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

In communicating the report of the commissioners to the legislature on the 12th of March, 1863, after analyzing and commenting upon its statements and reasonings, the governor concludes his address in these words: "I congratulate thee general court and the people upon the rescue of the Commonwealth, and especially of this great experimental enterprise, from a position inconsistent with economical, safe, or even possible success in piercing its mountain barrier.

"I earnestly and respectfully invite your most candid and thoughtful consideration, not only of the specific facts and figures which elucidate or express the details of information bearing most immediately upon the work contemplated, but I also venture to commend to your deliberate judgment the arguments and reasonings drawn from liberal and enlightened views of public policy and of public economy, which finally lift this subject above all merely local interests or antagonisms into the sphere of statesmanship. And having attentively watched the progress of the report of the commissioners, and the documents by which it is accompanied through the press, I am prepared to give my own assent to the opinion with the expression of which the commissioners conclude their discussion:—

"'By the time the tunnel can be completed, the public interest requiring it will have grown large enough to pay for the outlay. The impulse given to business by the new facility, would soon fill up the new line, and make up the temporary loss felt by any other.

"'Considering the large sum which the Commonwealth has already invested in this work, which must be sunk if it is not completed; the reasonable protection from loss which is offered by the other companies interested in the line; the more intimate relations it may promote between Massachusetts and the West; and the benefits which such a facility promises to the city and State, we are of opinion that the work should be undertaken by the Commonwealth, and completed as early as it can be with due regard to economy.'"

The surrender of the road by the directors to the Commonwealth, was followed by the following vote, passed January 7, 1863:—

Voted, That Mr. Stevenson, formerly State Engineer of the Troy and Greenfield Railroad, be requested to return an estimate of the payments and credits to which Haupt & Co. were entitled, under their contract, at the time of the suspension of the work, and that the amount allowed by such estimate be passed to the credit of H. Haupt & Co.; also, that the stock and bonds to which they are entitled be issued without further order, when legal impediments are removed.

Under the vote, Mr. Stevenson made the following report:—

Engineer's Office, Bunker Hill Bank Building,;}Charlestown, Mass., Feb. 10, 1863.}

D. N. Carpenter, Esq., President, pro tem., T. & G. R. R; Co.

Dear Sir:—By a vote passed on the 7th of January last, I am requested to return an estimate of the payments and credits to which H. Haupt & Co. were entitled under their contract at the time of the suspension of the work on the Troy and Greenfield Railroad.

The contract thus alluded to recites that "The compensation to be allowed to H. Haupt & Co. shall be as provided in the resolutions of the board of directors of the Troy and Greenfield Railroad Company, passed July 10, A. D. 1857, to wit:

"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 any State scrip that may,' at any time, be delivered to the treasurer of the company shall be promptly handed to the contractors.

"The payments for graduation, bridging, masonry, and superstructure of the road, exclusive of the tunnel, shall be two millions of dollars, with the addition of such sums as may be required for right of way, if this item shall be paid by the contractors. Of this amount, nine hundred thousand dollars shall be in the mortgage bonds of the company, and the balance shall be in cash, to as great an extent as cash subscription can be procured; the remainder in stock, at par.

"The bonds and stock of the Troy and Greenfield Railroad Company shall be issued to H. Haupt & Co. whenever required, but not to a greater extent than they would be entitled to receive for the work done, estimating' it by the proportion which it bears to the whole amount done and to be done."

This contract is so clear and precise in its terms that but one construction can be placed upon it, though it is evident that such terms were predicated upon a different state of affairs than existed at the time of suspension. By this contract, all State payments are to be exclusively appropriated to the work on the tunnel, while the stock and bonds are as exclusively devoted to the graduation, bridging, masonry, and superstructure of the railroad. The amount of compensation the contractors would thus be entitled to, is the issue of State scrip from July 10th, 1857, to the time of suspension, and the $2,000,000 of stock and bonds, less the amount required to finish the railroad. From this must be deducted such payments as may have been made from time to time, concerning which I have no data, but which your treasurer's books must show. Any sums that may have been paid by the contractors for right of way, are to be added to the amount due.

