Report of the Hoosac Tunnel and Troy and Greenfield Railroad, by the Joint Standing Committee of 1866

This contract further provided, that on the receipt of the several installments of State bonds, the contractors should pay to the sinking fund the ten per cent. specified in the Loan Act, in consideration of which Haupt & Co. should retain whatever sums was realized from the exchange and premium on the bonds. The payments were to be made monthly, on estimate of the company's engineer. The cost of the materials and work upon the line, exclusive of the Hoosac Tunnel and its approaches, was assumed to be one million eight hundred and eighty thousand dollars, and the estimates were to be made in the relative proportion that the part done bore "to the whole amount of materials and work to be furnished, and done at the price named." The Hoosac Tunnel and its approaches were estimated at two million dollars for a double track, and the monthly estimates were to be in proportion to the amount of work done on the approaches, and the length of tunnel excavated.

The contract further provided, that, with the assent of both parties, the tunnel might be constructed for a single track, in which case no abatement was to be made for the first three thousand feet; but for the excavation beyond that point, the sum of twelve dollars per lineal foot was to be deducted from the contract price.

The above are the essential provisions of the contract under which H. Haupt & Co. performed their work upon the road and tunnel until February 18, 1858, except as the same was modified and changed by votes of the directors. The contract was reported to the board of directors, and approved by them August 6, 1856. On the same day the directors voted to request the trustees to recognize H. Haupt & Co. as contractors, instead of E. W. Serrell, and to issue the bonds to said H. Haupt & Co. on the estimate of the engineer and the order of the trustees.

They also voted to change the location of the road at the West End, in accordance with plans marked A and B.

Under date of July 10, 1857, there appears upon the records the following:—

A preamble, "stating that the efforts to raise money for building the road had proved unsuccessful; that no payments had been made the contractors for more than a year, * * * *; that the work could only be carried on by the continued efforts * * * * and personal credit of the contractors.

"Therefore voted, that the whole of the State bonds that may be issued in aid of the Troy and Greenfield Railroad Company shall be exclusively appropriated to work done, or to be done, upon the tunnel, in compliance with the terms and conditions of the Act authorizing the loan of credit, and with such other conditions and modifications as the legislature may, from time to time, make and establish; but said H. Haupt & Co. shall not be held subject to any other conditions whatever, so far as respects the work done upon the tunnel; and any State scrip that may at any time be delivered to the treasurer of the company, shall be promptly handed to the contractors; the contractors, on their part, to comply with the conditions of the present Act, and with such other conditions or modifications as may be introduced, and to have the benefit of any extension of time or increase of compensation by the State.

Second. Any new or additional subscription that may be obtained, shall be applied to payment of the present contractors for work done, or to be done, by them, and to no other object; and any subscriptions that may be collected west of the Hoosac Mountain, shall be applied exclusively to the completion of that portion of the road.

Third. The present subscription east of the Hoosac Mountain may be collected and applied to the payment of other liabilities of the corporation, and the treasurer is requested to prepare, without delay, a full and complete list of all such liabilities.

Fourth. Any commissions for procuring or collecting subscriptions shall be paid by H. Haupt & Co., in consideration of which, and also of the premises, the payment of graduation, masonry, bridging, and superstructure on the road, exclusive of the tunnel, shall be two million dollars, with the addition of such sums as may be required for the right of way, if this item shall be paid by the contractors. Of this amount, nine hundred thousand dollars shall be in mortgage bonds of the company, and the balance in cash, to as great an extent as can be procured, the remainder in stock at par; and the directors of the Troy and Greenfield Railroad Company shall use their best endeavors to increase the cash subscriptions as much as possible.

If new parties be introduced, or desired by H. Haupt & Co., the contract may be redrafted, and these conditions and changes incorporated; the committee for this purpose shall consist of the president and Alvah Crocker, with power to execute it finally, if not inconsistent with the present contract, or with the changes hereby authorized. It is further agreed and understood, that nothing herein contained shall be so constrained as to invalidate the existing contract with said Haupt & Co., or vary its conditions, except so far as herein expressed or necessarily implied."

