\/ft-
DOC. No, XII.
MEMORIAL
OF THE
JÂIESIIVER AKB lAIAWM COIPANÏ
PKATIXG THE
GENERAL ASSEMBLY
TO
REVIVE THE ACT
IXCORPOEATIKG
THE VIRCtINIA CANAL COMPANY.
^Oy 1865.
\
Doc. No. 12.
3
MEMORIAL.
To the General Assembly of Virginia ;
The petition of the James river and Kanawha eonipany fespectfullj-
represents:
That the act, entitled " an act to amend the charter of tlie James river and Kanawha
company," passed March 23rd, 1860, provides, among other things, '■ that in case tlie said
James river and Kanawha company shall not comjiiete the canal to Covington, or tlie
western terminus of the A'irginia Central railroad within six years from the passage of
this act, witliout any further application to the general assembly for aid, either by loan
from the state, subscription or otherwise, all the property, rights, franchises, and privi¬
leges of every kind and descrijition of the said company shall be transferred to and
become the property of the state."
The object and design of this act was to secure the completion of this, the great work
of Virginia, by which the shortest, cheapest, and best route to the ocean will be opened
to the mighty west, and to,compel that completion bv- private capital and enterprise.
Fimr of the six years have been occupied by a desolating war, during which it was im-
pi^ible to make any effort towards the completion of the work in compliance wi^the
law, except that which will be presently mentioned, and your petitioners claim and insist
that they are now entitled to the benefit in future of those four years. A state of war,
ley an _
by the Wvv of nafims, susijcuds but does not abrogate rights between foreign nations,
evgn the belligerents, and surely the citizens of a state will imver be dealt witl'^more
harshly than the subjects of a foreign nation. War is the act of ^e people, and the
government and private persons necessarily succumb to it ; all the statutes of limitation,
th^iwore, in terms, except the period of war, or the courts, do it in enforcing them.
A
Very soon after the passage of the act above referred to, your memorialists entered into
an executory agreement with certain associates in France, styling themselves Bellot des
Minferes, Brothers and Company, whereby the'said associahis agreed to purchase the
' property of your memorialists, from Richmond to the Ohio river, inclusive, under an
ob^gaticui to complete the same in the manner set fortlftn the contract. , '
The board of public works gave its assent^to tlie said agreement. And the general
^gsembly, at an extra session, called, in part, for^ie purpose of consideri% this subject,
^ahsoj-atified it by passing on the 29th day of Mardi. 1861, ar®act, entitled "an act to
. iriCorjiorate the A'irginia canal company, and to trailer the rights and franchises of the
, James river and Kanawha company thereto." A cSpy of the executory ^reement will
- be found in jho statute, but another is herewith commmiicated antl pravOT to be taken
as a part of this memorial. '■ (-
The act aforesaid provide's, that "if the said A'irginia canal company be not organized
le appointment of a president and directors, as required by this charter, within ten
4
Doc. No. 12.
months from the passage thereof, this act shall be null and void ; and if said company
shall not hona fule commence its works within six months after its organization, or if, after
commencing its works, it shall suspend its operations for one year, or if it shall fail to
comply with the provisions of the fifth chapter hereof, so far as the same refers to the
fourteenth article of the said provisional agreement, the general assembly may abrogate
this charter, and declare that the corporate rights and privileges of the company shall
cease ; or it may allow said company such further time to complete the said works and
to comply with its engagements, as to the legislature may seem just and proper."
Within twenty days from the passage of this act the ordinance of secession was
adopted by the convention of Virginia, and the war commenced very soon after. In
consideration of these facts, the general assembly, at its ensuing regular session, upon
the petition of your memorialists, passed an act extending the time limited for the organ¬
ization of the Virginia canal company one year, and provisionally two years ; in the for¬
mer case, the act expiring on the 29th day of January 1863, and in the latter case, on
the 29th day of January 1864.
The war still continuing beyond the period last mentioned, no application was made to
the general assembly for a further extension of the time allowed for organizing the said
company, although your memorialists were respectfully requested by the firm of Bellet
des Minieres, Brothers and Company to make such application. luintediately after the
close of the war Mr. Ernest Bellot des Minieres wrote in behalf of himself and his asso¬
ciates, claiming their rights under the said agreement, and expressing their readiness and
wish to comply with its stipulations. Believing that the claim of these gentlemen is just
and equitable, if not indeed of strict right, as it probably is, because their proceedings
have been arrc.sted by war, which usually, by the law of nations, suspends, but does, not
abrogate rights ; and hoping to aid very materially in relieving the state and people from
the great embarrassments which they suiter, by securing the perfect completion of our
great work, introducing foreign capital, enterprise and labor, develc^ing themiineral,
agricultural and industrial resources of the commonwealth, establishing direct trade with
the markets of the world, bringing the production of the great we.st into and through
Virginia, and rendering fruitful to the state and other stockholders the large capital
which is now unproductive, your memorialists respectfully ask that you will revive the
act of the 29th of JIarch 1861, and extend for one year the time within which the said
Bellot des Minieres, Brothers and Company may commence the organization of their
company according to their contract and the act aforesaid ; prohibiting them, however,
from selling their franchise before the work is comifieted ; and that the time allowcd'your
petitioners to complete their work, if their vendees fail, may be extended ten years.
This additional time is asked f?r because of the exhausted and depressed condition of
the country, and the difiiculty of procuring labor ; and as a necessary auxiliary, they also
ask most respectfully that they may be authorized to borrow from time to time such
sums of money as may be necessary to carry on their work.
Confident in the justice and wist^m of the general assembly, your petitioners would
deem any furUier remarks upon their application unnecessary, if it were not for the''ex¬
traordinary attack upon .them and their rights, which seems to have been<hiade by the
governor of Virginia in his late annual message, in the following ¡lassage ;
" Jauies Hiver and Kanawha Canal.—I am at a loss as to what to recommend in rcÇtrdS
to this work. It has been a great expense to the state. It is one hundred and fifty mUesy
I
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© O (?
Doc. No. 12.
5
in length from Eicliinond to Lynclibtirg, and there i.s but one village that contains fifty
inhabitants along this whole line, and it is a'singular fact that the lands on its border
have no higher market value than they had before the construction of the work. I do
not know what effect its construction has had on the price of land beyond Lynchburg.
I have no idea that it will ever be able to complete its construction by its own earnings.
I believe, in case of failure to complete its construction by the company by the 1st of
March next, it passes by law to the possession of the state. My impression is, that there
are too many salaried oificers on this work. The salaries amount annually to about
$65,000. There is no new work now being projected or constructed. I cannot compre¬
hend the necessity for an engineer and too superintendents, in addition to the president,
all at salaries which command the services of first class men in other departments of
business. Covington must be the final terminus of this canal : For the project of con¬
necting it with the Ohio river, with all due deference to the eminently scientific gentlemen
who have reported its feasibility, I think impracticable. To cross the Alleghany moun¬
tains it has a lift of fifteen hundred feet, by means of locks, to reach the summit, over
ground where there are no running streams in drj' weather. Damming ravines on the
sides of mountains where water only flows while it is raining, and holding that ■wa.ter to
furnish a canal with at least one hundred locks, doing a business that would compensate
for so large an outlay, is, I think, simply out of the question. I deem a simple state- '
ment of the facts conclusive on this subject.
" But I do not despair of the canal yet becoming a useful work and remunerative to
the state. By prudent management it may be kept in repair from the tolls until the
Covington and Ohio railroad shall be completed, which work will form a great auxiliary
to the canal and make it profitable."
The inference from this passage generally deduced is, that the governor intended to
recommend to you the confiscation of all the private means involved in the company,
becaus%the comp^iy has been unable to complete its work while a terrible war raged
over th^Sate. hVe are unwilling to concur in the inference that he intended to recom¬
mend to you the first act of confiscation of private property (millions of it) to the use
of the state, known in her long history. If he did, however, we are satisfied, that, true
to thg ancient fame and best interests of Virginia, you will not tarnish her, in a time of
distress and oppression, by an act still more to distress and opjiress her people by con-
iiscating, if you have the power, their jiroperty without fault on their part.
We submit herewith copies of several letters w'hich have been received from Messrs.
Bellot des Miniei'es, Brothers and Company.
Signed by order and in behalf of the board of directors.
mond, Decsiiihcr 20, 1865.
THOMAS H. ELLIS, Frcsidcr.t
Of the James Hirer and Kanaiujia Cmnpany.
t
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Doc. No. 12.
EXECUTORY AGREEMENT.
An E.xecutory .Vgreement, entered into tliis first day of September, in tlie year eighteen
liundred and si.\ty, between Ernest de Bellet des Minieres, for himself and his asso¬
ciates, under the firm and stylo of Bellot des Minieres. Brothers and Company, of
France, of tlie one part, and Tliomas 11. Ellis, president of the James river and Kana-
^^•ha company, for and on behalf of the said company, in pursuance of a resolution
adopted by the stockliolders of said company, in general meeting, on the thirtieth day
of -iugu-st eighteen hundred and sixty, of the other [lart, witnesseth :
Whereas, it is a matter gf the highest importance to the state of Virginia, tliat the
water lino between tlie Chesapeake bay and the Ohio river, which will ojien the great
^vest and soutliwest and its immense trade to the markets of the world by the shortest,
cheajiest, safest and most certain route, and lead to an incalculable increase of the direct
foreign trade of Virginia, should be promptly completed, the parties of the fli'St part
desiring not oyly to secure to themselves and their associates the profits of the lino when
completed, but to France the ]irimary advantages of the dirgtt trade with her, which the
line must establish, have lu-oposed to purchase the line from "Richmond to the Ohio river,
with the right and obligatioh to complete the same, and tlie president and dirrc^rs of the
James river and Kanawha-company, and the board of public works of Virginia, concur¬
ring in these views, and sympathizing strongly with the parties of the first part in their
desire to establish direct trade with France, the ancient ally of the,^nited ¡^tes, the
said iiresident and directors of the James river and Kanawha company have entered into
negotiation with the jiarties of the first part, and have, with the approbation of thejboard
of ])ublic works, entered into a jirovisional agreement with them, as herein set forth.
And since it is necessary to ¡irocure the approval of the general assembly to th^ said
agreement, therefore, subject to said approval, the said James river and Kanawha citîfii-
pany do contract and agree with the said parties of the first part as follows—that is to
say :
1. A new company shall be formed by the name and slyle of '■ The Virginia Canal
Company," with a capital stock of not less than twenty, nor more than thirty-five millions .
of doUi^-s, in shares of one hundred dollars each ; to which shall be transferred all^thc^-
proiiert^and franchises of the James river and Kanawha company—the stockholders in">
the James river and Kanawha company, other than the commonwealth of Virginia, to
« have one share of stock in tlie said Virginia canal company for every two shares oJ.^ock
they now hold ; and the state to transfer to the said Virginia canal company all her rights
as a stockholder in the said James river and Kanawlia company, upon condition that the
new company perform and fulfill the terms and conditions herein after imposed. -—:
2. The Virginia canal company shall he organized with a charter similar to_yie origi-,
nal charter of the .Tam'es river and Kanawha company, with such modificaÂinsr and.
additions as may be necessary and [iroper for adapting it to the purposes of
organization. ^ *
Doc. No. 12.
7
3. Tlie Virginia canal company sliall clear out the deposits in the present liile from
Richmond.to Buchanan, and repair all the present works, that is, the embankments,
aqueducts, bridges, culrerts, waste weirs, locks, dams, houses and structures of every
kind, repairing those wanting repairs only, and building anew the works requiring to be
rebuilt, so that the whole line from Richmond to Buchanan shall be of a depth of not
less than five feet at any point, and in all respects in a perfect state of repair.
4. They shall keep on all the line a sufficient number of dredge boats to keep the
water way continually free from deposit and obstructions of every kind, and a sufiicient
number of extra lock gates and wickets ready to be inserted in case of accident. They
shall likewise have weigh locks at not less than three points on the line.
5. They shall complete the water line of improvement from Buchanan to the Kanawha
river, and the improvement of the Kanawha river, so as to make a continuous water line
from tide water at Richmond to the Ohio river ; constructing the works on the general
plan of the part of the improvement that has already been made, but with the following
modifications, to wit :
The locks from Buchanan to the Greenbrier river shall be not less than one hundred
and twenty feet long between the gates, by twenty feet wide in the clear, and on the
Greenbrier and New rivers, and on the Kanawha river at and above Lykens' shoals, not
less than two hundred feet long between the gates, by forty feet wide in the clear, and
the works from Buchanan to the foot of Lykens' shoals on the Kanawha river shall be so
constructed as to give a depth of water of not less than seven feet at any point.
The Kanawha river to be improved from Lykens' shoals to its mouth in such manner
as to secure a depth of water of not less than six feet at all seasons of the year ; the
channel through the shoals to be eighty feet wide at the bottom, and one hundred and
four feet wide at the top.
The capacity of the improvement from Richmond to Buchanan shall be enlarged by
increasing the depth of the water to not less than seven feet at any point, and by in¬
creasing file dimensions of all the present locks to not less than one hundred and twenty
feet long between the gates, by twenty feet wide in the clear, or by doubling the locks,
and making the new locks of the dimensions aforesaid. But the increase in the dimen¬
sions or the doubling of the locks, need not be made until the locks require reconstruc¬
tion or the trade of the canal shall demand it.
The capacity of the tide water connection and Richmond dock shall be enlarged, so
as to afford adequate accommodation to the trade of the line, by opening a second com¬
munication with tide water by the route of the Haxall canal, or other suitable route ; or
instead of that, enlarging, or doubling the present locks between the basin and the dock,
as well as the present ship lock, in such manner as may be necessary to obtain a proper
'result ; and by constructing all such other works as may be necessary for enl.T^ing the
capacity of the dock and tide water connection for the purpose aforesaid.
6. Thé said Virginia canal company shall issue to the respective stockholders in the
James river and Kanawha company, other than the state, certificates of stock at thg rateK^*
of one share in the new company for every two shares held by them in the James river
and Kanawha company, which shall be full satisfaction of all their interest in the last
meîî'tioned coiypany; and they shall pay annually to the holders of such certificates, five
rper centum per annum on the amounts thereof, from the date of the organization of the
* new company until the line shall be completed to the Ohio river in the manner before
mcnt^ned, and thereafter in lieu of the said five per cent, shall pay them their ratable
^lare of the profits of the company.
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Doc. No. 12.
7. The stockholders in the Virginia canal company shall enjoy equal rights, except as
provided in the next preceding section.
8. The tolls on the line shall be regulated by the board of public works, or such other
authority as the general assembly may substitute for the control and superintendence
of the public works of Virginia : provided, that during the construction of the work the
tolls sliall not exceed two and a half cents per ton per mile, nor be less than one cent per
ton per mile on merchandise and manufactures ; shall not exceed one and a half cents
^per ton per mile, nor he less than five mills per ton per mile on agricultural products;
shall not exceed one cent per ton per mile, nor be less than two and a half mills per ton
per mile on products of mines and forests; and, after the completion of the improvement
to the Ohio river, shall not exceed two cents per ton per mile, nor be less than five mills
per ton per mile on merchandise and manufactures ; shall not exceed one cent per ton
per mile, nor be less than two and a half mills per ton per mile on agricultural products;
and shall not exceed five mills per ton per mile, nor be less than two and a half mills per
ton per mile on products of mines and forests: provided, that these rates shall apply to
the through rates, but the tolls on the way trade may be increased one-third ; and pro¬
vided further, that the toll may be brought below the minimum rate on any article, by
tb.o said board or other authority, with the consent of the Virginia canal company.
9. The board for the management of the company shall consist of a president and
seven directors, witli the privilege to the company to increase the number of directors to
twelve ; two of the directors shall he appointed by the state of Virginia in such manner
as she may by law provide ; the other directors shall be appointed by the stockholders,
and the president shall also be appointed by the stockholders, but his appointment shall
be Subject to the approval of the state in such manner as she may by law provide.
10. The office of the the new company shall be at Richmond, Virginia, but a branch
may be located at Paris ; the dividends and other dues to the American stockholders
shall be paid at the office in Richmond. But the dividends and dues of the other stock¬
holders may be paid in Paris or elsewhere, at the pleasure of the new company.
