was not in- tended to be a positive deduction of that sum from the price, but a reservation thereof until the equip- ment should be accepted by the government on the acceptance of the road, and in case the equipment should cost less than $7,500 per mile only the actual cost thereof should finally be deducted; that, in fact, the equipment on the portion of the road sub- sequently and hitherto occupied by the government has cost less than five thousand dollars per mile, Deponent further says that immediately after the acceptance of said Williams’ last proposition by the company, at a meeting elf called of the stockholders of the Crédit Mobilier, it was resolved that the work of construction and equipment under the Williams contract might be let asa whole by the committee, at a price not exceeding $25,000 per mile for the construction and comple- tion of the road, the furnishing of equipment to $3,000 per mile, the completion of the telegraph line to $2,000 per mile, of which sald resolution a copy is hereunto annexed, marked schedule “pn SCHEDULE P. At a stockholders’ meeting of the Crédit Mobilier held March 27, 1867, present—Dillon, Oliver Ames, Tiaverd, Dui, Bushnell, McCormick, Lambard, Gray, Wiliams, McComb and Oakes Ames, Resolved, That the contract proposed to be made by J. . Williams with the Unton Pacific Railroad Company for building 267 miles of road west of the One Hundredth meridian, and by said company agreed to, be guaranteed by the Credit Mobilier, and that this company accept an assignment of said written contract, as proposed by J. M. 8, Williams as soon as the same can'be prepared. On motion of J. M. 8. Williams, duly seconded, it was voted, That the Executive Committee be anthorized to sub-let r the Union Kailroad Company and J. liams, and by him to be assivned to the Credit Mobil a whole, at fot exceeding $25,000 per mile, ‘The sab-con- tractors'to furnish, ung pee, sautpmpent cp te amount of $3,000 per mile. oO with the understand- ing that they’ shall allow freight equal to $1,500 per mile art now built beyond the one hundredeth me- $200 per beyond the 35 miles now aid contract to embrace railroad and tele- graph line to the sauisfaction of goverument commis sioners, with the further understanding that the sub- actor shall assume all the contracts and materials engaged as provided and all payments on said accounts, At sald mecting Oliver Ames, C, S, Bushnell and 8. Dillon, eponeaig in sel allidavit, were present and joined tn said ‘e Solution. . Deponéut further says that previous to the ac. ceptance of said Wiiliams’ last proportion, apa with a view thereto, it was propose among the members of the Credit Mobilier that if such a con- tract should be procured from the Union Pacific Railroad Company by or for the Crédit Mobilier, the same should be sub-let as a whole to the committee as sub-contractors at aan to $25,000 per mile, and the profits which the committee should make out of such sum should be divided among them in lieu of salary. That said Dillion, as a member of the committee, favored the same, and that 0. 8. Bushnell, not a member of the committee, but as .& member of the Raliway Bureau of the Crédit Mobilicr, iusisted upon gertictpestey in the profits of thesame, That 0, A. Lambard, of the Crédit Mobilier, and also a director of the Union Pacitic Kailroad Company, objected to the arrangement, and sald the price too high, and oifered to take the sub-contract himself at $22,000 per mile, and to furnish security for its performance. Deponent further says that upen one occasion this seponent preseatey the Boomer contract to the Board of Directors of the Union Pacific Ratiroad Company, and this deponent stated to the Board of Directors that the railroad was then being con- structed at a total cost to the company not exceed- ing $25,000 per mile, iucluding the equipment, and that the same was being constructed under the said contract; and this deponent then and there presented to the secretary of the company, in the presence of the Board of Directors, a copy thereof, calling the attention of the Board to the same, and stated that it was a copy of the said contract. That the secretary handed the copy of said Boomer contract to Mr. Oliver Ames, who was then acting a8 chairman of the Bourd of Directors at that meeting. Depouent further says that the injunction in this action was not designed to hinder, delay or ob- ruct the construction and equipment of the ratl- way of the company, or any part of the operations thereof, and that said injunction has had no such effect. That at the time of the issuing of the tn- junetion and of the application therefor, as well as before and afterwards, the work of construction and equipment was proceeding with great de- spatch, extending the road one anda half mile or so per day. That the carrying into effect of the res- olution complained of in the complaint, by making