The cost of finishing the railroad must be estimated. For the road east of the tunnel, my estimate of the cost of finishing was, September 12, 1861, $102,394; to this we should add one-half mile of railroad and bridge over the Deerfield, $20,000. For the unfinished portion west of the tunnel, I have no data of my own; I have, therefore, taken for the purpose the estimate of D. L. Harris, which is the highest I can find—$40,000.

We thus have as the cash cost of completing the graduation, masonry, bridging, and superstructure of the road, $162,394, which is to be deducted from the $2,000,000 of stock and bonds, leaving the amount the contractors are entitled to, $1,857,606, less payments made, plus the amount of right of way, &c.

This is in exact accordance with the strict construction of the contract which I previously have remarked was predicted upon a different condition of affairs than existed at the time of suspension.

I deem it my duty in this connection respectfully to suggest whether, in view of the changes made in the issue of State scrip, which was paid upon the road as well as upon the tunnel, the contractors should not make proper reductions of the stock and bonds due them, taking into consideration as an offset to this such losses as they have been subjected to by the adverse action of the State authorities. This suggestion, however, is volunteered. My duty under the vote of the board is simply to decide what amount the contractors are entitled to receive under an exact and literal construction of the contract.

L. Stevenson, Civil Engineer.

Mr. Haupt was present at the meeting of the directors at which the vote of January 7 was passed, and the 30th day of May he addressed the following letter to the treasurer of the corporation:—

May 30, 1863.

W. T. Davis, Esq., Treasurer, &c. Dear Sir:—I find the statement of payments on road in Senate Document, No. 82, 1863, page 17 communication of J. W. Brooks to governor, viz:—

Omitting for the present any consideration of offsets, and deducting this whole amount for a temporary settlement, the items to be filled up will be as follows:—

In addition to this, H. Haupt & Co. have credits on the books of the company for cash payments made on company accounts as follows:—

* * * * *  *  *  *  *  *  *

Yours, &c., Haupt.

Stock to be delivered hereafter instead of bonds. You can with these dates make out this statement in an hour, please do so and send to me at Washington.

Some people in Massachusetts will find out that I am not quite dead yet, they may feel me kicking before long. Help Field all you can to get releases on payment of the 85 per cent. I will not forget you.

Haupt.

Previous to the receipt of Mr. Haupt's letter to the treasurer, but subsequent to the message of the governor, from the foregoing, extracts have been made, to wit: On the first day of April, 1863, the following preamble and resolutions were passed by the directors.

"On motion of Mr. Brigham, seconded by Mr. Cheever, the following resolutions were adopted:—

"Whereas, The stockholders of this company at their annual meeting held September 2, 1862, unanimously acquiesced in the action which the legislature had taken in regard to the affairs of this company, and voted to surrender the property of the corporation to the Commonwealth in the expectation that the railroad and tunnel should be completed in conformity with the avowed intention of the legislature. It is

"Resolved, That this board of directors see no reason to regret the step which this corporation has taken, but in the kindly interest shown by His Excellency the governor in this enterprise, and in the able report of the commissioners appointed to examine the subject, they perceive every indication that the great work will be prosecuted with vigor and arrive at an early completion.

"Resolved, That having released the property to the Commonwealth, we recognize the State as having entire and complete control over the same; our only claim being that the State shall carry out in good faith the recommendations of the commissioners as contained in their report, and in the address of the chief magistrate of the Commonwealth.

"Resolved, That the clerk be requested to furnish copies of the above vote to the friends of the road in the Senate and House of Representatives, to be used if necessary to show the views of the directors."