11. A majority of the directors shall always be present to constitute a board. The
proceedings of the hoard shall be recorded in the English language, at the office in Rich¬
mond, and be at all times open to the inspection of the stockholders, .and the state, by
such ofilcer as she may appoint.
12. The siiid Virginia canal company shall be organized within six months from the
passage of the act of the legislature incorporating it, and vrithin the same time shall
commence bona fide the work of construction at Buchanan and on the Kanawha river,
and .shall also within the same time commence bona fide the repairs of the line between
Richmond and Buchanan; and shall complete the construction"of the line to Covington
and tb^epairs of the line from Richmond to Buchanan, within three years from the %
time o^wmmencement aforesaid, and complete the Kanawha improvement from Loupj
creek shoals to the mouth of the river within four years from the time of commencement
^foresaid ; and shall complete the entire line from Richmond to the mouth of the Kana¬
wha liver, in all respects, except the enlargement of tlie capacity of the canal from Rich¬
mond to Buchanan, within eight years from the time of commencement aforesaid; and
shall complete the enlargement of the capacity of the Richmond dock and tide water
connection, as well as the enlargement of the capacity of the canal from Richmond to
Buchanan, by deepening the canal, as herein above provided, within ten years from the ^
said time of commencement. ^
13. The said company shall not have the power, by mortgage, deed of trust, or other
Doc. No. 12.
9
contract, to create a lien upon its rvorks and property, except that herein after created in
favor of the cominonweath of Virginia, and shall not he competent to sell the same with¬
out the assent of the general assembly of Virginia.
14. The said company shall, in consideration of the transfer aforesaid by the state of
"N'irginia of all her rights as a stockliolder in the James river and Kanawha company, pay
iuto tlie treasury of the state, semi-annually forever, the sum of sixty-seven thousand
five hundred dollars ; and as a guarantee for the faithful compliance with the stipulations
of this agreement, they shall deposit with the treasurer of Virginia the sum of one mil¬
lion of dollars in tlie six per cent, registered stock of the commonwealth of Virginia, to
be held by him upon the following terms and conditions, that is to say; The interest upon
the said stock, while on deposit, shall be paid to the said company : When the canal
shall have been completed to the town of Covington, and the Kanawha improvement
completed from Loup creek shoals to the mouth of the river, if within the times pre¬
scribed, one-half of the said sum shall be returned to the said company; and when the
entire line shall have been completed in the manner before mentioned to the Ohio river,
if within the time prescribed, the other half shall be returned to the said company : pro¬
vided the annuity to the state of Virginia, and the five per centum interest to the private
stockholders, herein before provided for, shall have been punctually paid ; and if the
same shall not have been punctually paid, then so much of the said sum of one million
of dollars as may be necessary shall be appropriated to the payment of the same, and
the residue returned to the said M. de Bellet des Minieres and his associates, or to the
Virginia canal company, as may be proper ; but if the said company shall fail to com-
])!ete the construction of the line to Covington, and the repairs of tine line from Rich¬
mond to Buchanan, within three years from the time of the commencement herein pre¬
scribed, or shall fail to complete the Kanawha improvement from Loup creek shoals to
the mouth of the river, within four years from the time of commencement herein pre¬
scribed, or shall fail to complete the entire line from Richmond to the mouth of Kanawha
river, in all respects, except the enlargement of the capacity of the canal from Richmond
to Buchanan, within eight years from the time of commencement herein prescribed, or
shall fail to complete the enlargement of the Richmond dock and tide water connection,
as well as the deepening of the canal to Buchanan, within ten years from the time of
commencement herein prescribed, the said sum of one million of dollars shall be retained
and paid to the commonwealth of Virginia as stipulated damages in money for such fail¬
ure: and all the work which may have been done in repair and construction, as well as
all the rights which the said Virginia canal company shall have acquired in the property
and franchises of the James river and Kanawha company shall be forfeited, and revert to
the latter company as at present organized, which company shall be thereupon reinstated
in all its rights, as if this arrangement Had never been made, and shall havefull right
and authority to re-enter upon and resume the control of the whole line onmprove-
ment; and for that purpose, the present organization of the James river and Kanawha
company shall be continued : provided, however, that if the said Virginia canal companj
shall be unable to complete the said w-ater line improvement from Richmond to the Ohio
river within eight years as aforesaid, or to complete the enlai-gement of the Richmond
dock and tide rvater connection, and deepening of the canal from Richmond to Buchanan,
within ten years as aforesad, they may have two years' extension of time in each case, by
¡raying into the treasury of the commonwealth of Virginia, for the said commonwealth,
before the expiration of the said period of eight years, a half million of dollars, if they
require the extension of time for the completion of the water line as well as for the said
enlargement ; or by so paying one hundred thousand dollars before the expiration of ten
10
Doc. No. 12.
years, if tliey require the extensiou of time only as to the enlargement aforesaid ; which
said sums are agreed upon as liquidated damages to be paid to the said commoiiweaith
in the contingencies aforesaid, for the loss sustained by such delay or delays in the com¬
pletion of the said works as herein required ; i)rovided, however, that if the said Virginia
canal company shall have proceeded in good faith to execute the said works, then the
general assembly may suspend the said forfeiture, and allow to the said company such
further time as to it may seem just and projier, to complete the said works.
15. The said Bellut des Minieres, Brothers and Company shall pay to the common¬
wealth of Virginia so much of the three hundred thousand dollars of state bonds appro¬
priated by the act of the general assembly of A'irginia, passed March 2Sd, .1860, for the
imj)rovemeut of the Kanawha river, as shall have been issued and sold, and expended
bona fide on the itnprovement, when they shall become entitled to the property and
revenues of the James river and Kanawha company ; and upon payment thereof, the said
commonwealth shall release the mortgage given by the said James river and Kanawha
conqiany on the said Kanawha improvement to secure the payment of the said bonds.
16. As soon as the said M. de Beliot des Minieres and his associates shall have been
regulaily incopoiated according to the laws of France and A'irginia, and satisfactory
authentication of that fact communicated to the ¡¡resident of the James river and Kana¬
wha comi¡any and the board of public works, and shall have deposited with the treasurer
of A'irginia one million of dollars in the six ¡¡er cent, registered stock of the common¬
wealth, and shall have (Uqiosited in one or more of the banks of the city of Richmond, to
the credit of the president and directors of the James river and Kanawha company, for
the ¡¡uvpose of ¡¡aying the floating debt of the company, the sum of four hundred thou¬
sand dollars, to be a¡¡¡¡lied to the payment of the said floating debt as far as necessary,
and the balance, if any, to be returned to them ; and shall also pay into the treasury of
A'irginia the amount agreed to be paid by them under the next preceding section—then
the James river and Kanawha company shall by proper deeds convey its entire property
of every kind to the said A'irginia canal company, subject to the charges before men¬
tioned in favor of the present ¡¡rivale stockholders and the commonwealth of A'irginia,
and subject to any ¡¡resent subsisting contracts for the use of the water of the canal, and
subject to all the ¡¡revisions of this agreement; And until this conveyance shall be made,
the James river and Kanawha company shall manage the said property, effects and
revenues under tliç existing laws, the said AI. de Beilot des Alinieres and his associates
furnishing all the means and money that may be necessary to carry on the business of
the com¡¡any, complete Bosher's dam, the Joshua falls dam, the dam at Ljmchburg, and
the Korth river improvement, and keeping the canal in proper re¡¡air—they receiving
credit for all the revenues of the com¡¡any. But the ¡¡resident and directors of the pre¬
sent coin^iany shall have no power or authori»y to charge the property of the company
with anV debt, except for the ¡¡urpose of keeping the line in ¡)ro¡¡er repair and working
condition, and completing the dams and Xorth river improvement, as herein before
,mentioned.
IT. The said A'irginia canal company may at any time discharge itself from the an¬
nuity to the state of A'irginia, by the payment into the treasury of A'irginia of the sum of
two millions two hundred and flfty th(¡usand dollars in specie ; but until the same shall
be paid the annuity of one hundred and thirty-five thousand dollars to the commonwealth
shall be forever a charge u¡¡on the whole property of the company, and the legislature
may provide by law in what manner the payment of the said annuity shall be enforced.
18. The European parties and stockholders may, as between themselves, determine
what their relative rights and obligations shall be.
Doc. No. 12.
11
19. The stockliolders in the Virginia canal company shall he required by their charter
to hold at least one general meeting erery year in the city of Eichmond.
20. When this agreement shall be approved by the general assembly and a charter
shall be granted as ijrovided in the first and second sections thereof, the said agreement
shall be binding npon all the parties thereto, rvithont any further action on the part of
the stockholders or directors of the James river and Kanawha company ; and the said
James river and Kanawha company binds itself to use its best efforts to obtain at the
earliest day possible, the approval of this agreement and of the charter as provided for,
hy the general assembly; and in the mean time the said agreement shall be obligatory
upon the said James river an(f Kanawha company, to the full extent that the said com¬
pany has the legal authority to act without the approval of the general assembly.
And to prevent delay in tbe commencement of the woiks herein before contracted
to be executed, the said parties of the first part shall be authorized to proceed forthwith
in their said undertakings ; and if the general assembly shall fail to approve the said
agreement, and to grant said charter, then the James river and Kanawha company binds
itself to issue bonds, under the act of the 2.3d day of March 1860, to tiie said parties of
the first part for an amount equal to the principal sum which may have been expended
upon its works as contemplated in this agreement, and the interest thereon from the time
when the same shall have been expended until the repayment in bonds as aforesaid ; and
the said James river and Kanawha company shall thereupon be restored to all the rights
conferred by its charter, as if this contract had not beep made, and the said contract
shall thereafter be null and void.
In testimony whereof, the said Ernest de Bellot des Minieres, acting for ¡¡imself and
the firm of Bellot des Minieres, Brothers & Company, hath hereunto subscribed his
name and annexed his seal, and the said Thomas H. Ellis, president of the James river
and Kanawha company, acting under authority as aforesaid, hath .subscriljed his name
and caused the seal of the company to be affixed, the day and year first above written,
at Richmond, Virginia.
E. DE BELLOT DES MINIERES. [Seal.]
THOMAS H. ELLIS,
[Corporate SeaL] Pi'cs, J. H. K. Co.
12
Doc. No. 12.
LETTEES.
fkom
M. EBNEST DE BELLOT DES MINIERES,
For himself and his associates, under the firm and style of Bellot
des Minieres, Brothers and Company, to Col. Thomas H. Ellis,
President of the James River and Kanawha Company. '
[The executory agreement of the 1st of September 1860 provided, that "the Virginia
canal company shall be organized with a charter similar to the original charter of the
James river and Kanawha company, witli such modifications and additions as may be
necessary and proper for adapting it to the purposes of the new organization;" and the
James river and Kanawha company bound itself " to use its best efforts to obtain, at the
earliest day possible, the approval of the agreement, and of the charter as provided for,
by the general assembly." -
Soon after signing this agreement, Mr. Ernest Bellot des Minieres proceeded to France
for the purpose of organizing his company according to the laws of that country, expect¬
ing to return to Virginia in the month of January following, at which time the governor
of Virginia, by his letter of the 14th September 1860 to the president of the James river
and Kanawha company, had indicated he would convene the general assembly in extra
session for the purpose of considering the agreement. The difficulties encoimtered in
organizing the company in France were explained to the committees of roads and internal
navigation of the senate and house of delegates at that session (see House Doc. No. 31, ses¬
sion 1860-61), and were of such a character that Mr. Bellot des Minieres deemed it best for
all the interests involved to remain in France even while the bill incorporating the Vir¬
ginia canal company was under consideration here. A copy of the bill No. 218 was
transmitted to him, when for the first time he became aware of its provisions. Some of
these he strongly objected to, insisting that they were not in conformity with such a
charter as he had stipulated for. His letter of the 16th of March, making the objections,
was not received until after the passage of the act on the 29th of March, but is now here
given, as pointing out, more distinctly than he has done in any other form, the par¬
ticular amendments he desires in the charter heretofore granted. The bill, however,
after having been transmitted to Mr. Bellot, underwent various changes before it be-
became a law ; consequently some of his remarks are not applicable to the charter in its
present form.] *
4
Doc. No. 12.
13
[No. 1.]
Pakis, March 16, 1861.
Col. Thomas H. Ellis, Fresidenl of the James River ,
and Kmiaii'Jia Comfany, Richmond, Virginia.
Mt Deae Sie:
Through the obliging care of the French consul, I have received bill
No. 218. I sincerely hope this bill has not yet passed, and that it is possible to repair
the needless evils it has caused. One of the greatest embarrassments of my position, is
to be without a fi.xed base ; in the present aspect of the case, however, I would much
prefer that the bill may not have passed. Of two evils, the least.
In the midst of political and financial circumstances, which are shaking everything in
America as in Europe (for we are on the eve not of a crisis but a revolution), it would
have been more generous, more reasonable even, to have granted me concessions. Pass¬
ing events render the task a thousand times heavier and more difiieult—^capital more
timid and exacting in every respect. No concession is accorded me; quite the contrary.
I will not utter one bitter word ; yet, in the presence of what is passing, in the presence
of the violation of the most essential parts of the contract, an explanation becomes neces¬
sary. Instead of granting me a single concession, the contract has been filled by the bill
with dangerous and difficult clauses, not previously existing. To specify them all would be
impossible ; it would take too much time. Where was it stated in the contract that the
state would levy the half of one per cent, on the gross receipts 1 Where is it specified
that the canal is to maintain a width of 51 feet from Buchanan to Greenbrier 1 The con¬
tract says 50. I am well aware that the additional foot would not, in point of expense,
prove, on this part of the line, of as much consequence as upon the portion already fin¬
ished from Bichmond to Buchanan, but still it is an important expenditure. Speaking of
enlargement, it would have been better not to have alluded to the right of widening the
canal to 70 feet, in the charter. The right is a matter of course, but the sixty millions,
the cost of gratifying such a fancy, are nofa matter of course. The enlargement of
the Erie canal for one-half the distance, and under much more favorable circumstances,
has already cost forty millions of dollars, and when will it be finished 1 Nothing is more
deceptive, dangerous and costly than the enlargement of a canal. Any competent man
knows it would often be better to make a new canal out and out. I am as much sur¬
prised as atfiicted at the bill, for it proves precisely, by this enlargement clause, that they
did not understand, or in any case, did not appreciate the immense advantages so gene¬
rously oflered the state, or take into account the immense risks caused by enlargement,
as stipulated for in the contract.
Clause 9, page 91, was useless, and calculated to alarm every one in Europe. The
Word " unlawful" should have been interpolated at this same page 91, first line, I fancy
it was an omission.
Why, in an act which should reflect the dignity of such a great work, have mentioned
the right of denunciation by anybody—the first comer 1 Is not such a thing a matter of
course 1 Why say to Ëuropèan capital, that it is liable to be harassed by the first comer 1
In any case, the word "not" should be added in line 22, page 73.
But all this, and many other things are nothing in comparison to what is done by arti¬
cle 2, chapter 2. Here, on ray faith, I understand nothing, and I ask myself how, and
why the contract is reopened from beginning to end, and its whole economy destroyed
by this clause, which not only does me an enormous injury, but in fact renders the whole
14
Doc. No. 12.
affair impossible, unless a remedy is applied. This article, and all its consequences, is in
formal opposition to the spirit and letter of the contract ; in opposition to what I have
always declared, and never would concede, because, upon the execution of what this ar¬
ticle destroys, depends the possible execution of the canal. Why so lightly depreciate
the value of the state interest iu the canal 1 Why speak of 52,000 shares as the state
interest in the work, when the state ceded to us 10i,000 shares 1 I have never concealed
it ibr a moment. I have never made the siightest concession on this double point, that
it was only upon the cession of the entire interest (stock) of the state, and of half that
of the private stockholders, that we would assume the immense risks, and take the
engagement to finish the canal. How can they have stricken out this, or have conceived
they had the right to do so 1 Why, there is not a banker, contractor or financier in the
world, who would not understand that we ask for this stock as a premium for our capital.