the Williams contract or otherwise, would not have expedited the completion of the road in any degree ; but would merely have added ao enormous 2, 1867; twenty-five per cent on or before 1867; twenty-five per cent on or before quark twenty-five per cent on or before ‘April A Tine company to proceed at once to taaue the said requested 40 to do by the addition to the cost thereof, and erty of the stockholders of same extent, wasted the prop- the company to the Pe pote tr bn yd CR Ag as upon the condition that the same is sonroved by fate stockholders -of the Union Pacific Com- pany. THOMAS OC. DURANT. Subscribed and sworn to before me, this 20th day of September, 1867—WILLIAM SUTPHEN, Notary Public, New York city and county. Complaint of Thomas C. Durant Against the Contract of J. M. 8. Williams—In- janction Granted—A Victory for the Union Pacific Over Credit Mobilier. SurReMe Court, New YoRK City anD County.— Thomas 0. Durant, Plaintiff, vs. The Union Pacific Railroad Cempany, Defendant. Summons for Re- lief, To the above named defendant :— You are hereby summoned and required to answer the complaint in this action, of which a copy is herewith served upon you, and to serve & op of your answer to the said complaint on the subscriber, No. 20 Nassau wetest ey after e service hereof, exclusive of the day of such ser- veg and if you full to answer the said complaint wien a mue alocoseld she plaintiff in this action Court for the complaint. e relief demanded in CL B May, 21, 1807, ARK BELL, Piaintif’s Attorney. Supreme Court, Crry axp County or NEw York,—Thomas 0. Durant, plaintiff, vs, The Union Pacitic Railroad Company, defendant. The plaintii complains of the defendant, and al- ley That the defendant is a ee 4 corporate, created by an act of Vongress, passed July 1, 1862, chap- ter 120, and the subsequent acts amendatory aud explanitory thereof, and thatits Board of Direct. ors consista of twenty meinbers, fifteen of whom ave annually elected by the stockholders of said com; , and five of whom are appointed by the President of the United states, That this plaintiff is a stockholder in said Union Pacific Railroad Company to a very large amount, eae ot o director thereof, and 1s also Vice President eof. That ata meeting of the directors of sald com- pany, held March 1, 1867, and while Oliver Ames, One Of the directors of said company, was in the belief, and as to these matters he believ: true, THOMAS U, DURANT wre? worm to before me this 2ist day of 7. Public, Ne WILLIAM SUTPHEN, Notary way, 1867— and county. w Yor! K clty Durant, bein; direc defendant, and Vice President thereof, been so from the organization thereof, and he is also largely interested in the Crédit Mobilier of Amariog; mentioned, in the complaint; that de- nt well acquainted with the mattera stated in the complaint, and knows the same to be true, and that unless ani junction be antes, as d for in the complaint, the sald “The Union fic Railroad Company’’ will be subjected to great loss and da and its means wrongfully wasted, by the carrying into effect of the sald reso. lutions and said contract. THOMAS C. DURANT. Subscribed and sworn to before me, this 2ist day of 1867.—WILLIAM SUTPHEN, Notary Public, New York city and county, Surreme Court, City AND COUNTY OF NEW Youk.—Thomas (. Durant, Plaintiff, vs, The Union Renee Railroad Company, Defendant.—Injunction yy order, It apnearing aatiateotorily to me, by the aM@davit of Thomas C. Durant, the plaintiff, that sufiicient grounds for an order of injunction exist, I hereby order that the defendant, the Union Pacific Rail- road Company, and all and singular the directors, officers and agents of said company, do ab- solutely desist and refrain from making or executing any contract with J. M. 8. Willams, or any other person or corporation, under the pro- ponriey made by said J. 'S. Willlams to the said jefendant’s company on the 1st day of March, 1867, ition, or under and in pur- suance of the resolution of the Board of Directors of said defendant’s company, passed March 1, 1867, upon said proposition, for the construction of any portion of the said road of the said defendant's company, and from approving or recognizing any such contract or like contract, and from paying the Crédit Mobilier of America, or said J, M.S, Wil- ams, or ey, rson for them or either of them, or on their behalf, any sum whatsoever on account thereof, and from enforcing and carrying into effect said resolution or said contract until the further order of this Court ; and in case of disobedience to or under any like pro} chair, pronding at said meeting, a resolution was olfered and adopted, of Which he following 1s a copy i— von motion of H. 8. McComb, the proposition of Mr. Williams was adopted, with the following pro- visions, to wit:—That $7,500 per mile be reserved out of the Jen lay nts to provide for equipments sat- isfactory to the government