On the 18th of February, 1858, another agreement was made by Herman Haupt and Henry Cartwright with the Troy and Greenfield Railroad Company, and such others as might be associated with them; and who upon signing the contract were to be considered as parties to the same; as it bears the signatures of D. N. Carpenter, President for the Troy and Greenfield Railroad Company, and H. Haupt & Co., by H. Haupt, and no others, it may be presumed that Messrs. Haupt and Cartwright are the only persons comprising the party of the first part.

This contract recites that every attempt to procure new or to collect old subscriptions to the capital stock of the company, since the execution of the former contract with H. Haupt & Co., have proved unsuccessful; that the contractors had prosecuted the work for more than two years without any payment having been made to them as required by existing contract; that there appeared no possibility of procuring means for the further prosecution of the work, except by the continued efforts, increased expenditures, and personal credit of the contractors themselves; and that H. Haupt & Co. propose to release the Troy and Greenfield Railroad Company from the cash payments required by the contract, and to assume themselves the labor of procuring and collecting subscriptions, and of carrying on and completing the Troy and Greenfield Railroad and Hoosac Tunnel in such manner as will comply with all the conditions of the Loan Act. The parties therefore agreed.

That H. Haupt & Co. should comply with all the conditions of the Act, approved April 5th, 1854, whereby a loan of credit was given by the State of Massachusetts in aid of the construction of the Hoosac Tunnel, and should have the benefit of any changes that may hereafter be obtained, or extensions of time that may be granted; but they shall be subject to no other conditions or restrictions other than those expressed in this contract.

That the road shall be so constructed that its gradients should not exceed those in each direction which exist or may hereafter exist permanently on other portions of the line between Troy and Boston; that sharper curves than were in ordinary use in other parts of the line were to be changed at the expense of the contractors, and trestle work or temporary bridging was to be replaced by permanent structures at the expense of the contractors as soon as practicable after the completion and opening of the whole line.

That H. Haupt & Co. should have the benefit of all existing subscriptions, and of all they might procure; also of any revenue that might arise from the use of the road, or any portion of it when completed, until their claims on the company were discharged and paid; and to secure this end, the payment of all other debts of the corporation was to be deferred until that of the contractors was satisfied. The real estate of the corporation not required for the purposes and use of the road, was to be sold or applied to meet present liabilities of the company; and Haupt & Co. were to maintain the organization of the corporation and pay its necessary printing expenses, by paying to the treasurer annually a sum not less than five hundred dollars.

The State bonds were to be appropriated exclusively to the construction of the tunnel. The State scrip delivered to the treasurer of the company was to be promptly handed to the contractors.

The compensation to be allowed to H. Haupt & Co. was to be as provided in the resolutions of the directors, passed July 10, 1857.

The payment for graduation, bridging, masonry, and superstructure on the road, exclusive of the tunnel, was fixed at two million dollars, exclusive of any payments that might be made for the right of way. Of this amount, nine hundred thousand dollars was to be paid in mortgage bonds of the company; the balance in cash, to as great an extent as cash subscriptions could be secured; the remainder in stock at par.

The bonds and stock of the company to be issued to H. Haupt & Co. when required, to an amount equal to the work done, estimating it by the proportion it bore to the whole amount performed and to be performed.

H. Haupt & Co. were authorized to collect subscriptions to the capital stock of the company, and their receipt for money was to be accepted by the company as evidence of payment. By the execution of this agreement all former contracts between the same parties were agreed to be annulled and cancelled.

H. Haupt & Co. was recognized as the firm name under which the parties of the first part were associated, and then to be conducted. Copies of this and the preceding contract will be found printed verbatim in a report of a committee of the House of Representatives in 1860, of which Mr. Kimball, of Boston, was chairman. It was reprinted in 1861, and is House document No. 406, of last year; and it may be profitably consulted for other valuable information touching the doings of the Troy and Greenfield Corporation and the contractors therewith.