I understand the charter in what relates to public order, but the legislature should re¬
spect the contract. Let it accept or reject, but not modify it. As for myself, I hold by
my contract. I am convinced tliat the state, acting as a stockholder, had a perfect right
to cede its shares. By the last three lines of article 20 of the contract, I am satisfied
of my right in what concerns me personally, and I do not believe, if my friends view it as
I do, that the legislature can thus, without benefit to itself or anybody, destroy the most
essential point in the contract.
There is no object gained by establishing a minimum capital. Ko American contractor
would or could, for twenty-three millions of dollars, perforin the work stipulated for in
the contract. Why, then, speak of a capital of twenty millions, of which, after legiti¬
mate deduction, even by the estimates of article 2, chapter 2, there would remain barely
twelve millions of dollars. I know that article 7, same chapter, speaks of the right of
increasing to thirty-five millions, but in a way to make it illusory for us. It would have
been altogether just, and I require it, to include in the minimum capital, if minimum
there be, with the stated reasons for it, the shares of the state and of private stock¬
holders, at their real value. It is not for the pleasure of writing an useless article, that
I have so tenaciously insisted on having all the shares of the state and half those of the
private stockholders. It is not with a view of diminishing the amount of the joint
stock. I have said, and now repeat, that as regards the amount of joint stock, we will be
governed by the most moderate ideas. I communicated to you my brother's letters,
preaching the same doctrine. I stated to you that the allowance of a reasonable interest
to capital should be our guide in fixing the nominal sum, but tlie subject is so clear as
not to require further elucidation. These ideas of moderation we still entertain; but
how can we with twelve millions of dollars build a canal which may cest forty ; for let
me repeat, that in widening a canal there is much of the unforeseen, and the risk is
great, and capital requires advantages in proportion to the risks. No sensible man be¬
lieves that European capital goes to America simply for investment. It seeks profit,
without which it will not go.
There was no necessity to tell me that I was given sliares in return for the sum or
sums for the company debt and the Kanawha improvement. It was a matter of course,
these sums form a part of our general expenses of the risks which we run ; they enter
into the general account for construction, and it is precisely because we pay the floating
debt of tli6 company (without speaking of other motives), that we have asked for the
million of dollars in shares (from the private stockholders) which the article on the min¬
imum supjiresses completely. But adopting the ideas of the article which I criticize so
strongly—page 28, article 2, chapter 2 of the bill—shares should then have been awarded
us as a set-olf to the two millions and a half representing the capitalization of the
Doc. No. 12.
15
"rente" of $135,000 to lie paid by us to the state; and then again a million of dollars
capitalization of the five per cent, which we are to pay to private stockholders. Then
there should have been allowed four—or if you will—three millions of dollars interest
on the money during the construction. But all this is merely elementary. It amounts to
about seven and a half—or if you choose—seven millions. This, I repeat, is elementary
even by the spirit of article 2, chapter 2. This omission to represent the capitalization
of the $135,000 and the interest of capital during construction, cannot be forgotten. No
one loses sight of the interest of iapital pending construction. The state would pre¬
tend, then, to give us $5,200,000, and that too in stock, to induce us to venture perhaps
forty, certainly to expend twenty-four or five millions. But it is not even $5,200,000 in
paper, deriving its value from us, that the state gives us; We must deduct from it the
three millions and a half to be paid the state and the private stockholders, and there will
remain to us only $2,200,000. Can such a premium tempt European capital to venture
on such an enterprise, requiring so much care, presenting such risks, and requiring such
a large capital 1 It is not to be discussed with people who reflect, and who have any
conception of the laws governing industrial and financial movements in Europe. But
would we even have the $2,200,0001 No ; for we would have more than four millions of
interest to pay, or at least three. We would, therefore, be losers. AVith what, then, if
all is taken, are we to make head against all I have pointed out—and the negotiation of
the capital, expenses and hank commissions, with what are they to he paid I AVhy, there
is not a man in all Europe, not even Rothschild, who can alone take from his safe one
hundred millions of francs—not a single banker or financial establishment in Europe, that
even in the most prosperous times could or would, without calling on the aid of other
bankers, undertake an operation exceeding twenty millions of francs. But a capital of
an hundred millions is more difficult than ten times the same sum expressed by small
fractions. No banker ever takes stock in an industrial enterprise or public work at par,
as an investment. No man in Europe, be he king, emperor, or what you will, can raise
out of hand an important sum by direct appeal. There is no dodging the banker—and
he, to make a profit, takes stock below par. AVithout the American crisis, the national
comptoir would have, and in any case will give me valuable aid. AA''ell, the bank com¬
missions, then under discussion with the comptoir, amounted to about forty-three mil¬
lions of francs. It was to enable myself to satisfy the exigencies of capital, that I have
always insisted on having the shares of the state and of the private stockholders ; for
without it, I would have found myself opposed to the impossible ;■ for I understand Eu¬
rope and business sufficiently well to know, that any serious man would have looked
upon me as an idiot, had I talked of raising such a capital and for such a work, by dis¬
posing of the shares at par. I would never have wasted a minute on the matter.
French railroads, with a guarantee of five per cent, from the government, issue, at two
hundred and fifty francs, their titles to five hundred. It is a well known fact. I make a
contract, which I had reason to believe ought to be respected by A'irginia. I did not
think it possible to be more exacting. The honor of the state and of the company were
bound- to procure the approbation of the contract. On the faith of this contract, at the
price of incredible labor and great expense, through every obstacle, I seek tlie realiza¬
tion of the project. I gather together more elements than are necessary to carry out not
one, but two such enterprises as the canal, and everything crumbles beneath a violation
of an essential, indispensable part of the contract. I have, in consequence of the mar¬
gin allowed me, made engagements which I would not have made without. AAthat am I
to say to my people 1 Instead of (everything considered) a small profit, there would re¬
main to us the prospect of having to pay millions of dollars to negotiate the capital.
16
Doc. No. 12.
"We will not and cannot do it. The retention of that article would do me an injury surely
not contemplated by the state. And what benefit can accrue to state or company by its
maintenance 1 None whatever. We are, I believe, agreed upon the main question—and
here is a mere matter of form, which would ruin all. There is no limit, as I told you, to
my will, but there is to my power, particularly in such a business. I promise, however,
to remain as moderate as possible as regards the nominal and the real capital. It is,
moreover, evidently to our interest to be so ; but we must have a margin, and not be
garroted by a clause which would prevent the formation of the capital. I point out the
danger, and appeal to your good sense and justice, that our convention maybe respected.
I do not say I will make use of the right given me by the contract to use all the shares
we have acquired. I will do for the best ; but I insist upon my right. It is necessary
by all means to revise that article 2. The legislature is doubtless still in session. Whether
the bill passes or not, a rectification must be had. Upon this point, let there be no other
than the true specification admitted in the article—that representing the real interest of
the state. Let account be taken of the interest of capital pending construction, of the
capital representing the "rente" to be paid the state, and of the million represented by
the half of the shares derived from the private stockholders ; and if a minimum capital
is established, let it be at least twenty-seven millions. I might accept twenty-six, but
less would be useless. They may, if they wish, make no allusion to the shares repre¬
senting the floating debt and the Kanawha appropriation: it is so much a matter of
course as to be useless, but the remainder also is a matter of course, and it has not been
put in. I therefore make no objection.
What I require, having always been the base and principal point of the negotiation, is so
legitimate, and so in accordance with the execution of what is understood in the contract,
that I do not doubt but that justice will be done me. Point out to your friends that
what I ask does not change, by a single iota, the position of either the state or private
stockholders, but it embarrasses and injures me; it attacks my rights and alters my
position.
Again, observe that the deductions from the article 2, as it now stands, destroy com¬
pletely my position as contractor for the work. All this has been lost sight of, and I
bewilder myself in endeavoring to comprehend it. We play in the affair quite a diflerent
role from that of a mere subscriber for the stock. We are under obligations to complete
the canal. That our risks are unlimited, is an understood fact, but no one has a right to
say to us, "we limit your profits ; you shall have this or that." That which we have is
our own affair; it was ceded to us by the state and the individual stockholders, to per¬
form what we have undertaken, with a clear understanding of our risks and obligations,
and of the benefit accruing to the state from the completion of the work. It would be
disastrous and incredible that such an affair should be wrecked by a mere mistake. To
say the least, there are evident unintentional omissions. Let it be rectified ; it is easily
done, and I entreat you will not lose a moment. I have acquired the support of Bel¬
gium; the duke of Brabant is devoted to me, and a strong friend of the project. In a
financial point of view, this is an immense gain. The duke will do much, and do
evertjlhing. I had commissioned a friend to take this ktep, but without results. I under¬
took it myself, and by return of courier I obtained what I asked for. For Virginia and
the south—in evmj point of view, commercial, financial and political—what I have done
and am still doing, is rich in useful results. There was no one in Europe who spoke of
the south, or undertook its defence ; the sonth was unknown and misunderstood as well
in the cabinets as among influential men. I corrected many errors-—said and caused to
be said many advantageous things. The south was only known through the north, and
Doc. No. 12.
17
she was judged by the bad opinion of the north prevailing throughout Europe. I say it
without pride, I have done, and will do much towards a favorable reception of the result.
Should there be separation, I have both in Erance and England friends who will work in
your cause—but what I desire is an end of the crisis. Such a state of things cannot last.
. Send me a dozen copies of the bill, pointing out such modifications as may be made.
Do not forget to have corrected what I complain of ; but if there be obstinate people in
the wa^ try at all events to have the bill so dratvn up as to preserve our rights intact.
Send me also half a dozen lithographic profiles of the canal.
Respectfully, &c., &c.
E. BELLOT DES MINIERES.
Thanks, nevertheless, for what you have done. The wrongs of which I complain do
not, I know, come from you.
[No. 2.]
Bordeaux, April 18, 1865.
My Dear Sir :
If you are in Richmond, and if, as I sincerely hope, the events of
the war have left you in a condition to attend to the affairs of the great work of which
you are the head, you will not have neglected to invoke French protection in favor of
the canal.
Permit me to call your particular attention to the letter which I forwarded by the
courier of the French consul at Richmond. Let nothing escape you.
Just as I stated in all the letters which I have bad the honor to address to you, our
intentions are unchanged, and as soon as calm is restored we are prepared to commence '
the work.
Be so obliging as to write me in reference to the canal, and yourself personally, for I
am not without anxiety, and I need not state that I have for yourself sentiments of the
highest esteem and sincere friendship.
Entirely yours,
E. BELLOT des MINIERES.
[No. 3.]
Paris, June 8, 1865.
[This letter merely congratulates Col. Ellis upon hearing through Mr. Paul of his
health and continuance at the head of the canal company. The writer repeats the assu¬
rance of his intentions to commence the fulfilment of his contract, undismayed by the
present state of the country.]
[No. 4.]
Paris, June 22, I860.
[The writer confirms his previous letters to Col. Ellis, particularly that of the 7th
instant, and distrusting the mails, refers Col. E. to his correspondence with Mr. Paul,
for his views, "in extenso," in reference to the canal. After repeating the anxious desire
3
18
Doc. No. 12.
of himself and associates to carry out at once their plans, notwithstanding the disor¬
ganized state of the country, he urges Col. Ellis to advocate their claim, if necessary,
and to insist upon certain modifications in the contract or charter, to the interest alike of
all parties. He concludes by alluding to the improvement of the Kanawha and Ohio
rivers, as a matter of course, and tells Col. Ellis to divest himself of all anxiety on the
score of money for the works.]
[No. 5.]
Paeis, Jmie 29, 1865.
[Repetition of the letter of June 8th, 1865, and contains no additional suggestions.]
[No. 6.]
Paeis, July 6, 1865.
My Deae Sie; •
I am without a line from you, and confess to some astonishment and
annoyance at it. I can see no reason for a silence which is detrimental to the canal and
to our own interests. We claim the fulfilment of agreements freely discussed and ac¬
cepted by both parties. We have not failed in any of our engagements. We have kept,
and wish to keep all of our promises, and even more. The present deplorable state of
Virginia is to us no temptation to exaction. We claim now, what we have always
claimed, the execution of contracts freely debated, consented to, accepted and written.
We invoke the respect due to the spirit as well as to the letter of these conventions, and
we rely upon the good sense and justice of your fellow-citizens. A contrary conduct,
to which we refuse belief unless forced to it by proof, would be as unintelligent as con¬
trary to the best interests of Virginia. We can and will accomjilish the great work as it
ought to be done, and from which.innumerable blessings must flow for Virginia and the
entire country. We possess all the elements necessary to that end; and with all respect
I assert that the whole Union ought to applaud and encourage, with all their power, men
who would assume such a labor, at such a moment of ruin and disaster, when the sound
of hostile cannon still lingers on the ear. To say nothing of right, may we not, in the
interest of your couhtry, invoke the active sympathy not only of the heads of your ad¬
ministration, but of all citizens who love their country 1 Instead of laying impediments
in our way, they should give us an active, energetic support. Hostility to men willing
and able to do so much for your country, would exhibit an incredible mental aberation.
I invite you to notify me at once of any difficulties threatening the canal and contract,
arising from the changed state of the country, or any other cause. Appeal to the good
sense of your fellow-citizens to remove any difficulties that may occur. Confer with the
French consul ; he has instructions from his government. In a word, do all that justice,
honor and the interest of your great state require at your hands.
Respectfully, &c.
E. BELLOT DES MIMBRES.
Doc. No. 12.
[ No. 7.]
PARIS; July 27, 1865.
We were delighted to learn la.st week, Jroni Mr. Paul, that the goveruor of Virginia
was favorable to the French company, and disposed to sustain its contract. The con¬
trary, indeed, would have surprised us, as an attack upon treaties, upon sworn faith,
upon liberty, and upon all that is respected among civilized nations. Still more, it would
have been an attack upon the most evident and imiiortant interests of the state. Tliis
question of the canal is little, even, badly understood by some of the most intelligent of
your countrymen. They seem to take no account of the immense and incredible diffi¬
culties which on every side surround the affair. The canal, in a scientific and financial
point of view, is full of difficulties. The canal, as it is, is nothing. It is, in my opinion,
money thrown away, if the aifair is not looked upon from a high stand-point, and carried
out with improvements, all of which are difficult and costly, and auxiliary to the main
question, but indispensable auxiliaries. So far, the canal question, notwithstanding the
opposition of railways (the Covington and Ohio among others), ^nd the difficulties
created by ignorance, prejudice, bad passions, and hostilities of all kinds, has not, I
repeat, been understood. It was a difficult affair, requiring uncommon energy and
means of action before the war, when the public debt was already so great as in a mea¬
sure to destroy that reasonable normal equilibrium which should exist between the
public debt and private fortunes, and when, particularly, Virginia was as rich, as pros¬
perous, as quiet, as is now the reverse It was a heavy, a difficult, a complicated affair,
requiring exceptional means. You know better than any one what it will be now, when
we take into consideration the social, political and economical condition to which Vir¬
ginia is reduced by the war. The country is totally ruined for a long time to come. The
frightful accretion of public and private indebtedness is to be considered. Labor is
wanting ; capital is wanting ; desolation reigns, and devastation has swept away'the most
beautiful farms and dwellings in the United States—those of that beautiful state, which
has the larger claim upon our respect, as her misfortunes were greatest. You are too
much a man of business not to conceive the incredible difficulties caused us by such a
state of things. The news reaching Europe for some time past is more and more disas¬
trous. All agi-ee upon the difficulties of reconstruction in the south. The decree of
confiscation produces the most deplorable effect. While I will not permit myself to
judge the conduct of the general government, I will say that its best friends—those who
have the prosperity of the Union most at heart—would wish that these measures, which
seem borrowed from another age, should be repudiated. Strength should be generous.