Commissioners,”’ That the proposition of Mr. Williams was as fol- New Yorn, March 1, 1867. To rme Directors or THe Uxt0N Pactric' RalLRoab Coxe ANY fm Gents—I would submit the following proposition, to wit :- ‘To build your road trom the end of 100 degrees meridian of longitude to the base of the Rocky Mountains, Crow Creek Crossing, 267 57-100 miles, For the first one hundred miles at the rate of $42,000 er mile. " For [shy balance (167 57-100 miles) at the rate of $45,000 er mile, : All to be built and equippéd to the satistaction of the government,Commissioners and your Board. T agreeing to procure subscriptions for stock to the amount of $1,500,000, ‘The Union Pacifle Railroad Company shall transport all material required for construction, on the road com- pleted and used by the company, at rates to be agreed upon. Pasmentsto be made on monthly estimates as the work rogres ‘ours, respectiully, Le as bi fe sf J. M, 8. WILLIAMS. That sald “proviso” was accepted by Mr. Wil- Mams, That at the same meeting the following resolu- tion was offered and adopted :— On motion of Mr. McComb it was resolved— That the President pro tem. be instructed to have a writ- ten contract made with J. M8. Willams, In conformit with his written proposal, accepted by the Board this day, and that the same be recorded in idli upon the min- ute books of this company. That the following directors were present and constituted said meeting, viz. :—Oliver Ames, CO. A. Lambard, John Duff, Sidney Diilon, Hl. S. McCome, J, J. Cisco, Charles Tuttle and T. C. Durant, being directors elected by the stockholders, and George Ashman, Springer Harbaugh and T. J. Carter, di- rectors appointed by the President of the United States, That upon taking the votes upon the said reso- Intions the plaintitf and two more of the said di- rectors yoted against the said resolution. ‘That the said J. M. 8. Williams, in making end submitting said proposition, was in fact, and acted as, the agent and representative of the Crédit Mobtlier of America, and made said proposition on itsaccount, and had previously agreed with the said “Crédit Mobilier of America’ to assign the said construction contract to the said Crédit Mobilier of America when ebtained. That the said Crédit Mobilier of America is a body corporate, and \d Dillon, Dutt, McComb, that salc Lambard and Ames were then stockholders to large amounts ofsaid “Crédit Mobilier of America” and thereby interested in the proposition and con- tract so made in the name of the said J. M.S. Williams, and that by means of their votes, or a majority of them, the sald proposition was car- ried. That prior to the making of the said proposition, go submitted by the said J. M. 8. Williams, the con- struction of the railroad of the defendant upon that portion of its line covered by said proposition had been commenced, and that fifty-eight miles thereof had been completed and aceapied Py, the Commissiouers of the government, and had been in operation for a considerab'e length of time. That @ large portion more of the sald road had been graded, and a large quantity of iron and ma- terials for the residue of the line covered by sald prevowiaoe had been purchased and delivered to he com) ay by the defendant, That thirty miles thereof, in addition to said fifty-eight miles, are now completed, and are now a jor the acceptance of the government Com- missioners. ‘That all of the said work hasbeen done by con- tractors and laborers, with materials under the direction of the plaintiff, and the defendant’s com- pany has from time to time paid large amounts on account thereof. That the said eighty-eight miles, s0 completed, have been constructed at a cost and expense much than $42,000 per mile, and that the residue of line ig now being constructed at the rate of mone to two miles per day, and can be com- pleted at a cost much less than $45,000 per miie, and that the whole cost to the defendant's com- pany of constructing and gompleting the eighty- eight miles already completed has been, in fact, at least $600,000 less than the price named there- for in said proposition of said Williams, and that the residue of the line can be completed, and is now in process of construction at a total cost of construction to said company ata much less cost than the price named theretor i a proposition, to wit, not less than the sum of $250,000, ‘That the effect of the said resolution, if carried out by the company according to its terms, will be to subject the said company to the payment of more than $750,000 in excess of the actual cost thereot. ‘That no part of the construction of that part of the line included in satd proposition has been done by said Williams or under his satd proposition, and if said resolutions are carried into eifect said Crédit Mobilier, or said J. M, 8. Williams on its be- half, would be able to pay and reimburse the whole actual cost thereof