1858, May 25, the directors assented that the iron delivered by the Rensselaer Iron Company for the road should remain the property of the iron company until the same was paid for, in accordance with an agreement of H. Haupt & Co. with the iron company.

From a report of a committee of the directors made to the board July 23, 1858, it appears that at the date of the report, seven thousand four hundred and fifteen, shares were subscribed for unconditionally by parties who appeared to have been solvent at the time of subscribing.

That three thousand four hundred and fifty shares had been subscribed for conditionally, or, by parties who were not solvent, or whose subscriptions could not be collected.

That of the conditional subscriptions, the greater part had been or would be complied with; of these nine hundred and thirty-nine were subscribed by the towns not included in the published lists.

Upon two thousand four hundred and thirty shares of the unconditional subscriptions, including those of Gilmore and Carpenter, twenty per cent. only had been paid.

That upon six thousand five hundred and nine shares, subscribed for unconditionally, twenty per cent. or more had been paid in cash.

At this date it appears that the whole number of shares subscribed for conditionally and unconditionally, was ten thousand eight hundred and sixty-five.

At this meeting of the board the clerk was directed to place upon the record the names of all the stockholders, with the number of shares held by each, on which twenty per cent. or more had been paid. The record shows the number of shares to be six thousand six hundred and forty-eight, and the amount paid on the same two hundred and sixty-seven thousand five hundred and sixty-nine dollars. Against the name of H. Haupt & Co. was set the number of five thousand shares. At this meeting the directors also voted to fix the capital stock at one million five hundred thousand dollars.

1858, September 3. The last vote was reconsidered, and it was voted that the capital stock be fixed at [Note: amount missing] as represented by the list of stock reported at the previous meeting.

The directors also voted as they had previously done, to rescind all the assessments heretofore voted, except the assessment of three per cent. laid April 11, 1849, and then voted an assessment of ten per cent. upon each and every share in the capital stock of the company, payable in thirty days. Between this date and September 14, 1859, nine other assessments were voted, the whole amounting to eighty-eight per cent. of the par value of the stock.

By another entry upon the records, under date of November 3, 1858, it appears that Williamstown and Adams subscribed to the capital stock of the Troy and Greenfield Railroad, ninety-three thousand dollars, upon condition that the payment should be made in town scrip, maturing in thirty years, and to be issued whim the road was completed between Adams and Troy; half the interest on the scrip to be paid by the Troy and Boston Railroad Company. Mortgage bonds of the Troy and Greenfield Railroad Company, in amount equal to said subscription, were to be deposited in the Adams Bank as security against loss of stock from such a contingency as a sale of the road by the bona fide holders.

Immediately following this entry upon the records are recorded these votes:—

Voted, To accept the subscription on the condition stated, that the contract with the Troy and Boston Railroad Company be altered to allow said company to pay the interest on the scrip directly to the treasurers of the towns; that bonds to the amount of ninety-three thousand dollars be prepared ready for delivery, and that Mr. Haupt and the treasurer be a committee to carry this vote into effect, as also any change of contract with the Troy and Boston Railroad Company.

Voted, That the trustees of the mortgage bonds of this corporation be, and hereby are, requested to deliver to Mr. H. Haupt and the treasurer, ninety-three bonds of one thousand dollars each, to be deposited by them in the Adams Bank, in compliance with the conditions and requirements of the votes of towns of Adams and Williamstown, &c., &c.; sixty bonds to be appropriated as security for Adams, and thirty-three for Williamstown.

Under date of May 20, 1859, appears the following record:—

Whereas, satisfactory evidence has been afforded to the board of directors of the Troy and Greenfield Railroad Company that H. Haupt has, by an instrument of writing, duly executed, formally relinquished, for himself, his heirs, executors and administrators, all pecuniary interest in any profits that may be realized in the construction of the Troy and Greenfield Railroad and Hoosac Tunnel, and that the use of his name in connection with the firm is merely nominal, to avoid the inconvenience and embarrassment resulting from a change of title:

Voted, That in the opinion of this board, no impediment exists to prevent the said H. Haupt from performing the duties of chief engineer of the Troy and Greenfield Railroad Company, and that he be, and hereby is, appointed to said office.