The question of slavery, the refusal of the blacks to work, and the conflicts between
whites and negroes, are immense obstacles to confidence. The social disorganization, th^
financial troubles, and the actual condition of the whole south, and of Virginia in par¬
ticular, have been rarely paralleled. We are for Virginia, and the canal, in her evil, what
we would have been in her good fortune. The difficulties are great, but we will sur¬
mount them ; but we must be aided, not impeded. On such a question there should be
neither federals nor confederates, Union men or secessionists. We should look to the
good of the country. The good to be done is in proportion to the evils sufiered. Upon
this ground all should agree, and all interests harmonize. France is the best friend and
natural ally of the United States. There is no opposition of interest, moral or material.
Let there be an alliance, based upon sympathy and commercial interests, mutually hon¬
orable and satisfactory, and all the states north, south, east and west will find in it ele-
20
Doc. No. 12.
nients of prosperity difficult to describe. A complete alliance betweei> France and the
United States would, in my opinion, have prevented the war of secession—a war which
would not have taken place but for passions inflamed on one side and the other by in¬
terests which I will not name. The canal is the best means of drawing still closer the
commercial ties between France and the United States. The only true policy now-a-days
is commercial policy. It alone is profitable. The peace of the world and the happiness
of humanity depend upon a cordial understanding between France and the United States.
The canal, I repeat it, is one of the best means of cementing this cordiality. If- Gov¬
ernor Peirpoint is, as I believe him to be, an able man, and loves his coimtry, he will
understand this. He can surround his name with a- halo of glory as pure as it will be
fruitful of great and useful results.
Jealousy and rivalry are generally without real cause. So it is in the present case.
The whole of the states and the entire world are interested in the completion of the
canal. Let men of head and heart sweep aside all ill-founded opposition, and success
must ensue. Let me entreat you to seek support from all the honest men in the land.
We have a perfect appreciation of what we can do for your country, and how much it
needs it, but our pretensions are not increased—they are modest. We only ask from
Virginia now, what we asked, and she accorded, in the days of her prosperity. We sim¬
ply ask for respect to conventions. It is difficult to be more moderate. We see the good
to be done. By aiding us with all its power, the present government of Virginia will be
acting in accordance with its present official course ; and nothing can aid it more effec¬
tually in the work of conciliation and peace, than the benefits to flow from the finishing
of the canal.
Very truly, &c.
B. BELLOT des MINIERES.
[No. 8.]
Pakts, August 9, 1865.
My Dear Sir ;
I have your letter of the 11th July last, and hasten to reply. I take
the greatest pleasure in hearing from you directly, but will not conceal the fact that
several passages in your letter caused me as much surprise as pain. I pray you will
permit me to express myself with all the frankness and freedom warranted by the great
interests in question. I entertain the greatest and most sincere esteem for your charac¬
ter, but I need not dwell upon this. If I am compelled to qualify, as they deserve,
certain acts, and to denomice certain machinations in strong language—I speak of things
and not of men, and you, personally, above all, are entirely out of the quesfion, for you
have given me too many proofs of loyalty and cajiacity, to permit me to associate you with
the people and ideas to which I allude. But we Frenchmen call things by their names—•
"a cat is a cat," and a spoliation is a spoliation, I would be derelict to myself, and the
great interests confided to me, were I, through a mistaken susceptibilty, to hesitate to
describe things as they are; to call things by their true names; to point out the conse¬
quences of hostile manœnvi-es, and the importance of their being checked at the earliest
moment possible.
I reply to your letter item by item.
The Fiench consul, you say, informs me that his official instructions are to the effect that
the government of the emperor has not withdrawn its moi al support from the canal scheme
proposed by MM. Beliot des Minieres, Brothers & Company, &c., and that tlie French
Doc. JSTo. 12.
21
minister at Washington has also received instructions to the same effect. Permit me to
re-establish a fact of very great importance to us. The words "eanal scheme proposed"
imply quite a difterent idea, and also a different position as to law and fact, from that
warranted by the ministerial dispatch of M. Droun de L'Houys, now before me. In the
first place, the government does not say that it "has jiot withdraim its moral support."
It states, on the contrary, that it eontinius to us its moral support—a more significant ex¬
pression, as it implies an examination and study of the subject. After explaining the
motives for so doing, the ministerial dispatch continues in these words : " In accordance
with the desire of the minister of agriculture, of commerce and of public works, I have
again recommended the French interests engaged in this work to the solicitude of the
legation at Washingtion, and to the consulate at Richmond." Mr. Alfred Paul did right to
communicate to you ray letters of the 18th and 26th of April, and you did well to confer
on the subject of these, and the letter addressed to you on the 22d, with Governor Peir-
point. The governor's cordial support to the plan for fini.shing and enlarging the canal
gives us great satisfaction ; nor do we object to the opinion enunciated bj' the governor,
that further legislation is indispensable, if that legislation is to give us the modifications
so often asked for to the charter; but if it is to question our rights or contest the va¬
lidity of the contract and the charter, we do object. We concede to no private indi¬
vidual, corporation, state or states, federal government or state government, the right to
criticize, attack or question, under any pretext whatever, our proprietary rights in the
canal. It was legally acquired, and it becomes ours by the fulfilment of conditions mu¬
tually agreed upon. We are prepared to fill ours, and we ask for the execution of the
contract and the charter. At the instant when peace is established, and your civil rights
restored, we resume precisely the position we held on the 31st March 1861, the day when
the charter was promulgated which confirmed to us the cession of the canal, which, by
the terms of the convention, is to be administered in our name until the moment when
the company can make us the legal transfer. Independently of equity and morahty, let
us remember that the English, the American, and more particularly still, the Virginia
Code, recognizes two titles to property, which, though distinct, are equally valid—the
legal and the equitable. We claim to hold by both, though we admit that the legal title is
held in trust by the board of public works until we take possession. But our title in
equity is beyond all dispute, and nothing can deprive us of it, short Of a renunciation,
which we are not at all disposed to give, or an adverse judgment in the coui-ts of law,
which we will resist with all our power. Observe, that even without the charter, which,
however, we invoke in our favor, our right is made clear. By the terms of article 12 of
the contract we are allowed six months, dating from the passage of the charter, to com¬
mence bona fide the work. Thc.?e two words "bona fide" are decisive in our favor; for
law, justice, equity, reason and common sense all indicate and require you to admit that
the delay was caused by events beyond our control. Moreover, you have never given
us the notice, required by both the English and French law, preliminary to a declaration
of forfeiture. AVe even pray that yon may do so. for we are ready to comply with the
terms of the contract and the charter.
So much as to the question of i-ighf. AVe wish now to state distinctly that we are will¬
ing and anxious to use all honorable and reasonable means to come to a good under¬
standing; and what we have said in defence of our rights will not, w^e hope, be consid¬
ered a want of deference to the Virginia legislature, for which we entertain the pro-
foundest respect.
AVe insist the more strongly upon these considerations because you continue your re¬
marks relative to the opinion of his excellency by saying, "his opinion is, however, that
22
Doc. No. 12.
further action is indispensably necessary on the part of the general assembly, the cotdi-
tiom of the contract not having been complied with on your part." This we deny. The allega^
tion is erroneous in law and in fact. ■ We perceive, with pleasure, this assertion is the
governor's, not yours, and I flatter myself that you instantly pointed out to his excel¬
lency his mistake. What conditions imposed by the charter have we failed to fulfil 1
The 31st March 1861 is the date of the charter, and war breaks out on the 12th of April—
less than two weeks after. Was it possible at such a moment to pay down a considerable
sum in specie, and to subscribe and procure to be subscribed one hundred millions,
pending such a war, and in such a country 1 Could we be asked seriously to commence,
or be reproached for not commencing, such a work during such a war, and in such a
country 1 And are we to be reproached with failing in our engagements, because we did
not do if! Such exactions, such incredible pretensions would be the climax of folly.
It would be monstrous in a triple point of view—in reason, in law, and in equity. But
the jurisprudence and morality of all comitries oppose such a doctrme. Common sense
and justice alike condemn it. By what right can it be said that we have not complied
with our engagements, or failed in our promises 1 We have done a thousand times more
than the mere sticking togeUier of rock and mortar. We have-been incessantly engaged
in a material and moral way, not easily described with the pen. We have done an hun¬
dred times more for the destiny, the amelioration and general good of the state of Vir¬
ginia, by our labors, by our expenditures, by our devoted and indefatigable exertions to
make known and popularize your country and the canal, than could have been hoped for
or expected ; and this labor will prove useful and productive to the canal, if Virginia
(and we doubt it not) acts loyally with us. To sweep away suspicion, ignorance, preju¬
dice, hostility, and other barriers to success, was not the work of a day. All these labors
would be brought to nought by an act of bad faith. The sympathies, the numerous and
powerful forces which we have rallied around this great work would be changed to dis¬
dain, contempt and disgust ; for the men who have witnessed our incalculable etforts in
favor of the canal and your state, would disdain to have any thing in common with the
one or the other. Virginia would commit, in their eyes as in ours, an act of monstrous
iniquity, as unintelligent as ungrateful; for there are questions, which I need not treat
of here, which also have their value, and which will be duly appreciated when political
passions are appeased.
In a legal point of view right is on our side ; but there is a consideration of greater
weight, and still more decisive influence with honest juries and upright judges, in the
interpretation of contracts and conventions, and tliat is, the animun of the contracting
parties. Now, what was the intention of your stockholders, of the governor, of the
board of public works, of Mr. Ellis, of the assembly, which ceded the canal by a vote of
11,338 out of 11,335, of the chamber of deputies, which granted the charter by a vote
of 115 out of 117, of the senate, which gave it the unanimous vote of 56, and of the
general assembly, which, in voting an extension of time, gave a moral sanction, if it
did not add to our legal right ! Could it have been the intention of all these parties to
withhold the canal from us under special pretexts, and to invoke the war as a cause for
withdrawing with one hand what they gave with the other, or did they intend we should
finish the canal according to our own plans 1
Virginia would dishonor herself—she would fall in the esteem of America and Europe
were she to resort to subterfuges so unworthy of her. It would be a shameful, an igno¬
ble spoliation—a stain, which would blot out the brightest pages of the history of which
she is so justly proud. The material and moral effects of such an act would be incalcu¬
lable—it would admit of neither palliation nor extenuation, and it would be recorded in
Doc. No. 12.
23
history as an act of dishonor, pregnant with aggravating circumstances, and it would
have the most disastrous influence upon the country and canal.
Let us hope, then, we will not arrive at such results, especially as his Excellency Gov¬
ernor Peirpoint is disposed to recommend our case favorably to the general assembly.
We feel the more assured, as we rely upon your integrity, your enlightened patriotism,
and your approved business talent and knowledge of afiairs, to sustain our rights and
interests, which are those of the canal and of the state itself ; for what can tend more to
reunite parties, to appease sectional hatred, to substitute order for disorder, than the
restoration of the canal to a unily, such as it was when ceded to us, and becoming, by
and through us, what we propose to make it 1
We thank you sincerely for your intention to apply, through the governor, for a re¬
newal of the charter, with the modifications asked for. I will retuim to the question of
.modification. I arrive now at a point in your letter of considerable importance. You
tell me, " a new and important fact, however, comes in materially to aflfect this interest.
Virginia, it is alleged, no longer possesses her ancient boundaries. The president and
the supreme court of the United States, and the governor of Virginia, it is said, recognize
that a new state has been formed within the jurisdiction of this state, called ' West Vir¬
ginia,' comprTsing several of the counties through which the James river and Kanawha
improvement passes—so that I presume it will be necessary that the charter of the Vir¬
ginia canal company, heretoforo granted, shall be revised by the general assembly of
West Virginia, as well as that of Virginia. I will oiœn a correspndence with the governor
of West Virginia," &c. You will understand that I am held to extreme caution in any
expression of opinion upon the division of the state of Virginia. I will confine myself
to the expression of the hope that the measure is transient, the fruit of political passions,
and based upon the idea that certain interests suffered from that imity in the state which
is so fruitful in advantages of all kinds. When calmness is restored, the act of separa¬
tion will be repealed. Be that as it may, we can understand the sentiment, respectable
in principle, as they view it, which led certain men to desire a partition of the
state of Vii-ginia, but from the moment when this division affects our interests, we cannot
be silent. For the present, we will content ourselves with remarking that, however
respectable and worthy of attention the opinion of the chief justice of the United States
and of the governor of Virginia may be, the constitutionality or legality of the division
of the state of Virginia is controvertible. Right and truth are one, and above the reach
of mere political interpretation. In a constitutional point of view, in such a question,
the opinion of a president or governor may be simple personal opinion, without the force
of law, and powerless to render legal that which is illegal. The opinion of the supreme
court might be of greater weight ; but that court derives its existence and its power
from the constitution ; and no court has the right or power to act against evident evi¬
dence. No court, however elevated it may be, has the power to declare a square a circle,
that one and one make but one, or that white is black.
While we explicitly disclaim any intention to judge of the legality or constitution¬
ality of the creation of a West Virginia, we assert that, calm once restored, and the
question examined as one of right, the question may be settled very differently from
what it might be under the pressure of political passions and partisan politics. We re¬
peat it, as our sincere conviction, that it is to the interest of the two divisions of the
state to reunite. There is among nations a jendency quite the reverse of the doctrine
Which would separate Virginia from the West—it is to unity. We will even pass over in
silence the consideration that the admission of the right of a state to divide itself would
be an explicit recognition on the part of the federal government of the right of secession
24
Doc. No. 12.
claimed by the South. I speak, you will observe, in the abstract, and don't wish to be
understood as uttering a single word of blame or approbation, in one sense or the other ;
but I cannot avoid remarking, that while the constitution is silent upon the right of a
state to secession, it is not so upon the question of the partition of a state, and its ad¬
mission into the Union. Nor would I allude to the separation of Western from Eastern
Virginia, if it did not, as you state, afiect the question of the canal. It is of no conse¬
quence to us, however, as affecting our rights, that political necessity should have led the
United States to the partition of Virginia. That is not our affair. Our right is still with
us, and would remain intact, were Virginia parcelled into four, or any number of frac¬
tions. Our right is anterior, and superior to all this ; and it would be a singular and un¬
justifiable doctrine—a doctrine without precedent, as it would be contrary to all law,
legal, moral, reasonable, just or equitable, which would pretend that an act posterior to
the division of a state—even were that division perfectly legal, constitutional and beyond.
criticism—could destroy or even weaken the effects of a law passed by the state, in its
double qmlity of private proprietor and sovereign capacity.
Our contracts are anterior to the war and -the division of the state, and it would be
puerile and absurd to set up the pretension that the fact of this division can weaken legal,
equitable and moral rights previously acquired. Admit that everything relative to the
constitution of the new state is perfectly legal : no law can have a retroactive effect.
The partition of the rights or powers of one of the contracting parties cannot destroy
or even lessen the rights of the other. Our right is one and indivisible. It is of small
consequence whether Virginia be fractional. We bave our right, or have not.
Our contract and the charter are available, or they are not. If they are as re¬
gards the Virginia of the East, so they are as regards the Virginia of the West.
The Virginia of the East is bound, or it is not—now, we affirm, and prove that it is
bound. If Eastern Virginia is bound, and a fortiori, the entire state is bound, and we
establish the fact, the Virginia of the West is equally so. To affirm the contrary, would
be a negation, a systematic, deliberate negation alike of right, of common sense, of ,
equity, of reason and of logic. But here another question arises. Let us admit, for a
moment, that West Virginia is not bound : what has that to do with the question of right 1
To discuss the question of right, we will, momentai'ily, the questions of honor and equity,
which, for a state like Virginia, ought to dominate the strict right, even if it were lite¬
rally against us. Our action, our right of property, are derived, not from the charter,
not from a recognition by the entire state of Virginia, or Eastern or Western Virginia,
but from the contract entered into with the stockholders—stockholders of which the
then undivided state was one. The state acted by the only title by which it could act—
that of a stockholder. In making the cession of its shares, it made the cession of all the
proprietary rights attached to them. We might, if necessary, as is stipulated in the con¬
tract, dispense with the charter. The stockholders, be they who they may, of Eastern
or Western Virginia, or elsewhere, are boimd hy the contract. By what right does a state,
old or new, insinuate itself into conventions eminently of a private character 1 And by
what right (the first instance perhaps in the history of the world) can a state not only,
thus intervene between private parties, but actually, in its sovereign capacity, modify in
any particular what is, beyond all dispute or cavil, eminently a private contract between
individuals. Consult the attorney general ; the most distinguished lawyers. We believe
that any man acquainted with the A B C of the legal profession, and who is not volun¬
tarily blinded by passions systematically hostile, will say that we are indubitably right.
