(JAY GOULD'S RETAINER)
"NEW YORK, _June 2d, 1870_.
"MY DEAR SIR,--You will recollect that some time ago I requested you
to give me a statement in respect to the circumstances attending an
arrangement communicated to me by you in the winter of 1869, by which
the Erie Railway Company paid me a retainer of $10,000 in connection
with the Cleveland and Pittsburg Railroad Company, a majority of the
stock of which was then owned by the Erie Railway Company. You deferred
it, in consequence of the pressure upon time. I should now like to have
you furnish me the statement.
"The reason I applied to you was that my original information as to the
purposes of this retainer was derived exclusively from you; and that it
was under this information, in no respect changed by anything derived
from other sources, that I accepted the payment. The facts, so far as
they are within my knowledge, are these: Early in 1869--I presume it
must have been in January of that year--you asked me to consent to
become a director of the Cleveland and Pittsburg Railroad Company and a
member of the executive committee of that company, holding the balance
of power between the other two members in case of their disagreement.
You stated the object to be to make an amiable arrangement between the
parties then litigating in an Ohio court, whereby the railroad could
be taken out of the possession of the receiver and restored to the
management of the company; and that as a part of the same compromise
you were to become a director with others who were to be agreed upon.
You will remember that I replied that I was already burdened with work
in the capacity of director in other companies, which consumed an
inconvenient share of my time and thought, and without remuneration;
that the tendency of such work was to become more encroaching; that
I had entered upon it in every instance only under the influence of
existing relations, and was desirous to relieve myself of such duties
as I had already done in some cases; and that I was unwilling to take
such a trust in respect to a company in which I had no interest, and
had never had any relations. You and Mr. McCullough repeatedly pressed
me not to positively refuse; and when I was elected it was without
any assent on my part. One day you mentioned to me that Mr. Jay Gould
had proposed that the Erie should pay me $10,000, the Cleveland and
Pittsburg $5000, and the Fort Wayne $5000. I certainly understood that
those payments were proposed to be made in respect to services or
benefits expected in connected with the arrangement for the change in
the condition and management of the Cleveland and Pittsburg Company,
and nothing else. Your communication related to that matter and to
that alone. You will remember that when you mentioned the proposal
to me I made no comment, and manifested no interest in it or desire
that it should be adopted. Afterwards, when Mr. Gould mentioned the
matter to me he made no further or different explanation, but spoke of
it as if it were a matter which I already completely understood. He
subsequently, a second time, mentioned that he was going to send me
a check, and about the last of February did send it. I never did or
said anything about the matter except to accept and receipt for the
check. The Cleveland and Pittsburg Company, at a meeting when I was
not present, but believe you were, adopted a resolution appointing me
their counsel, with a monthly salary at the rate of $5000 a year. I had
supposed they would have put it in one payment, but they adopted such
form as they pleased. The Fort Wayne never mentioned the subject to
me, nor I to it. I had relations to it, but none to the Cleveland and
Pittsburg or to the Erie. The proposition to make the payments by those
two companies was purely their own; the amounts were fixed without any
consultation with me, and on their own estimate of the utility of the
arrangement to them. In expressing to you my repugnance to undertaking
the services, I did not contemplate any condition as to pecuniary
compensation. Nor can I now say that any such consideration was a
principal inducement to my aiding in the trust. I could not foresee
how much of labor or trouble I was to undertake. I did not desire
more business, but less. I had during the two years before repeatedly
declined retainers from the Erie and from its adversaries. The object
of the arrangement was attained. The receivership was closed and the
administration of the road was restored to the Cleveland and Pittsburg
Company. I served out my term as director, as member of the executive
committee, and as counsel of the company, and gave every necessary
attention to those duties. When this was done I deemed that I had
performed all I had undertaken, and that the C. and P. and the Erie had
realized all they had contemplated in the arrangement which they had
proposed, and in the payments which they had voluntarily made.
"It was not until in February last, when I was acting for the trustees
of the bondholders of the Atlantic and Great Western Railway Company,
that I learned with surprise that Mr. Gould entertained the idea that
the implied engagement in accepting the retainer before mentioned
extended beyond the affair of the Cleveland and Pittsburg, to which the
arrangement exclusively related. I answered him at the time. But the
circumstance that he did entertain such an idea induces me to address
you this letter.
"With much respect,
"Yours very truly,
"S. J. TILDEN."
"_Hon. George W. Cass._"