and retain more than seven hundred and fifty thousand dollars of the com- pany’s money without any actual consideration } whacever, and to divide the same among the stock- holders of eald Crédit Mobiller, and that all of said directors who voted ior said resolution had been informed and then well knew that the sald fifty- eight miles of the said railroad had been con- structed, and that the residue of the Jine included in said proposition was then constructing for much less than the prices named in said Propo: sition, and that the completion of the. whole thereof would be at a cost to the company of over seven hundred and fifty thousand dollars less than the rice named in said proposition of the said Wil- lama, That this plaintiff is @ stockholder to a large amount in sald Crédjt Mobjlier. ‘That this plainti® at the next meeting of the Boara of Directors duly protested by a written pro- test, communicated to the said Board of Directors, against the said resolutions, and against making any contract thereunder, for the reasons afore- said. ‘That the stockholders of the Union Pacific Rail- road Company are very numerous, and it is im- practicable to bring them all before this Court, und plainti? brings thi ction for the beneilt of the whole of said stockholders, ‘The plainti@ has been informed and belicves that the said contract either has been executed or is about to be executed by the said company, but the same has not as been entered upon its min- utes. That if said contract has been or shall be executed, and shall be fulfilled, the loss to the stockholders of the Union Pacific Railroad Com- any, the defendant, will be very large, to wit:— Rotvless than seven hundred aud Aity thousand dollars, The plaintiff states that unless the defendant, its oficers, directors and agents are re- strained by the injunction of this Court the contract in said resolution mentioned will be executed, If it is not already executed, and the same will be carried into effect and fuifilied, and the said eee the defendant, will be subjected to great loss aud damage, and its means will be eerece wrongtully wasted and lost to its stock- olders, The plaintiff, therefore, demands judgment against the defendant, and that the defendant and all the directors, oMicers and agents of the defendant's company may be enjoined and re- strained pending this action and forever after- wards from making or executing any contract with J. M. 8. Williams, or any other person or corporation, nnder ‘sald proposition, or any like propesttion, or under or in pursuance or said reso- jutions, for the construction of any portion ot its road, and from approving or recognizing any such contract, and from Paying sald Crédit Movilier of America or said J. M. 8 Williams, or any person for them or on their behalf, any sum wi oever on account thereof, and from enforcing or carrying into effect said resolutions, and that the said resolutions and all acts done under and in pursuance thereof may be adjudged and declared to be null and void, and that the plaintiff may have such further relief ‘as to the Court may seem meet, with the costs of this ac- tion, CLARK BELL, Plaintif’s Attorney, city and County af New York, 8.8,—Thomas C, Durant, being duly sworn, says that the foregoing complaint is true of his own knowledge, except as to the matters therein stated on information and pe order you will be liable to the Punishment sherefor prescribed by law, HENRY WELLES, Justice Supreme Court. May 21, 1867, NEW NOVELS. “The Servant Girl of the Period,” by C, Cham- berlain, Jr., and published by J. S. Redfield, is not a story, but it comes as near being @ story as any- thing else. It begins with deflmtions from John-+ son and Webster, and betrays in the same connec- tion the fact that the author does not know the meaning and application of the word “either.” Assuming that “the tide of immigration” brings to this country “the seeds of a presumptive arro- gance,” he proceeds to build a book upon the sufferings of American housekeepers from the ignorance of their cooks and other “help.” Un- fortunately the American housekeeper is generally more ignorant than the cook, to which we have only to add, this book is more wretched than boarding-house hash, “Expiation,” a novel by Mrs. Julia C. R. Dorr, published by J. B. Lippincott & Co., is a story of improbable incidents intended to illustrate hered- itary insanity. The book is full of those “fine touches” which too often make American novels stupid, as when a country girl recognizes a statue of Eve from a print tells how she “placed upon the table a tiny crystal vase in which a scarlet salvia glowed against a background of white chrysan- themums,” or talks bad English, saying, “It haa been pleasant tosit in the soft darkness mysel) after the stars came out.” In “Never Again,” by W. 8S. Mayo, and published by G P. Putnam & Son, we have a New York