What I have said of the respect in which we hold any constituted political body, tbe
legislature of Eastern Virginia, I repeat it for Western Virginia, if that state is main-
Doc. No. 12.
25
taiued. But while we renew our offers to accept all honorable means of conciliation—
while we affirm our sincere desire for a friendly settlement of all differences—we accept
an intervention on the part of West Virginia only upon the formal reservation of all
of our acquired rights, and under the express condition that, in consenting to it, we do
not recognize, directly or indirectly, any state of things that can in any way weaken our
legal, equitable and moral rights. We insist on this question of equitable right as at
least equal, and often superior to purely legal rights before American tribunals, and
always so in the eyes of honest men of all countries.
We only ask for what is legal, honorable, equitable, and, above all, for what is just—
and this condition contains all the others. We claim but our right, and that right unal¬
tered in any respect, unless by our free consent. It would be with a sense of the pro-
foundest regret and pain that we would have recourse to the American tribunals, and
appeal to that protection which evei-y government owes to its citizens, and which, with
the French government, never fails. If, through the bad faith of shameful envy, as blind
as it is ill-inspired—if, through an inexcusabie lack of probity, we are placed in this dis¬
agreeable alternative, we will defend with an inflexible energy, only equaled by the im¬
movable conviction of the justice and strength of our cause, our rights and the nume¬
rous and respectable interests confided to our care.
Here is another consideration, to which all I have heretofore said applies. I call all
your attention to this fact, wùich you point out to me ; and I beg of you to look at it in a
triple point of view—of honor, of the sacredness of engagements, and the embarrass¬
ments to the aftair necessarily growing out of it. If the question is not honestly and
resolutely decided, in a sense to silence forever an unjustifiable envy, based upon the
most profomid ignorance, which could only succeed by means of odious acts and a
shameful spoliation, dishonoring to your state, and ruinous to the canal, and to all con¬
cerned in such an infamous transaction. If this iniquity were accomplished, it would
arrest for centuries the material progress of your country, and for a long time the finish¬
ing of the canal ; for those who attack us are far from suspecting the indomitable energy
with which we are endowed, or the value and strength of our means of defence. We
would raise a storm about them that they could not quiet. We would give them so se¬
vere a lesson as to disgust them from meddling with what belongs to others, and parti¬
cularly from attacking the property of people who recognize no other master than God,
their consciences and justice, and who will never despair of success while they have
right and equity on their side. No, not even were the whole American continent against
them. Such an act would put your country under the ban of Europe, in a financial
point of view, and on the score of immigration. It would be a great economical error
to suppose that Amei'icans, tempted by the metallic riches of Mexico and California, or
the richer lands of the cotton states, will settle in any number in Virginia. What your
state wants is European immigration, and that will fail you should we be attacked.
Another question ; Human nature is not to be changed in a day, and it would be a still
greater error to believe that one or two false and hostile articles, published by journals
without influence, could in an instant modify American opinion upon the Virginia canal.
There is nothing new in the announcement to the cormtry that the Virginia w-ater line is
the shortest, most economical, and in every way the best in the United States—that has
been repeated to satiety before the war. The Americans of to-day are neither more
stupid or more intelligent than tho.se of four years, ago. It would be a mistake to sup¬
pose that the war had developed a new revelation in reference to the Virginia canal.
The whole thing, I repeat, was perfectly known to all intelligent men engaged in com¬
mercial affairs or public works in the United States, and they are in large number.
26
Doc. No. 12.
Much has heen written and rewritten upon the Virginia canal, by the highest authori¬
ties—authorities such as McAlpine and others—authorities of a far higher value than
that of a few ignorant speculators, totally without influence, financial or otherwise. The
question is not that the business world of New York, of Philadelphia and Baltimore
should think the canal a good speculation, but that it is to be benefitted by it, and that
it is to injure neither the commerce or property of those cities. This is one of the true
lights in which the question should be examined—one of the most delicate, diflScult and
indispensable to surmount. This is why the canal, though always as well known as now,
has always failed—and hence it becomes necessary to have recourse to Europe. For an
hundred individuals in the United States, who would contribute |100 to the canal, or do
anything to advance it, there would he thousands of bankers, traders, merchants, ship¬
pers, directors, presidents and shareholders in railways and canals, who, fearing the ca¬
nal might in various ways damage their diflferent interests, could make to it a fatal oppo¬
sition. To attempt to check us now, would be an act of political and commercial insa¬
nity. It would prove the ruin of the work, and the stoppage of that material progress
so necessary to Virginia to repair the sad effects of the war. The clearest wisdom coun¬
sels the avoidance of irritating and public discussion on üie subject of the Virginia canal.
The more clearly the superiority of the Virginia work is proved, the more thoroughly
you arouse the active hostilities of all parties interested in rival works and corporations
against the canal and against the state. On this question we entertain our own opinions—
we condemn all commercial jealousies. The competition in the greatest number of cases
is more apparent than real ; but your fellow-citizens generally, particularly those of the
North and East, are not familiar with these economical truths—and the superiority of the
canal once demonstrated, their sectional as well as commercial hostility will be aroused,
though there would be in truth no ground for the latter. That which at the North and
the East constitutes the industrial, commercial and financial power, was and is firmly
convinced of the superiority of the Virginia line. This power, from ignorance of the
true principles of political economy, would be wielded,against the canal rather than for
it, by the benevolent expenditure of immense sums for its achievement. With these false
notions of political economy, the fate of the canal might be doubtful ; hut we come in
with our claim of rigid—and we doubt not that we will crush out any attempt at the for¬
mation of a company which would attempt, by an odious act of spoliation, to defraud us
of our rights. It is of small importance that the attention and envy of certain specula¬
tors has been aroused by the value which they set upon the canal. We prefer, for their
honor, to believe that they are ignorant of our legal and moral rights. But if, from the
moment they are warned, they should persist in a project which we can only qualify as
eminently dishonest and inconsiderate, and which can have no chance of success, we will
consider them as alike dishonest and incapable, and to be dealt with as such.
You have been called on, you tell me, to. furnish information relative to the formation
of a rival company, and you have thought it your official duty to supply it. I imder-
stand perfectly the considerations which dictated your conduct in the matter. We would
have desired, however, that while furnishing this information to the parties, you had
added this important observation, that the canal had been legally ceded to us, and that
our rights were as evident as the sun at noonday, and that they were losing their time.
The canal is ours ; it is our property ; I have established the fact in the letters I have al¬
luded to above, and to which I refer you. The people you allude to, in rmdertaking to
defraud us, undertake a labor about as easy and as likely to succeed as the emptying the
ocean with a nutshell.
These gentlemen would appeal to the S3-mpathy of the United States, with a view to
Doc. No. 12.
27
finish the canal, " even upon a scale much greater than that which we propose.'' I will
not dwell upon this point ; hut if these gentlemen—or no matter who—were to propose
to dig a canal as wide and as deep as the Oronoco, it would not diminish, by an iota, the
ralue or the strength of our right. But I will now examine this qttestion in a practical
point of Tiew.
IVell, to use a patjiamentary expression, it is simply au error. Let us even say, it is a
gross absurdity. Is it to be supposed that the United States government, overwhelmed
as it is with every possible financial embarrassment, would grant so heavy a subsidy as
such a work would require, when those having every legal and moral right to do so,
claim and assert their privilege to finish this same canal without any subvention what¬
ever! When, to accompbsh this famous scheme, it becomes necessary to squander enor¬
mous sums, to commit an iniquitous act of spoliation, Mr. McCuUoch, the financial
minister of the United States, would refuse to recommend or encourage such a propo¬
sition. For argument sake, let us suppose the secretary of the treasury were to sustain
the scheme. President Johnson, as an honest and capable man, would condemn it but
if he did not, we have reason to believe that the diplomatic remonstrances from several
European powers—^for there are numerous and powerful interests, other than Ereuch,
engaged in the question, and the observations of many eminent Americans, without dis¬
tinction of party—would open the president's eyes to the deceit, and he would refuse to
sustain such a cause, for it would be the commission at once of a had action and a mis¬
take. What chance, moreover, would such a law stand with congress? Would the
radical republicans vote for a work, in their opinion, exclusively southern? Would not
the democrats, who deny to the government the right of subsidizing works of internal
improvement, vote against it? Would not commercial antagonism, and jealousies of all
kinds, already referred to, prevent the representatives from New York, Marvland, Massa¬
chusetts, Pennsylvania, &c. from giving it their support ? Would not all the interests
of whatever kind, political and commercial, band together to oppose such a bill ? What
chance of success for a law opposed by such various and powerful interests ? I will
pass over another consideration, which is not without its importance. It is, that, in a
constitutional and legal sense, the congress of the United States has as much right to
dispose of the Virginia canal, or interfere in any way with our contract or charter, as we
would have to dispose of the canal which irrigates the flower-beds of the emperor of
China.
It is proposed to enlarge the canal on a yet greater scale than that stipulated for in
our agreement. Well; upon this point I deliberately and explicitly state that it is a
scientific, a financial and practical absurdity. That which we propose, and which was
accepted, is what is necessary, and all that is necessary. If more had been required, we
would have been the first to propose it. More would have been not only useless but
injurious. There is no reason for any greater enlargement now. Not only would it
cost incalculable sums, of which the authors seem to have no conception, but the whole
system, badly understood and carried too far, would lead at once to the ruin of the
whole atlair.
Such questions should be seriously studied by settled, scientific and economical rules,
a departure from which leads to irreparable error. To say nothing of the management
or regime of water, which is an important subject, there is one criterion it would be
illogical to ignore ; it is the question of possibility, of consummation, of the outfiow of
commodities—an immense question, which the men you speak of do not seem to under¬
stand, and to which I assert they have not the means of giving a practical solution.
Their action in this regard amounts to nothing, whereas ours is almost omuipotent.
28
Doc. No. 12.
I do not say that it is impossible to adopt, by indirect means, a wise and practicable
system for enlarging the capacity of the canal, even upon a greater scale than that in
question, but it is a work of time, and cannot be taken into consideration in what it is
now proposed to do. It is an entire system, based upon the study of the question, and
upon means of action beyond the reach of the people to whom you allude. To under¬
take to do it oft'-hand, would be certain ruin—^would be lightly risking the future of the
canal, which, after the waste of incaculable sums, would have to be diminished in size,
and in a measure reconstructed. There is a difBcult " regime " of waters to create and
establish in a mountainous country ; there is a system of navigation for the Ohio, upon
which millions may be squandered through false calculations. As regards hydraulic
works, the engineer does not live who can rely upon his calculations. The regulation or
domination of fluvial waters is a problem yet unsolved by science. Now, without an
equivalent improvement in the navigation of the Ohio, the canal is a bad, not a profitable
operation. Returning to what I was saying—to venture on such an experiment, before
insiH'ing the existence and success of the work by grave, serious and practical study,
would be an inexcusable fault. We have the advantage over these theorists, of knowing
the weak and the strong side of the question. We are familiar with difficulties which
would appal the boldest, did we not at the same time present the means of surmounting
them.- We do not possess science by intuition; neither do other people—and before
they know the question as we know it, they must have studied it under every aspect, and
for years, as -we have done : they must have labored as we have labored, and have had
the benefit of the advice we have received—otherwise, they would expose themselves to
dangerous miscalculations.
The idea of obtaining a subvention from the United States is, then, in itself, chi¬
merical, even supposing that we did not do our utmost to resist any such infringement
of our rights. The next question is, to oppose to us, I -will not say a competition, but
an attempt at spoliation, without the aid of a subvention. This would be quite as diffi¬
cult—indeed, utterly impracticable. The entire Union is too much exhausted financially
to furnish the immense capital required by the canal. No one has an idea of the sum
demanded by such works. It is very far from being what certain persons believe. Im¬
mense, however, as is the sura, it is a trifle compared to that really required. Also, do
we shrug our shoulders at the belief that we make such great profits out of the affair.
The heaviest punishment that we could inflict on our antagonists would be to allow them
to embark in this affair on such data. No one seems to take into consideration the risks
which we run, and our devotion. No one has asked himself the question, Will the canal
require three hundred or one himdred millions for its completion I We have our opinion,
and-the elements for appreciation which no one else can possess. We will and can make
the canal precisely, because we are not moved by the question of money or pecuniary
interest ; because -we take into the calculation the sacrifice -u-hich -n-e make, if necessary,
without hesitation, not only of all profit, but even of all remuneration for our labor and
profits as contractors. We have indirect advantages, for instance, as the proprietors of
lands, such as no one else has. We can, moreover, do the work more economically, and
by means, we venture to say, that no one in America can command. Without assenting
absolutely to a remark made me by Governor Wise, when endeavoring to induce me
to lower our demands, " that we Frenchmen would expend one dollar w-here the Ameri¬
cans would expend three," I affirm, without disparágement to Americans of the trade,
who have their mode of proceeding (each people has its gifts—the Arab is more abste¬
mious than the Englishman ; Jews are greater calculators than any other race)—that we
can accomplish, with greater economy, the same sum of the work in question. We
Doc. No. 12.
29
admit that upon other points Americans may prove our superiors. Notwithstanding this
economy, I say to you, and I can easily justify it, that the amount of capital really ne¬
cessary (amount very different from what the public believes), modifies the question
very materially—and it would show little intelligence not to give us credit for it, and to
estimate the value of the service rendered by men who understand this difficulty, and
who possess the means of surmounting it by abnegation and devotion to the cause—
profits indirect rather than direct, by economy, by a greater industry and the employ¬
ment of means of action altogether exceptional. Not to give credit for all this, would
betray as gi'eat a want of intelligence as to believe that men are capable, without the
necessary examination, and without the least of the numerous means indispensable to
success, to undertake this work, and that they have the right to seize upon it to the pre¬
judice of the most sacred rights, merely because they covet it, and because they had
heard that some Frenchmen had thought it a good operation. A man might as well
claim a picture, and to he thought capable of painting it, because he had heard a good
painter praise it. Let us never lose sight of the fact, that the canal question is sur¬
rounded with difficulties. We are neither pessimists nor optimists, but we do not
hesitate to declare that a blind optimism—an unjustifiable confidence in such a ques¬
tion—would prove the ruin of the canal, and would change certain success into sure
defeat. The United States^ exhausted as they are, could not supply the capital. The
doors of every money market, particularly those of England, wCuld be closed upon
them, as was the case uith Spain when she treated unfairly the holders of her deferred
bonds—and Spain was forced to an indemnity.
Upon our representations, the doors qf the stock exchange would be closed on any
company presenting itself under the conditions of the company to which we allude. At
the same time, we would make the most vigorous defence of our rights before the fede¬
ral courts, and several European powers would make vigorous diplomatic remonstrances.
We would apply for a caveat upon the canal, and fake all the legal steps that may be
necessary. To attempt to find the capital out of Europe, is a question hardly worth dis¬
cussion. Let us admit, however, that the attempt will be made. We find it difficult to
believe that honorable American bankers and capitalists can countenance an action con¬
demned by the stock exchange and the principal European hankers, for we would not
hesitate to address them, and to every board of trade, a circular setting forth our claim,
and calling for a jury of honor, our cause being that of right and justice, and interesting
to the whole business world. There is not a respectable American banking house that is
not more or less connected with the European hankers, several of which are interested
in our project. We will neglect no social influence or legitimate means to bring the
whole banking power of Europe to support us in resisting an infamous spoliation. A
judicial struggle can only result in the ruin of a rival company, and in long and ruinous
delays in the final completion of the work. If I had ever thought that our right would
be que.stioned, I tell you frankly, that we never would have undertaken the work ; but at
the point to which we have advanced, after so much labor and expense, it would be a dis¬
graceful weakness to abandon so just and respectable a claim. Let it be well understood,
I repeat, that we put you, and many othei-s of your honorable countrymen, entirely out
of the case. There would be no discussion or difference of opinion, if the question were
between you, them and ourselves ; huí we take into consideration the bad passions of
other people—men from whose presence all countries, even the most favored, are not
exempt.