1859, December 26. Voted, That the treasurer be, and hereby is, directed to hand over to H. Haupt & Co., as soon as received by him, the bonds of the Commonwealth, hereafter to be issued in aid of the road or tunnel, taking their receipt therefore.

In 1859, application was made to the legislature to reduce the size of the tunnel in order to facilitate its completion, and by chapter 117, of the Acts of that year, it was provided that the tunnel might be constructed of the height of eighteen feet, and fourteen feet wide, and the payments were changed so as to depend upon the construction of the railroad, the excavation of the tunnel, and also of the heading, which was to be driven of the width of fourteen feet at the bottom, and the height of six feet in the middle, with a proviso that no more than seventeen hundred thousand dollars (in addition to the six hundred thousand dollars of scrip,) of stock subscriptions, and the anticipated scrip from the towns before, mentioned, all of which was to be considered as unconditional subscriptions, should be paid until the whole of the tunnel through the Hoosac Mountain shall have been completed, and the payments by the State were not to commence until twenty per cent. of the stock subscription should "have been actually paid in." The provisions of this Act, in regard to advances by the State for progress actually made in excavating the tunnel and constructing the road, were substituted for those of the Act of 1854, the second section of which was repealed. By chapter 184 of the Acts of 1860, the city of Boston was authorized, with the consent of the legal voters, to subscribe five hundred thousand dollars to the capital stock of the Troy and Greenfield Railroad; but the consent was not given.

The legislation of 1859 did not meet the exigencies of the corporation, and application for assistance was again made. To relieve still further the difficulties of the company, the Act of 1860, chapter 202, was passed, in which it was provided that the undelivered portion of the loan of two million of dollars, authorized by chapter 226 of the Acts of 1854, amounting to one million seven hundred and seventy thousand dollars, should be apportioned between the railroad and tunnel, and for the construction of each respectively, and six hundred and fifty thousand dollars was set apart for the completion of the unfinished portion of the railroad, extending from its eastern terminus, near Greenfield, to within half a mile of the eastern end of the Hoosac Tunnel, and one million one hundred and twenty thousand dollars to the completion of the tunnel. The Act provided for the execution to the Commonwealth of such further bond and mortgage as the attorney-general should prescribe, and that such bond and mortgage, as well as all bonds, mortgages or other assurances heretofore made to the Commonwealth by said company, should have priority and be preferred before any and all attachments or levies on execution heretofore or hereafter made. The Act further provided that payments hereafter to be made for work done upon the road and tunnel, should be so made upon estimates of a State engineer, whose appointment and duties were prescribed in the Act. Such estimates were to be based upon a "width of road-bed, at grade, of fifteen feet on embankments, seventeen and a half feet in side cots, and twenty feet in through cuts; in the heading of the tunnel, upon dimensions fourteen feet wide and six feet high in the middle, and in the finished excavation of the tunnel, of fourteen feet wide and eighteen feet high in the middle." And the deliveries of scrip were to be at the rate of fifty dollars for each lineal foot of tunnel, divided between heading and full-sized tunnel, in the proportion of thirty dollars for each lineal foot of heading, and twenty dollars per lineal foot for the remaining excavation, and of six hundred and fifty thousand dollars for the whole of the graduation, masonry, bridging and superstructure of the road east of the tunnel. The weight of the rails was fixed at not less than fifty-six pounds to the lineal yard; the capital stock of the corporation at two millions and a half dollars, including all shares before issued.

By the eighth section of the Act the corporation was authorized to purchase the entire road franchise, stock, bonds, and other property or the Southern Vermont Railroad Company, together with its lease to the Troy and Boston Railroad Company, and subject to its provisions, for the sum of two hundred thousand dollars. This Act repealed all prior legislation inconsistent with its provisions, with a saving of the security which the Commonwealth had, by virtue of its mortgage on the franchise, railroad and property of the Troy and Greenfield Railroad Company, and was approved April 4, 1860.

1860, July 3. A committee was appointed to execute the mortgage to the Commonwealth required by chapter 202, of the Acts of 1860.