On the 29th day of April, 1863, the legislature, passed an Act entitled "an Act in addition to an Act, providing for the more speedy completion of the Troy and Greenfield Railroad, and Hoosac Tunnel," which is chapter 214 of the Acts of 1863. By the provisions of this Act, the commissioners appointed under chapter 156 of the previous year, were authorized, subject to the advice and approval of the governor and council, to construct, complete and equip the Troy and Greenfield Railroad and Hoosac Tunnel, and to make such alterations in the line of the road as may be deemed necessary to render it suitable and proper for part of a through line from Troy to Boston. Also such alterations in the location and dimensions of said tunnel as will render it suitable and proper for use, in accordance with the spirit and intent of the 224th chapter of the Acts of 1854.

By the legislation of 1862 and 1863, and the vote of the directors and of the corporation in the same years, the corporation surrendered to the State the road and tunnel, and the State took possession of the same with the express understanding on both sides, that they would proceed in the construction and completion of both works. The enterprise having fallen into the hands of the State, and the work having been assumed by the State government, no further vote of importance appears upon the records of the directors. Their last meeting was held August 30, 1865, when Alvah Crocker was chosen President, and Wendell T. Davis, Clerk and Treasurer.

[B.]

Principal Acts of the Legislature relating to the Hoosac Tunnel and Troy and Greenfield Railroad[1848—Chapter 307.]

An Act to incorporate the Troy and Greenfield Railroad Company.

Be it enacted, &c.

Sect. 1. George Grennell, Roger H. Leavitt, Samuel H. Reed, their associates and successors, are hereby made a corporation, by the name of the Troy and Greenfield Railroad Company, with all the powers and privileges, and subject to all the duties, liabilities, and restrictions set forth in the forty-fourth chapter of the Revised Statutes, and in that part of the thirty-ninth chapter thereof relating to railroad corporations, and in all other general laws which have been, or shall be hereafter passed, relative to railroad corporations.

Sect. 2. Said company are hereby authorized to locate, construct, and maintain a railroad, with one or more tracks, from some convenient point on the Vermont and Massachusetts Railroad, at or near the termination of said railroad in Greenfield, through any or all of the following towns, viz.:—Greenfield, Deerfield, Conway, Shelburne, Buckland, Coleraine, Charlemont, Hawley, Rowe, and Monroe, in the county of Franklin, and Savoy, Florida, Adams, Clarksburg, and Williamstown, in the county of Berkshire, to some point on the line of the state of New York or of Vermont, convenient to meet, or connect with, any railroad that may be constructed from any point at or near the city of Troy, on the Hudson river, in the state of New York.

Sect. 3. The said company may, with their railroad, unite with, and enter upon, the Vermont and Massachusetts Railroad, at or near the termination thereof, as aforesaid, and may likewise enter upon, cross, and use, the railroad of the Connecticut River Railroad Company, in and near the town of Greenfield, (not, however, interfering with the depot buildings of either of said companies,) on such terms as may be agreed upon between the corporation hereby created and the aforesaid companies respectively, or as may be prescribed by law.

Sect. 4. The capital stock of the said company shall consist of not more than thirty-five thousand shares, the number of which shall, from time to time, be determined by the directors thereof; and no assessment shall be laid of a greater amount thereon, in the whole, than one hundred dollars on each share. And the said company may purchase and hold such real and personal estate, as may be necessary for the purposes of their incorporation.

Sect. 5. If the location of said road shall not be filed within two years, in the manner prescribed by law, or if the said railroad shall not be constructed within seven years from the passage of this act, then the same shall be void.

Sect. 6. The legislature may authorize any railroad company to enter, with their railroad, upon the Troy and Greenfield Railroad, on such terms as may be agreed upon by said companies, or as may be prescribed by the provisions of law.

Sect. 7. The legislature may, after the expiration of five years from the time when such railroad shall be opened for use, from time to time, alter and reduce the rate of toll, or profits, upon said road; but said toll shall not be so reduced, without the consent of said company, as to produce, with said profits, less than ten per cent. per annum, upon the investments of the said company.

Sect. 8. The said corporation may contract with the owners of any contiguous railroad leading into or from either of the states of Vermont or New York, for the use of the whole or any part thereof, or for the running and operating the two railroads conjointly, or for the leasing of such contiguous road, or for the letting or hiring of their own road to the owners of such contiguous road, or of any other road which composes a part of the railroad line between the cities of Boston and Troy, of which the railroad hereby authorized shall be a part.

