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.