It is with satisfaction that we read the lines in which you state, " I must say, that I
feel myself bound in good faith, so far as I may be permitted, to adhere to my provi-
30
Doc. No. 12.
eîonal agreement with you, which has heen temporarily set aside, as I understand you tQ
claim, only by the fact of war."
What you c&W provisional agreement has, hy the fact of the charter, become definitive.
Nor must you separate one from the other, for they mutually give great force. The ex¬
pression " set aside," though mitigated by the word " temporarily," let me respectfully
observe, appears to us somewhat objectionable. We have never set aside, for a single
moment, either the contract, the charter, the canal, or anything connected in any way,
directly or indirectly, with the canal. We have heen constantly at work upon them.
You are perfectly right, and we applaud you for stating, in winding up your letter, " that
in encouraging our enterprise, you represent, sincerely and honestly, the interests con¬
fided to your charge, and that you act as a good citizen in introducing ioreign'labor,
sympathies and capital to repair the devastations of a terrific war, while the enterprise
offers great advantages to those who thus come to the assistance of your native state."
Yes, certainly, these are some, and of the best of our titles to your kindly sympathy,
and to that of all honest and enlightened Virginians, whether they be of the North,
South, East or West of the state.
Mr. McCulloch is a financier, well versed in the principles of political economy ; but
he need not be so, to understand how important to the well-being and prosperity of the
United States in general, and to Virginia in particular, would be the addition to a specie
circulation, too resSricted even in more peaceful and prosperous times, hundreds of
millions of foreign coin. But the money question is nothing compared with other indi¬
rect advantages accruing to Virginia from the canal, as we will make it. Honor as well
as the interests of your state require that our rights should be respected.
I pray you to use all the influence so justly awarded to your honorable character, and
also to appeal to your friends, to all the honest men of your state, and to all who are
friendly to justice and their country, to cause the voice of reason and of honor to be
heard.
Should we withdraw, it will prove a real misfortune to Virginia ; for it might replunge
the canal into embarrassments which a sad past has taught it to know and feel. It would
be a strange error to suppose that the war, in ruining everything, had simplifled a ques¬
tion bristling with antagonisms, jealousies and hostilities of every description, even when
the country was calm, rich and prosperous. We have learned, by experience, by labor,
by incredible difficulties, encountered at every step, that it is not as easy a question as
many imagine.
The interest of your country is to discourage all scheming that may cause embarrass¬
ment. I have already told you, and I repeat it, so far from putting impediments in our
way, it is to the interest of your coimtry to afford us every possible facility. Union is
strength. Let us united therefore, and success is certain. Let there be between the canal
and us none of the discussions, by which rivals might profit, to the detriment of all.
Be so good as to receive the renewal of the assurance of the high esteem and respect
in which I hold you, &c., &c.
E. BELLOT DBS MINIERES.
Doc. No. 12.
31
[No. 9.]
Paris, August
[Reiterates and confirms his letter of the 9th of August, and engages Col
every proper exertion to influence puhlic opinion in favor of his project.]
[No. 10.]
Paris, September
[ Deprecates any opposition to the contract with the new company ; urges
combat it—almost a verbatim repetition of his letter of the 17th August.]
[No. 11.]
London, October 12, 1865.
My Dear Sir :
I have had nothing from you since your letter of the 11th July. I
perfectly understand the difficulties suscitated by the present political status of Virginia,
and the delicacy of your position. You are thoroughly acquainted with men and things
in your country, and no one can solve so satisfactorily this question of the canal. I
confirm fully all that I wrote you on the 6th of August. The more thoroughly you ex¬
amine that letter, the more thorough will your conviction be, that we are right. I could
easily add other and powerful considerations to those presented to you in that letter.
Use all of your skill and influence, and they are both great, to bring to a favorable issue
the difficulties caused by the partition of the state. Our cause is that of the canal. Our
right is incontestible, and in harmony with the true interests of the whole state. Not¬
withstanding these additional embarrassments, we are ready and willing to carry out our
part of the agreement. Capital is, I assure you, infinitely more difficult to be obtained
than is imagined by the competitors to whom you allude. We, however, can command it.
Write me, officially, that your company is prepared to fulfil its engagements, and we will
go to work at once, unless prevented by a renewal of the civil war. Make me simply
this statement by the return courier. It commits to nothing, and wounds no suscepti¬
bility—and X will guarantee that we will soon get rid of all opposition from whatever
source.
Very truly, &c.
E. BELLOT des MINIERES.
[No. 12.]
London, October 19, 1865.
[A repetition of the letter of the fith September 1865. Expresses à willingness to
accede to any reasonable measures of conciliation, if any be necessary, to reconcile con¬
flicting interests; but expresses a determination to appeal to the courts to vindicate any
rights that may be attacked or denied. Urges Col. Ellis to write more frequently.]
17, 1865.
. Ellis to use
21, 1865.
Col. Ellis to
32
Doc. No. 12.
\
[No. 13.]
London, November 7, 1865.
My Dear Sir :
On the 15th October, the French consul informs me of the spirit of
the interview had with you, and tells me that you are favorably disposed to the mainte¬
nance of our reciprocal conventions relative to the canal. We expected nothing less
from your good sense, your probity, and your patriotism. We will not conceal that we
are dissatisfied and hurt at the Dutchman's quarrel which some people seem disposed to
pick with us ; and if we had encountered in you the same spirit which is displayed by
certain of your fellow-citizens, we would have broken off short, and made an appeal to
justice and to all other proper means, to decide the question. While we make allowances,
great allowances, for ignorance, bad passions, and interest misunderstood, we cannot
avoid seeing, with pain, the attacks of which we are the object. It is asserted we have
not fulfilled our engagements. Which 1 Have the company or state, during the war,
formalized any complaint of the kind 1 Did such an idea ever occur to any one 1 In
' what estimation would public opinion hold the man who would formally exact of us to
construct the canal or to form a company for such a work pending such a war 1 Are not
such exactions condemned by morality, good sense, justice, and by every respectable
sentiment 1 It is pitiable that impediments should be thrown in our way, when they should
deem themselves fortunate that we have not recoiled or been worn out by so many
difficulties. Should we "withdraw, it would prove eminently injurious to the prosperity
and development of Virginia. People are mistaken, greatly in error, on many points of
this canal question. This question is literally bristling with difficulties. That of capital
for construction is in itself an immense one. There is a vast difference between facts
and that which is fancied by people who believe that an hundred millions are to be picked
up in the street. We tell you frankly, that hut for you, we would break with Virginia at
once. We confided in the honor of the state—in the probity of its inhabitants. Are we
to be thus recompensed for our incessant labors in behalf of your state 1 We think that
honest people should not give way to an insignificant number of ignoramuses, rogues and
idiots.
We do not lack contracts for public works. We refuse proposals every day. Ameri¬
cans themselves entreat our assistance and acceptance of certain of their public works.
Scarcely a day passes without our refusal of some of them. It is more the cause of
moral order than that of material interest which urges us to maintain our rights. Be¬
sides, not ours only, but the interests of many other people are involved. As regards
ourselves, we would not persevere were public opinion in your country to give manifest
evidences of a want of good faith, and reward us with ingratitude. Moreover, the task,
without your assistance, would be too difficult. With you, on the contrary, particularly
as we are disposed to offer every facility for coming to a good understanding, we believe
it will Ije easy to surmount an opposition based upon nothing serious, which is antago¬
nistic to justice and the true interests of the country. The French consul informs us
that he has reason to believe, from circumstances and the concurrence of indirect reports,
that an influence hostile to our interests is working from day to day upon the mind of
the governor. Has the governor changed the favorable sentiments expressed to you, and
of which you informed us in your letter of the 11th July "1 I engage you, in concert
with Mr. Alfred Paul, to combat the unfortunate influence upon the governor's mind,
Mr. Peirpoint's position is a delicate one, and by many is viewed with anything but
friendly eyes. I find it difficult to believe that Mr. Peirpoint will oppose the canal, and
Doc. No. 12.
33
for what 1 in what interest 1 If Mr. Peirpoint has any objection to make, let him speak.
We are ready to answer. Is our honor doubted 1 We are shielded from any such
attack. The moral endorsement of our government should prove a victorious reply to
any attack.
The moral recommendation of any government, particularly in business matters, is
always an eloquent act, not to be disputed. How much stronger is it, when given by a
great and powerful country like France, whose loyalty has never been called in question.
The French minister in Washington wrote you that it was not lightly, and without taking
all necessary information, that the French government did this, and that such an act testi¬
fied to the well-merited confidence in those at the head of the canal scheme. Independent
of these recommendations from the government, the French consul in Richmond holds
in his hands the warmest letters, not only from persons of high position throughout
France, but the highest authorities in our department and city have written to him. Now,
for those who understand the reserve with which such things are done in France (quite
the reverse of what obtains in England and America), the fact is very significant. It is
the first time that men, so placed, have ever, in France, given written recommendations
to any one on matters of business of such Importance, and that abroad. Such things
are not done for everybody. Such moral responsibility is not lightly assumed. Should
Governor Peirpoint require additional references, we can, if need be, furnish them by
the thousand from cities, departments and entire provinces. The objection—the point
relied on for our defeat, is this : " they cannot accomplish their undertaking ; i/uy are
mt solvent." It is really very clever to suppose that we have not one or two hundred mil¬
lions In our pockets with which to finish the canal, as if a banker ever undertook a con¬
tract of even a million with his individual funds. It is puerile, it is stupid—and any
man, with a particle of business experience, would refuse to give it a moment's attention.
No, indeed ; we have not an hundred millions of francs in our pocket ; no one has—not
even Rothschild. If we had these millions, we would not risk them in any operation,
were it best among the best. But we have the means of raising this capital of one, two
or three hundred millions, or more, if necessary for this project, and it is not everybody
that can do as much. There is more than one great banker and government contractor
in Europe and in America, who would not hesitate to admit that he could not do it. In
the same way, we would not pretend to do many things which they could perform more
readily and better than we. The reasons for this are many. The contract, the charter
and the conventions between the canal company and ourselves, are such that no reasona¬
ble objection can be urged to them. We are capable or incapable of fulfilling our obli¬
gations. We fulfil them or we do not; or, we are bound to deposit the security of
five millions of francs, a sum of two millions to discharge the floating debt of the com¬
pany, and a third sum of two millions loaned by the state for the Kanawha improve¬
ment. We are obliged, moreover, to have a subscribed minimum capital of one hundred
millions—one-s,eventh paid up—genuine bona fide subscriptions ; and they are such,
when one-seventh is paid in, and an engagement. Now, such an engagements equiva¬
lent, and accepted without contestation in business transactions as money. In other
words, you are treating with people who must first produce one hundred and nine mil¬
lions of francs, or nothing is done. So much for the question of solvency. People who
negotiate with an hundred and nine millions of francs in hand, are not precisely beggars.
Therefore, it is futile to criticise our solvency, and absurd to suppose that people who
are allowed to possess some business capacity, and who have unremittingly for seven
years bestowed great labor, expense and study upon this question, should not understand
it, and know what thej' can or cannot do. Now, I do assure yon most candidly, that if
34
Doc. No. 12.
we bad not the conviction, and even something more tiian the simple conviction that we
can command all the capital necessary to this operation, we would not bestow upon it
another minute or another copper. But what we do know is, that it is far from being
easy: on the contrary, it is exceedingly difficult, approaching to impossibility. The con¬
dition of-the European and American money markets, and tlie fear of another conflict
between the North and South, or a negro insurrection, -«'ill prevent many European cap¬
italists from having anything to do, under any pretext, wi1;Ji the United States, and par¬
ticularly with the South, for a long time to come. Bight or wrong, it is so. And the
canal is not as profitable an aftair as is believed, and the banker sees the risks and the
weak side of the operation ; and I guarantee to you, that if the reverse of the medal
was clearly sliown, the canal would not obtain a copper. To counterbalance these disad¬
vantages, we are forming combinations which none of the great European or American
capitalists would or could do. We are fortifying the weak side of the canal by incessant
industry, and a combination requiring yet more money than the canal alone. I might
point out hundreds of points on which Virginia is mistaken, and the advantages which
we offer her. I will cite one : the responsibility to complete the work at whatever cost,
and the disadvantages of building the work on any different plan. I perfectly understand
the situation. There are many other considerations, which you understand, upon which
I do not enter. Instead of impeding, every Virginian, who takes the trouble to reflect,
should think himself lucky at our acceptance of such terms. After all, how does what
is given to us, compare -with what we give 1 We are also to consider the influence
with the governor, of what may be called rival companies, but which -we designate in
quite a different manner. Let me engage you to communicate to Governor Pen-point our
determination in this respect. He loses his time if he patronizes such people. We defy
them to raise one hundred thousand dollars.
I will not return here to a discussion which is not agi-eeable, and upon which I eix-
plained myself fully in my letter of the 6th of August. Bight is with us, as is the firm
resolution to cause it to be respected, and we believe we have the means of doing so.
It is very certain nothing serious can be effected in the midst of lawsuits : also, will we
do all we can to avoid them. I tell you candidly, that it would be far better for your
country that we should expend the capital and forces at our disposal in developing her
resources, than in la-wsuits. Mr. Paul writes me, however, that Mr. Ellis does not doubt
that the " stockholders and state proxies are disposed to sanction everything required for
the renewal (such is Mr. Ellis' own expression) of the convention or contract," &c. &c.
I am not inclined to quibbie upon a word—though, in our opinion, the word maintain
was the proper one. The expression renewal does not weaken our title. We received
the assurance with great pleasure. The true question is between the stockholders and
ourselves—the role of the state is secondary. We do not believe that the state could or
would oppose the will and the interests of the stockholders of the canal. Concord be-
t^veen the stockholders and ourselves greatly simplifies the difficulties.
You l»ave written, Mr. Paul informs me, to the governor of West Virginia. He, it
seems to us, has nothing to do with the matter. The sharehoiders are boimd by their
contract, let them come from -u-here they will. The division of a state into two or a
thousand parts can have no effect upon a contract. Admitting the action of the state of
West Virginia, no law can have a retroactive effect. The division of the state cannot
affect the proprietary nature of the canal. The canal belongs to the stockholders as
completely after as before the division of the state. If it be different, then I congratu-
iate the shareholders on their understanding of their proprietary rights ; but as to our¬
selves, we do not accede to such a state of things. The federal court would sweep away
Doc. No. 12. 35
all such pretensions. We cannot believe that the canal has been divided, and with the
consent of the company ; if it be so, we will be compelled to have recourse to authority
competent to decide the question—or if the canal be one, we cannot conceive the right
of the state of West Virginia to intervene. If this intervention be a means of concilia¬
tion and simplification of difficulties, we make no objection ; but if otherwise, we do ;
but we accept it only under the formal reservation that it does not in any way prejudice
our acquired rights. We maintain, above all, our contract, and the charter, particularly,
the first. We claim its execution, and refuse acknowledgment to anything affecting its
validity. We demand to be allowed to resume our position when the rule of martial
law, which is a state of war, ceases ; but with the deduction of the twelve days which
elapsed between the promulgation of the charter and the commencement of the war.
I have explained the reasons of right and of equity upon which we stand. We might
add many others. I pray you will call a meeting of stockholders, and ask of them a
renewal of the contract, as made between the company and ourselves on the 1st of Sep¬
tember 1860. If opposition is made—if intrigues, that we cannot qualify too severely,
should prevail over honor and the true interests of your country—I beg you will call
another meeting within a month or six weeks after, taking care in the mean time to use
every proper means to enlighten the shareholders. If, at this second meeting, the con¬
tract is not ratified and maintained, there will be nothing left to us but an appeal to the
federal courts. It is to everybody's interest to avoid this, for it will neither construct the
canal better or sooner. What we require is very plain, and as easy and honorable as it is
just. We are pleased to think that this will be accorded us, as we have done nothing to
forfeit the confidence of your country: quite the contrary. If the state refuses to join
the stockholders in 4he ratification, we can dispense with her ratification : we have a
right to do so by the terms of the contract. And we have no doubt whatever, that if the
state sets up pretensions contrary to our rights and those of tlie company—why, then
the shareholders, united with us, by an appeal to the tribunals, will set aside these pre¬
tensions of the state of East or West Virginia. We certainly prefer the fatification of
the state ; but if it is refused us, we can do without. We will be pleased to remain in
harmony with the state or states, but not at the cost of abridgment of the rights of the
numerous and respectable interests which we represent.