Sect. 9. The Troy and Greenfield Railroad Company shall, within one year after the opening of their road for use, purchase and take an assignment of the lease and contract of transportation, made and executed between the Western Railroad Corporation and the Pittsfield and North Adams Railroad Corporation, on the thirteenth day of January, in the year one thousand eight hundred and forty-six; and shall have all the advantages, and assume all the liabilities, accruing under and by virtue of said lease: provided, that the said Western. Railroad Corporation shall perform their covenants in said lease, to keep said road, and other property therewith connected, in repair, until such assignment; and shall, within six months after the said Troy and Greenfield Railroad Company shall have filed the location of their road, according to law, and shall have raised, by subscription, one million of dollars, for the construction of the same, signify, in writing, their election to make such assignment: and provided, that, at the time of such assignment, there shall be secured to said Western Railroad Corporation, by a proper instrument, a lien or mortgage upon all their rights in said Pittsfield and North Adams Railroad, as collateral security for the performance of all the obligations of said corporation, contained in said lease and contract of transportation: and, provided also, that, after the completion of the said Troy and Greenfield Railroad, the said Western Railroad Corporation shall assign and convey, to the said Troy and Greenfield Railroad Company, the said contract of transportation, according to the terms of this section, if the said Troy and Greenfield Railroad Company shall so elect.

Sect. 10. This act shall take effect from and after its passage. [May 10, 1848.

[1852.—Chapter 291.]

An Act concerning the Troy and Greenfield Railroad Company.

Be it enacted, &c.

Sect. 1. The Troy and Greenfield Railroad Company and the Southern Vermont Railroad Company, a corporation established by the laws of Vermont, are hereby authorized by a vote of the stockholders now, or to be, passed, to unite themselves in one corporation; and such vote having been passed, they shall thereupon become one corporation, and all the franchises, property, powers, and privileges now enjoyed by, and all the restrictions, liabilities, and obligations imposed upon, said two corporations, by virtue of their respective charters, shall appertain to said united corporation in the same manner as if the same had been contained in or acquired under an original charter. Such corporation, so formed by such union, shall be called by the name of the Troy and Greenfield Railroad Company.

Sect. 2. If the Troy and Greenfield Railroad Company shall unite with said Southern Vermont Railroad Company, then, and in that case, one or more of the directors of such corporation, formed by such union, shall be an inhabitant of this Commonwealth, on whom processes against such corporation may be legally served, and said company shall be held answerable to answer in the jurisdiction where the service is made and the process returnable.

Sect. 3. The said company and the stockholders therein, so far as they are situate in Massachusetts, shall be subject to all the duties and liabilities of railroad corporations in Massachusetts, and to the general laws of this Commonwealth in relation to railroad corporations. [Approved by the Governor, May 20, 1852.

[1854.—Chapter 226.]

An Act authorizing a Loan of the State Credit to enable the Troy and Greenfield Railroad Company to construct the Hoosac Tunnel.

Be it enacted, &c.

Sect. 1. The treasurer of the Commonwealth is hereby authorized and instructed to issue scrip, or certificates of debt, in the name and in behalf of the Commonwealth, and under his signature and the seal of the Commonwealth, for the sum of two millions of dollars, which may be expressed in the currency of Great Britain, and may be payable to the bearer thereof in London, and bearing an interest of five per cent. per annum, payable semi-annually in London, on the first days of April and October; or the said scrip may be issued in federal currency, payable in Boston, as the directors of the Troy and Greenfield Railroad Company shall elect when they apply for each and every issue of said scrip, with warrants for the interest attached thereto, signed by the treasurer; which scrip or certificates, in the currency of Great Britain, shall be redeemable in London, and those in the federal currency, at Boston, at the end of thirty years from the date thereof, and the same shall bear date on the first day of April or October which shall precede the issue of each portion of said scrip; and all such scrip shall be countersigned by the governor of the Commonwealth, and be deemed a pledge of the faith and credit of the Commonwealth, for the redemption thereof; and the treasurer of the Commonwealth, under the conditions hereinafter provided, shall deliver the same to the treasurer of the Troy and Greenfield Railroad Company for the purpose of enabling the said company to construct a tunnel and railroad under and through the Hoosac Mountain, in some place between the "Great Bend" in Deerfield River, in the town of Florida, at the base of Hoosac Mountain on the east, and the base of the western side of the mountain, near the east end of the village of North Adams, on the west.