society novel. Its purpose, if it has any purpose, is to satirize “society,” and so some of our mer- chant princes are trying to marry their daughters to mythical counts, recently barbers; everybody talks such elegant French as ‘‘grosse comme ga, et rouge comme un bifteak,’? and a Hudson River boatman quotes from Montague’s essays and dis- cusses every sea-going thing from old Ironsides te Cleopatra’s barge and the Bassorah in which Sin- bad made his second voyage. ‘The facility with which a certain class of novels are written is only equalled by the ease with which they are reproduced. Now, here is the “Yellow Flag,”? by Edmund Yates, printed by J. R. Osgood & Co., ina volume of two long, narrow columns to each page, making a book as unsightly as possible, t And the book is trashy—full of descriptions of com- monplace men and things and places, but lacking in sprightly dialogue and without human interest. Madame Augustus Craven’s novel, “‘Fleurange,’’ translated from the French for the Catholic World, has been published in book form by the Catholic Publication Society. Readers who like aristocratic tone and religion judiciously mixed will fina it to their taste. Dodd & Mead have published a novel, by the Rev. Edward P. Roe, entitled “Barriers Burned Away.”’ The scene is mostly laid in Chicago. A picture dealer is very proud and a German baron. His daughter is even prouder and colder, The great fire and the necessary quantity of lo¥e are both in the story. The hero is Dennis Fleet, who begins as an office boy and marries Christine. It is not a great novel. If it had been thought impossible to write a nove) composed only of commonplace chatter, Mme. Carlen, the Swedish novelist, would have contro verted it successfully. “One Year: a Tale of Wed- lock,” published by James Miller, is such a book. “My overshoes,” exclaimed Julia, stretching forth her tiny feet. “Who isit, Rudolph? Will you tell her name to me?” “The heavenly, charming, innocent Julia T—.” “That's it exactly. My snuffis highly honored. Butifyou should, which God forbid, leave Rosenberg—then—then.” It is not to be wondered at that the translator tells us it was diMecult to weave sucha “pleasing and in. structive’ story “without trespassing on the bounds of delicacy.” It {8 one of the characteristics of the American novel to be constantly dealing with the fine arts, and that, too, in @ way as cursory as it is unsatis, factory. ‘The Lawrences: a Twenty Years’ His tory,”’ by Charlotte Turnbull, sold by the American News Company, was, w6 thought, an exception. It is a rather crude story, but with some freshness and many hits of cxcellent characterization. It lacks a harmonious plot and dramatic vigor, and yet we were going to call it interesting when we discovered the “Venus of Milo,” the “Apollo Belve’ dere’ and the rest. “Spicy,” by Mrs, Martha J. Lamb, published by D. Appleton & Co., hardly verifies its name. It it another story dealing largely with the Chicago fire; but New York is not entirely neglected, even the mud at the foot of Cortlandt street being noticed. Among the first sentences in “Erma’s Engage- ment,” a novel published by J. B. Lippincott, are -—‘* ‘Shut up that stupid book, Erma,’ sald Beatrice. ‘Don’t libel my book. How do you know itis stupid? You have never read it.’ ‘No, and never mean to read it—that is more; but } know it is stupid, All books with small print on the margin are.’’? We are inclined to accept this judgment in the present case. All long, thin, gaunt novels printed in doubie columns from magazines and newspapers are or ought tobe stupid. It ie the worst shape bookmaking ever took in tnis country, and we should be giad to see it generally discouraged, THE KNIGHTS OF THE CUE. Joseph Dion, the billiardist, has taken exceptions to the challenge of Massey, of New Orleans, and in accepting the banter of the latter formally throws down to him the gauntlet, as will be seen from the followlug letter :— Baooriyy, N. ¥., Jan. 4, 1873, is, having issued cer ain Mr. Mi » of New Ork billlard challenges, which hi come under my observa: tion, I ber. leave to announce LO Ws — Twill pl ay Mr. Massey three games of billiards, French carroms, of five hundred points each, on three consects tive nights, say Monday, March 24, ‘1873, and the twa night following. The games to be played on a dxld table with 2%-inch bails, and to be piazea in this city. I have this day deposited wit . RK, Samuelis, of Brooklyn, the sum of $2,500, which, when Mr, Massey comes with a like amount, the whole ‘shall shall be tho stake, which 8 to be the sole property of the wii two of the games, As soon as the stake is completed it Will be deposited in any ot ta this stats agreed, upon, subject to the order of the winner, 3 JOSEPH DION. This challenge wiil doubtless elicit a reply fro Mr. Massey, and if the parcies “come togethe | Same rare sport wil! bs * !tnaased ' billiard cirel