Mr. Alfred Paul writes : " Mr. Ellis commissions me to ask of you, at tire earliest pos¬
sible moment, a statement of the changes or modifications which you desire, or might
desire to make in your contract, with your reasons and motives clearly expressed." I
have explained all this, perhaps an hundred times, in an hundred letters. We do not
think it useful just now to reopen the discussion. We ask simply for two corrections—
first, that the words " and a number of shares sufficient to represent the interest of the
capital for construction pending the execution of the work " shall be added or interpo¬
lated in article 2, chapter 2, under the head of capital—and the sum of 52,000 shares
increased by a.s much. The justice of this demand is evident. All companies take into
account the interest of the capital pending construction : this is always done for every
public work or factory—and it is evidently an omission.
Secondly—We ask simirly the suppression of the first two sentences (in the first four
lines and a half) of article 2, chapter 7 : "2. The annual net profits of the company
proceeding from ali sources shall never exceed fifteen per centum upon their capital
stock, &c., &c." We ask this, because it is a condition in contradiction to that of our
contract, and becau.se, though we should be perfectly satisfied with fifteen percent, clear,
it is not necessary to insist upon a clause which can only disgust the public. We do not,
however, for the moment insist upon the numerous rectifications we de.sire in the char-
36
Doc. No. 12.
ter. We do not even insist tipon the two just pointed out. I pray you will set this ques¬
tion of reetlflcation aside, should you think it will cause the least difficulty with the Vir¬
ginia legislature in the ratification, renewal or recognition of the charter. Though it
certainly would be better to grant us all the rectifications called for, particularly the two
mentioned, we are anxious, above all things, to avoid all irritating questions—all that
may stand in the way of an amicable understanding. Should they prove so unreasona¬
ble as not to accept, without discussion, our just requirement for these two rectifications,
we accept the charter such as it is, looking for better times, when we will be better un¬
derstood. We believe, unless the legislature be clearly favorable, it is better to strip the
question for the moment of everything that may cause difficulty, or furnish an excuse to
our enemies to give career to intemperate language. We doubt not that when calm is
restored, the legislature will accord all that we claim from its justice and good sense.
I reiterate all my assurances of good will for your great work, for-your country and
yourself. Among the projects depending on the canal, which we will push with energy,
is the improvement, or rather the canalization of New river, a work of incalculable ad¬
vantage to the state and to the canal. We wish to improve the Kanawha on a large
scale ; also to canalize the Monongahela, and progressively, all the important rivers of
the state. East and West, as also the Ohio. Without these improvements, the affair of
the canal is not, by a great deal, so important or so advantageous. To enable us to do
this, we ask but two things—respect to conventions, and abstinence from foolish and dis¬
honest opposition.
Respectfully, &c., &c.
E. BELEGT des MINIERES.
[No. 14.] • -
London, November 22, 1865.
Mt Dear Sir:
I was about to write you to-day, somewhat in detail, when I received
a telegraphic dispatch from my brother in Bordeaux, saying, " Received just now very
important letters and papers from Richmond." These letters and papers will reach me
to-morrow, when I will write you with a better knowledge of facts. In any case, how¬
ever, unless you should judge it impracticable and injurious to our views of suspend¬
ing any approach to the legislature of West Virginia, we adhere to our position as
regards that State. We are precise, positive and decided on this point. We will not,
under any circumstances, recognize, by any application to the State of West Virginia,
her right to invalidate the contract or charter. We will accept the intervention of the
State of West Virginia, if it be a means of conciliation ; but it is off the positive and
absolute condition that is not, on our part, an implicit recognition of an authority which
we do not recognize. We do not pretend to judge, though we greatly doubt the validity
of the constitution of West Virginia ; but that, after all, is not the question. We affirm,
and that in accordance with law and common sense, that West Virginia has no more
right than any other State, to interfere with a contract made by the State of Virginia
before the partition. We prefer, should there be any doubt upon the subject, that the
question be decided by the federal court and the supreme court of the United States.
For us, or for any lawyer, there does not exist the shade of a doubt. In no country can
a law have a moral or retroactive effect. There may be an abuse of power, but force
and violence are not law, nor can they confer title ; on the contrary, they are often a
Doc. No. 12^
37
negative of one and the other. But they do not hold by force and violence, bnt by legal
right, and that is force, and of the best. Still better, we say that West Virginia has no
right to meddle with the validity of a contract between ourselves and private stockhold¬
ers or individuals. Neither has East Virginia the right to invalidate, or even criticize in
any way in her status as a state, the contract between ourselves and the stockholders.
We do not repudiate the charter : on the contrary, it clinches the contract ; but, if neces¬
sary, we can dispense with a charter. What we ask for, is a simple recognition of the
contract, without the change of a word, as made with the company—that is to say, with
the stockholders. It is of no consequence to us whether the state of Virginia or any
other state he among them, or they be citizens of the state or of China, Japan, Russia
or Holland. All the shareholders in the canal are bound to fulfil their engagements.
The question is not understood by the public, because those who discuss it undestand
neither the nature of the agreement or the law. I affirm the contract to be a genuine
contract, dating only from the passage of the charter.
To recognize the competency of West Virginia, would he an admission of the nullity
of the contract and charter, and this we will not do. As long as the validity of the con¬
tract and charier is maintained, West Virginia has no right to meddle in what does not
concern it. Be so good as to call a general meeting of stockholders, and submit to their
ratification (though the word does not express the full force of our right) the contract
made with them. When the stockholders and ourselves are thoroughly agreed, it will
be easy to come to an understanding with the state, whether it be Old A'irginia or West
Virginia. Should the stockholders refuse, then we will be compelled to say, they are
false to their engagements, and we will be obliged to resort to the best means to compel
justice ; but we entertain too high an opinion of their honesty and good sense, to believe
they would reject what is so manifestly to their advantage. With your tact and skill, we
can surmount all opposition, if any be made.
Very trulv, &c.
E. BELLOT,
At JRoiert Clark's, Litdgate Hill, Zondon.
[No. 15.]
Losdon, November 30, 1865.
My Dear Sir:
I have recently received, under cover, from the French consul, the
report of the proceedings of the general meeting of the canal stockholders, as given by
the Whig of the 21st October. Allow me to commence with the offer of my sincere
congratulations on the skill with which your negotiations were conducted with the mili¬
tary authorities of the United States, and upon the administration of the work under
such difficult circumstances. We perceive with pleasure, that though the canal, as
•shown by the report, is far from being in a perfect state, yet it is in far better condition
than might, under the circumstances, have been expected. It is difficult to administer
the affairs of so heavy a concern, even in quiet times, and with all the necessary elements
in hand : how much more so in the actual condition of things. In this you. have dis¬
played a degree of merit which we highly appreciate.
The difficulties with which the canal has now to conteud, as regards tariffs and the
competition of railways, will immediately disappear on the completion of the work.
We have the conviction, and we can demonstrate the fact, that with the termination of
38
Doc. No. 12.
the canal, the antagonism between it and the railroads—an antagonism more apparent
than real, and caused by a state of things which will be remedied by the completion of
the canal, will cease without injury to any interests whatever, without diminishing, but,
on the contrary, by increasing the reciprocal prosperity of both roads and canal ; as also
there will be a general increase of activity in all the departments contributing to the
public wealth of the country. In our view, there cannot be ; there is not any serious
rivalry between the state roads and the canal : the freight and trade of the two are dif¬
ferent. Competition exists now, because you have not sufficient trade, and there is con¬
tention for the little there is, and that not enough for a healthy supply, even with the
highest tariffs, to all the different works. The very resort to a high rate of tolls drives
away instead of attracting trade : and at this moment, the only freight carried upon any
of your works, is that which has no other outlet, and which is compelled to accede to
your tariffs, however obérons. But with the completion of the canal the situation must
change. The canal will suscítate a trade so vast, that there will be work, and remune¬
rative work for all. Let us not lose sight of the fact, that a railway is never interested
in carrying heavy freights, particularly over long lines, and canals ai'e not intended for
the transportation of light freights ; thus, the impossibility of a serious rivalry of in¬
terests is established. Neither should we lose sight of the fact, that the completion of
the canal will develop business and trade to such an extent as to create for the roads an
abundance of trade in merchandise and light freights, and a supply of travel, now want¬
ing, and which a complete canal alone can supply. Hence, all the railways of the state-—
no matter where they may be located, or the centre from which they diverge—would be
wanting to their own interests, should they fail to appreciate this : and they should
bring the whole of their moral power to our assistance. We do not ask of them one
cent for a combination so evidently to their advantage. To deny the justice of the
proposition, would evince a blind misunderstanding of all the received and established
facts of economical science. The railways of Virginia exercise a legitimate influence in
the state. We pray you will put yourself in commmiication with them, and make them
understand how clearly all interests will be promoted by concert of action. We can,
outside of the canal, be useful to them in more than one respect. What we do for the
canal, is in itself of great importance to the development of the state roads ; but we
have always had the intention of developing, and at many points creating wealth for the
state, by a combination of industrial measures, including manufactures, and the impulse
to be given to agriculture and to mining, through the facilities of credit, and the impor¬
tation of that labor, the want of which is so strongly felt.
We have read, with great satisfaction, the declaration in the director's report, "that it
was just, and to the interests of the company, to recognize the obligations contracted,
and that they were confident the stockholders would feel themselves bound in good faith
by their first action." We have seen, with equal satisfaction, the unanimous vote of the
general meeting ratifying the contract between them and ourselves. We expected no
less from their probity and good sense. We see, with the greatest pleasure, that ill-
founded attacks or criticisms from without have not been barkened to by the company.
We have always refused to believe that clamors, founded upon the most complete igno¬
rance of the true condition of things, could prevail over the proverbial honesty and high
intelligence of the great majority of your citizens.
The vote of the general meeting is proof of the amicable understanding between the
company and ourselves—a state of things we will do all we can to maintain. This con¬
currence between the company and ourselves cannot be too intimate, as the readiest
means of resolving questions of such vast interest to all. A solution is easily arrived at,
Doc. No. 12.
39
ií we take, as our only guides, justice, logic and reason, and the rules established and
accepted in business transactions. There is a point, upon which it is needless to lay
much stress. I allude to the law under which the state has the right to take possession
of the canal on the 23d March 1866, should our contract (not to say our charter) be an¬
nulled. We respectfully observe, that it is from the contract, and not from the charter,
that we chiefly derive our right. The charter is rather a moral, corroborative document,
than a legal one, dating from the contract. We have protested, more than once, against
the erroneous sense given to the contract, in our opinion, by qualifying it s.s provisional.
It is in no sense provisional, for it is headed executory agreement, which, if we understand
English and busine^, means quite the contrary. We make this observation, because the
■ expression provisional agreement may make a false impression upon the minds of some,
to our prejudice and injury. We will also respectfully observe, that the word checked in
the formation of the Virginia canal company—an expression repeated more than once '»
in the report, and currently used in conversation—is not exact, and it may undesignedly
of course prove an injury to us. A check always means something disagreeable. We have
not failed in the effort to form a company during the war, because we did not make it.
There can be no check where there is no attempt. We could not, pending so frightful a
war, form, or attempt to form a company for such a work, without exposing ourselves
to a certain check. Had we done so, we would have been ruined, at once, in the esti¬
mation and good opinion of all our friends. We would have lost all credit and confi¬
dence, and have done our enterprise incalculable injury. Now, possibility of success
lies in the confidence which we inspire ; our probity and business capacity are relied
upon, and this we assert without any display of false modesty : and this enterprise, more
than any other, requires, to deal with European capitalists, men who hold their confi¬
dence. An enterprise may be very good in itself, and be recognized as such, and yet be
rejected, as is generally the case, from want of confidence in its projectors. Now, for
many reasons, needless to enumerate just now, this canal matter requires, more perhaps
than any other enterprise, entire confidence, not only in the work itself, but in the men
of action who undertake its direction. Now, I ask you, how was it possible, pending
such a war, to raise a company 1 But, had it been possible, government must have in¬
terfered to prevent a public subscription at such a time. We have, with great labor and
at great expense, gathered the materials for the formation of a company. Our friends
only await not only the return of peace, but the evidence that the victorious party will
not interfere with titles. It would be unjust to hold us responsible for a state of things
that we did nothing to bring about, and which we could not prevent. Without the war,
we have every reason for believing that the canal would now be finished from one end to
the other, and we doubt not that the legislature would have accorded the modifications
• in the charter, so constantly asked for, and which will prove beneficial alike to the
state, the company, and to the country at large.
There are some restrictions in the vote of the general meeting of stockholders, to
which, with all respect, we must fake exception. The contract cannot be modified with¬
out our consent. I will not here treat of the reasons which prove that it is not only 1»
conformity witli justice, but also with the interest of the company, the state and the en¬
tire country, that the contract should remain as it is. I reserve this for another letter.
There is also a contradiction between the vote of the company relative to our "ability"
and that of the legislature, but that is mitigated by the general spirit of the debate in
the as.sembly, just as the restriction to the ratification of the contract is mitigated by the
expression of a desire so to modify the charter as'io enable us all to come to an amicable
understanding. We can conceive that certain reasons may have decided the majority to
40
Doc. No. 12.
temporize in this way, but we will not give to these few restrictions more weight than
they practically deserve. We look only to the main question ; once agreed upon, that
and all matters of detail will naturally follow. i
We beg you will observe that we sincerely believe, that if the company cannot put in
the "fact of war " as a plea in bar to the resumption of the work by the .state, we are in
quite a different position, and can, by the terms of the contract, prevent a foreclosure,
and it is manifestly to the interest of the company to sustain us with all its power ¡ for
if, though we doubt it, the state were to annul our charter, and the courts our contract,
the blow would fall alike upon the company and upon us. We are your best legal buck¬
ler : should we be defeated, the proprietary rights of the companjr would be in great
danger. If the state of Virginia was one as before, we do not think there would be much
danger of an assertion, by the state, of the right to retake the canal ; but the partition
of the state may cause a different course : but to one of your intelligence it is not neces¬
sary to write further on this head. . ..
In the vindication and maintenance of our rights, will be found the strongest elements
of defence for the canal, the preservation of the work, and particularly of its unity.
Even among the friends of the canal are a few who, not fully understanding the case,
desire its partition ; and this is what should be prevented. Believe me, we are the best
friends of the work, and you know how, from the beginning, we have steadily opposed
anything looking to a division of the work. Direct all your efforts to the calming of any
opposition, should there be any, from West Virginia. I will do everything to second you,
for it is the point whence we apprehend the greatest diflBculty. We can and will satisfy
all interests in that part of your countrj'. We had decided at first to dispense for the
moment with the charter, and to ask for no changes in it, if the state of the public mind
made it advisable. It is, nevertheless, of the highest importance that we should obtain
these changes, if possible. I will write at length on this head, pointing out the modifi¬
cations we most desire.
Very truly, fee., &c.
E. BELLÓT BES MINIERES.
[No. 16.]
London, December 6, 1865.
Mt Dear Sir ;
I have received your letter of the llth of November, as well as the
newspaper articles, which you were kind enough to send me, and I return you my thanks
for the same. I have also received a part of the printed report. I perceive, as you call
my attention to, and as I had already learned from another source, that the stockholders
express their determination to execute the contract made between the company and our¬
selves, on the 1st of September I860. We had desired, however, and I expressed' to
you, in my preceding letter, my opinion to that effect, that the stockholders should have
confined themselves to an unconditional ratification of the contrant, and not have added
a restriction, which, with all due respect, they had no right to do, unless with the con¬
sent of the other party to the contract. We have already, and do now demand the un¬
conditional execution of the engagements entered into, and the ratification of the con¬
tract as it stands. The modification or restriction introduced by the vote of the stock¬
holders, is a source of embarrassment and difficulty to us. We fear, moreover, that it
may lend assistance to the malcontent, and that it will be used as an argument by those
who intend to oppose us on account of the creation of West Virginia.