Sect. 2. Whenever it shall be made to appear to the satisfaction of the governor and council, that the Troy and Greenfield Railroad Company shall have obtained subscriptions to their corporate stock, in the sum of six hundred thousand dollars, and twenty per cent. on each and every share of said six hundred thousand dollars shall have been actually paid in, and shall have completed seven miles of their said railroad, in one or two sections, and one thousand lineal feet of their said tunnel under the Hoosac, in one or more sections, of size sufficient for one or more railroad tracks, a portion of said scrip, to the amount of one hundred thousand dollars, shall be delivered to the treasurer of said company; and when said company shall have completed, in one or two sections, ten miles of their said railroad, and two thousand lineal feet of their said tunnel, in one or more sections, another portion of said scrip, to the amount of one hundred thousand dollars, shall be delivered to the treasurer of said company; and when said company shall have completed fifteen miles of their said railroad, in one or two sections, and three thousand lineal feet of their said tunnel, in one or more sections, another portion of said scrip, amounting to one hundred thousand dollars, shall be delivered to the treasurer of said company; and when said company shall have completed twenty miles of their said railroad, in one or two sections, and four thousand lineal feet of their said tunnel, in one or more sections, another portion of said scrip, amounting to one hundred thousand dollars, shall be delivered to the treasurer of said company; and when said company shall have completed twenty-five miles of their said railroad, in one or two sections, and five thousand lineal feet of their said tunnel, in one or more sections, another portion of said scrip, amounting to one hundred thousand dollars, shall be delivered to the treasurer of said company; and when said company shall have completed thirty miles of their said railroad, in one or two sections, and six thousand lineal feet of their said tunnel, in one or more sections, another portion of said scrip, amounting to one hundred thousand dollars, shall be delivered to the treasurer of said company; and when said company shall have completed thirty-two miles of their said railroad, in one or two sections, including all their line to be constructed east of the town of Florida, and seven thousand lineal feet of their said tunnel, in one or more sections, another portion of said scrip, amounting to one hundred thousand dollars, shall be delivered to the treasurer of said company; and for each additional portion or portions of said tunnel, of fifteen hundred lineal feet, in one or more directions, completed by said company, another portion of said scrip, amounting to one hundred thousand dollars, shall be delivered to the treasurer of said company; subject, however, to this proviso, that the last two hundred thousand dollars of said scrip shall be reserved until said company, their successors or their representatives, have opened said railroad for use through the Hoosac, and laid a continuous railroad from Greenfield to the line of the state in Williamstown, when the same shall be delivered: provided, that prior to the second delivery of scrip to the treasurer of the Troy and Greenfield Railroad corporation, according to the provisions of this section, evidence shall be furnished, satisfactory to the governor and council, that a sum, equal to thirty per cent. of the amount of the scrip then applied for, shall have been actually paid to the treasurer of said corporation; in cash, by the stockholders thereof, in addition to the hundred and twenty thousand dollars to be paid prior to the delivery of any scrip. And that on each application for scrip, in pursuance of the provisions of this section, and prior to the delivery thereof, satisfactory evidence shall be furnished to the governor and council, that a sum, equal to thirty per cent. of the amount of scrip then applied for, has been actually paid to the treasurer of said corporation, until six hundred thousand dollars subscribed for have been paid by the stockholders. And no scrip shall be delivered till satisfactory evidence of such payment is, from time to time, furnished to the governor and council.