1861, July 30. The directors voted that Mr. Haupt be a committee to appear before the council in reference to the withholding the scrip now due the road; and January 16, 1862, it was voted that Mr. Haupt be authorized to act as the agent and representative of the company in any relation that the company may be brought before the present legislature or any committee thereof.

Previous to the vote of July, 1861, suspicion was excited that Messrs. H. Haupt & Co. were not performing their work in a manner conformable to the requirements of the statute, and it was deemed imprudent to make any further advance of scrip under the Act of 1859, until the work was examined and the condition of the corporation better understood. An inquiry was instituted, a new State engineer appointed, and an investigation of the proceedings of the contractors and corporation was had. The facts disclosed in the examination induced the governor and council to withhold the issue of any more scrip, under the last mentioned law, and the legislature by chapter 156 of the Acts of 1862, passed April 28, assumed the duty of completing the road and tunnel.

The first section of the Act is as follows:—

"The governor, with the advice of the council, is hereby authorized and directed to appoint three able, impartial and skilful commissioners, to investigate the subject of finishing the Troy and Greenfield Railroad, and of tunneling the Hoosac Mountain, whose duty it shall be to report to the governor and council, what in their judgment, will be the most economical, practical and advantageous method of completing said road and tunnel; the estimated cost of fitting the same for use; the time within which the tunnel can be completed, and what contracts can be effected and with what parties for completing said tunnel and road and the probable cost of the same; the probable pecuniary value of the road and tunnel when completed; the sources and amount of traffic and income, and all other facts, in their opinion, useful to assist the governor and council in determining the best method of securing a continuous railroad communication between Troy and Greenfield."

By the second section the Troy and Greenfield Railroad Company was authorized to surrender to the State the property mortgaged.

By the third section the commissioners were authorized to audit and allow all just claims for labor, service, materials and land damages incurred between April 6, 1860 and July 12, 1861, in carrying on the work, and to procure the release and discharge of all attachments and liens upon said materials. $175,000 was appropriated to pay the claimants under the approval of the governor and council.

By the fourth section the commissioners were authorized to use or run that portion of the road east of the mountain or lease the same to the "Vermont and Massachusetts," the "Fitchburg," the "Troy and Boston Railway Company," or either of them, until the completion of the tunnel.

By the fifth section the commissioners were authorized to continue the work on the Hoosac Tunnel, and by contract or otherwise, to expedite its completion.

On the 18th of August 1862, is recorded on the records of the corporation the following votes:—

1. "The directors of the Troy and Greenfield Railroad Company hereby instruct the president to transfer to the Commonwealth of Massachusetts, under the several mortgages held by said Commonwealth, all the property of said corporation.

2. "Voted to call a meeting of the stockholders to see if they would ratify the above vote.

3. "Voted, That the treasurer be directed to make no further delivery of the stock or bonds to the contractors without the written order of all the finance committee."

At the commencement of the session of the legislature in January, 1863, his Excellency Governor Andrew, after stating the general provisions of the Act of April, 1862, and the appointment of the commissioners under it, "each of whom was carefully selected as being, in the words of the Act, at once 'able, impartial and skilful,'" and after alluding to the labors of the commissioners, and the reports of the distinguished engineers appointed to "assist them, closes his remarks upon the enterprise in the following words:—

"The report of the commissioners to the governor and council is not yet made, but it is understood to be in rapid preparation. I am unable, therefore, to communicate to the legislature at the beginning of its present session so fully as I have hoped on the subject of this important and interesting enterprise of establishing a new avenue for our trade with the West, piercing the Green Mountain range, and opening up to greater activity the economical resources of our Northern tier of towns. I trust that the conclusions and reasoning of the commissioners when published will settle conflicting opinions in the minds of the people, and, if favorable to the active pursuit of the enterprise, that its prosecution will enjoy an unanimous support. The work can be pursued, relieved from all factitious embarrassments, and contracts can be made by those in the sole interest of the Commonwealth, superintended by citizens of the highest experience and capacity."