Doc. No. 12.
41
We have never agreed for an instant that the state of Virginia had a right to hreak
the contract made in its name, by its legally authorized proxies, or that the price of the
thing sold had any thing more to do with the question than any other point connected
with it. We have never had any objection to the state's placing in the chartersuch regu¬
lations, as it extends to all incorporated companies, but as to taking from us, either
in whole or in part, that which has heen sold to us, it is neither just or reasonable. The
state -ought and should respect our contract; and, we say it most respectfully, the
stockholders should do the same. The charter should undoubtedly respect our contract,
and should be the exact reproduction of our contract, with the addition only of such
regulations as apply to all corporations. We make no objection to the state's passing
what it may deem proper in this way. We accept all such as may not be dangerous to
our interests, or offensive to our dignity. The fear that an European state may acquire
the control of Virginia, because some of its citizens invest a portion of their capital in
a public work of that state, may be dismissed as childish. This reasoning, however ab¬
surd it may be, would he a little less absurd if it were strictly only French capital; but it is
not exclusively a French company ; nor is French capital alone engaged in it. English,
German, Belgian, Dutch, Swiss and other capital is employed : I might say, from nearly
every country in Europe. It is very doubtful whether Europe has the least desire to
control Virginia, at least by so simple a plot. There is in this proposition an inversion
of words upon more than one point, which is not exactly as it should be. Those who
receive money are not the persons who run the risk and have the right to demand guar¬
antees. In matters of business, those-who give their capital are the persons who demand
guarantees. The state has a hundred ways each year of vexing, of embarrassing, even of
ruining those who put their capital in this enterprise. The lessor of grounds has not
one. This does not admit of dispute, and it will he well to develop this idea, and to en¬
lighten the public o{)inion of your country on this point.
We say that'we had not and that we have not the right of modifying, in any of its es¬
sential particulars, the contract entered into between the state, the old company and
ourselves. I have heretofore explained to you the reasons why it was necessary that the
conditions should be those which were acceded to, and which we accepted. These rea¬
sons, far from having lost any thing of their force, have, on the contrary, gained addi¬
tional weight. We have never, for a single moment, had an idea of accepting the char¬
ter as it is. It would be a bargain of dupes and simpletons. We should lose money.
We have never ceased to present our claims. We have thought that good sense and jus¬
tice and an enlightened understanding of the interests both of the State of Virginia and
of the canal, would cause the changes in the charter, which we seek, to be granted.
One would suppose, that in acting liberally with us, a great present was made us, and
great honor done us. That there was nothing in this to which we had a right. That it
was not by reason of this that we obtained a capital of thirty-five millions of dollars,
and that we do not run the risk of losing it, if we do not make the canal, as agreed
upon. I have told you more than ten times that, in my opinion, in order to finish the
canal in such a manner as the work demands, and in such a manner that it may he capa¬
ble of transacting the business that will come to it, not only a hundred millions of francs
will be required, but several hundred millions. I estimate that it will be necessary to
find, in one way or another, from five to six hundred millions of francs. If this amount
should be called for at the outlet, or we should run aground, it will be necessary to go
on progressively. See what the enlargement of the Erie canal has cost. The work, as
far as completed, has been sold to us at what we believe to be a reasonable price. Now,
we recollect what it has cost, but it is necessary to understand that the work must be
42
Doc. No. 12.
completed, or that it is worth nothing. We judge of its value by one thing—not by
what it has cost, but by what it produces. What is the net gold income of the canal 1
Does it produce the sum that we hare to pay to the state 1 Of what value are the works
that have been sold to us 1 AVe should prefer, so to speak, that there should have been
no canal at all, as it will be necessary to reconstruct the whole of it. There is not a sin¬
gle part of the canal, which will serve us as it is. In fine, the work, it is feared, is in a
deplorable condition on account of its age, and in consequence of the delay in making
the repairs in proper time. By parity of reasoning, the work is not worth now as much
as it was at the time when we bougiit it. We do not demand, however, either from the
state or the company, that better conditions should be granted us. The price of the
construction of the main work has also increased considerably, in the same way as the
price of every thing has. The value of money especially has advanced considerably.
The condition in which the United States now are, the South especially, in consequence
of the war, renders the undertaking less desirable than before, and increases the interest
upon the money required for such a work. I have informed you, and you understand,
that it is necessary to interest capital in such an undertaking; and to do so, you must
be able to remunerate those who co-operate ; and that unless this can be done, such an
undertaking is impossible. It is a hundred times more difficult to procure capital to¬
day than it was before the war. An interest is now demanded which would have then
been considered extravagant. The activity of aflairs in Europe has increased industrial
undertakings an hundred-fold. Commercial activity has increased ten-fold. The export¬
ation of specie to the Indies, to China and to Egypt, during the American war, to buy
cotton, has reduced the amount of specie to that extent. The production of the precious ^
metals is far from having kept pace with the exportation of specie for the purpose of
purchasing cotton. Moreover, the production of specie is necessary for usury, and to
cope with the increased business transactions, whilst the proportion of the precious
metals produced remains the same as it was before the war. Business operations mul¬
tiply, and those who oder the greatest privileges hold out the strongest inducements to
capital. It is a great mistake to think that money can be had by simply offering a sub¬
scription list; that there is no accompanying expense, and that money is only too happy
at finding an investment at a reasonable rate. To form a capital, and especially a capital
whose minimum is a hundred millions, costs considerably. The higher the sum is raised,
the greater the difficulty and increased cost. It increases in geometrical ratio. The in¬
terest on a sum of several millions of francs is increased by the addition of each million.
A capital of an hundred millions'costs now more than a hundred times the interest of
that sum, if each undertaking required only a million. The amount of industrial de¬
velopment is evident. Europe is covering itself with all kinds of works ; and I assure
you that the American war has lessened the confidence of Europe in that country.
There is more than one capitalist who damns whoever pronounces the word America.
All of which renders money dearer and more difficult to get; and some altogether ex¬
ceptional means are necessary to raise the capital for such an undertaking. There is not
an European hanker who would not say to you, "AVith one hundred millions I can easily
gain one hundred additional millions, in Europe, upon works under my eye, and always
have my money at my disposal." AVhat answer is there to that I There is only one
reply : interest capital, give it a premium, bring a pressure of influence and confidence
to bear upon it.
Some years money contents itself with a moderate interest. It is quite the
contrary now. Europe is inundated with American and European securities, guaranteed
by fbe governments, whioh yield from 14 to 15 per cent, interest; and the guarantee of
Doc. No. 12.
43
governments is one of the tilings which capital seeks the most. There are very few
public works which have not the interest guaranteed by the state. The canabs not hav¬
ing it, is one of its great weaknesses. There are billions of American securities in Europe,
which have been bought at a rate which yield an enormous interest. All of which ren¬
ders capital so much more exacting.
Brazil, whose credit is of the first order, guarantees 7 per cent, to its public works
and its loans. The selling price causes these seciu'ities to bring 12 and 14 per cent. In
the same way, those of Turkey, of Austria, and even the bonds of the French railroads,
guaranteed by the government, are sold at these rates. The Mexican emperor guaran¬
teeing against all chance of loss, gives 18 per cent. Is it possible, is it just, is it reasona¬
ble, in the face of such facts, whose number I could midtiply, facts known to the public,
to suppose that money can seek an undertaking of such uncertain character as that of
the canal, unless with some particular advantages 1 Who does not prefer 14 to 15 per
cent, guarantee by a solvent government, to the chance of receiving perhaps nothing at
all, in an unknown work of this kind, in a country placed in the condition that the South
isl There are no works more difficult than hydraulic ones—none more prolific of ex¬
pense than canals ; and there is no method of limiting the expenses. A freeze is suffi¬
cient to damage the works considerably ; an extraordinary freshet is sufficient, espe¬
cially when the works are new and have not become well haidened, to sweep away, at a
single blow, ali the work that has been done, and to comxiel a recommencement of the
greater part of the work, from one end to the other. Above all, that portion in the
mountainous irart of the country is an experiment with the profession. The procuring
of caijital, especially of a large amount eveu where the enterprise is placed upon the
best footing, and olfers rare and sure privileges, costs money—much money. Ten per
cent, of capital is not considered high. I could cite you widely known works, and
having connected with them the greatest bankers of Paris and from abroad, and an im¬
mense political influence of all kinds, which have cost more than ten per cent, of their
capital in the raising of it. Of this nature the midertaking of the canal requires the
assistance of difterent persons, and, moreover, of those who would not and could not do
anything without being remunerated.
I tell you plainly, that there is not a man in Europe having the necessary influence,
and engaging in these enterprises, who gives his time and his influence without being
paid for it. We are not in the golden age. These associates it is necessary to pay.
Without these associates, without these influences, it is ¡mpo.^sible to raise the necessary
capital for such an undertaking. Those who believe difiercntly are altogether ignorant
in such afthirs. Between their theories and the facts there is a wide difierence. You
are too intelligent, too well trained in business, not to perceive the justness of the obser¬
vations I present to you, and that I have not exaggerated them. I could easily write
volumes of arguments, without any difficulty, and those of the strongest kind, upon this
subject. We should consider facts, and not impracticable theoi'ies, and should not sub¬
stitute theoretical abstractions for actual truths.
This question of the canal should be considered in a liberal manner. Kiggardlv con¬
siderations should not govern the question, for fear of interrupting the matter, or con¬
verting a certain success into embarrassments as numerous as they are certain. Should
your countrymen do this, they will destroy their own interests. It is a matter of little
moment to them even if we do derive a profit. This profit is very far from being as
great as is wrongfully supposed. But suppose I admit, for a moment, that the profit was
enormous. That is not the qitestion. Virginia ought to see that the service we render
her is inestimable. She should pot trouble herself with the amount which we gain, but
44
Doc. No. 12.
rather with that which she herself gains. By an illiberal, egotistical policy, Virginia
makes it impossible for us to make money, whilst it is to her interest that we should do so.
She ought—it is her highest interest—to aid us by every means in her power, instead of
throwing obstacles in our way. It is impossible to count upon the co-operation of our
friends from the moment that we are unable to carry out our engagements with them.
It would be to throw away all chance, to say to them, " Neither the state nor the com¬
pany will stand to their engagements." They would not, under any pretext, or for any
consideration, have anything to do with a people who fail in their engagements. I re¬
peat, that it is to the interest of the state, and especially to the interest of the canal, to
aid us, by extending all possible facilities to us, rather than to thwart us by niggardliness
or miserable quarrels, which injure us, without being profitable to them. For we defy
any one to prove, nay, even to assert seriously, that the state or the old company derives
a profit to the extent of a single centime, or that they have any advantage whatsoever
from the stipulations or clauses, contrary to the engagements entered into, of which we
complain. If through that of which we complain, and which we ask to have rectified,
we were so situated as to render it impossible for us to comply with our engagements, it
would be against their true interest, and also ill-advised, for the state and the company,
that it should be so.
Persons who do not understand the question make promises which they would not do
if they did. It appears that there is still a question about a company to be formed in
New York. They would not find three millions of dollars in all the United States for
this undertaking ; but should there be vessel loads of American gold for the work, we
will not permit a call for capital to be made in contempt of our rights. I have ex¬
plained to you sufficiently clearly our views upon this subject, in case it shall be neces¬
sary to return to it. Finally, it seems to us that, in view of the vote of the company,
the New Yorkers ought to see that the best thing for them to do is to withdraw.
It is to be feared, however, that they W'ill intrigue in West Virginia, and that their in¬
terposition may be a pretext or a means of sustaining an opposition in West Virginia.
I beg you to pay the greatest attention to this point, and to set at work all the means in
your power to counterbalance manœuvres of this kind, and all opposition. We are
firmly convinced that West Virginia has no legal, serious or reasonable right to take any
action in the matter. It is solely through a spirit of conciliation that we have not ex¬
plicitly declined recognizing, in any manner whatsoever, the intervention of that state.
Still, yre do not accept it, unless with the formal reservation which we make, that it shall
not be prejudicial to our vested rights. We have not the least idea in the world of interfer¬
ing with the question of the constitutionality of the creation of West Virginia, so far as the
political question is concerned; but so far as it touches our rights, that is another mat¬
ter. We see, with pleasure, that the company is not inclined to acquiesce quietly, and
that it takes the necessary steps to examine and make clear what its rights are. We do
not believe that there is a lawyer in the United States who dares to maintain that the
act of the general assembly, passed at Wheeling the 3d of February 1863, is civilly legal.
One cannot be judge and a party in interest. A legislature has not the power to decide
questions which belong only to the jurisdiction of civil tribunals. Officially, we neither
criticize nor recognize the jurisdiction of the slate of West Virginia; and we recognize
but one company only—that of the majority—that with which we treated. We do every
thing that is possible to be courteous, to conciliate the friendship of West Virginia; but
if we are disappointed, we shall be under the necessity of appealing to the courts. We
have friends in West Virginia, many of whom are sufficiently influential upon this sub¬
ject of the canal. We hope that they understand that West Virginia ought to be guided
«
Doc. No. 12. • 45
by the majority. I shall write to Messrs. George William Summers, Benjamin H. Smith,
Alexander T. Laidley, H. Fitzhngh, L. Euffiier, and others ; and I believe they will not op¬
pose us, but that on the contrary, they will use all their influence in smoothing away the
difficulties. I have always had sympathy and assistance from these gentlemen. I do
not believe in an opposition on the part of those who have no reason for it. Their cause
of irritation and opposition to the James river and Kanawha canal company is, that it is
the opinion of the inhabitants of the West that the company in the East, in gathering
the revenue, neglects altogether the Kanawha, in order to occupy itself more particularly
with that part of the canal in the East. With the new company, there will be no more
of this. We wish to improve the Kanawha as far as it is possible to do it with money
and all the resources of modern science. We shall commence simultaneously at both
ends of the work: that is to say, from Buchanan and from the Kanawha. We shall
bring about the consolidation of the manufactories of salt, if the proprietors of these
establishments will be only a little reasonable. This is an undertaking which I have ex¬
amined and pursued for a long time. Without it, the salt cannot be produced at a
remunerative price. We will purchase all the salt establishments in good condition. We
will open new ones, if the number is insufficient. By means of a wise consolidation un¬
der a powerful company having a capital of increasing importance, capable of answering
to the demands for production upon a large scale, and with the improvement of the river,
the country will have in that alone a source of riches and prosperity. We shall assist,
by every means in our power—and we have all that is required for the purpose—the
establishment of all kinds of manufactories in the country, and the introduction of emi¬
grants. The indirect benefits that we wish, and that-we can confer upon West Virginia,
outside of those of the canal, are greater than those we give—though they are of them¬
selves immense—by the canal. Let them not make an absurd opposition to us—an op¬
position contrary to the interests and the most evident wants of the country—and we
will bring into Virginia, in unlimited quantities, English, French, German, Dutch, Swiss,
Belgian and other capital. We are not jealous of American capital : on the contrary, it
is precisely because European capitaDwill come into Virginia that American capital will
come there in a greater quantity—and vice versa. All that is a question of good organi¬
zation of credit, of confidence, and of remunerative undertakings. The country has all
the wished for conditions for supplying gold.
I invite you to do all that you can to enlighten West Virginia as to its true interests.
Use the press: it is influential every where. I have spoken to you about interesting
railroads : they can act with efficiency. Employ bankers also : they have considerable
power ; they are interested in the development of the public wealth and increased busi¬
ness activity. Their influence extends every where. They have powerful means of
action. They can be of very great use in such a matter.
I return to the important point. 'Our contract should be respected, and that under
penalty of the failure of the affair.
I shall write you specially as to, the modifications that we ask may be made in the
charter. It is of great interest that these modifications should be made. If the legis¬
lature refuses them, we shall maintain our contract as it stands, and we will satisfy our¬
selves the rather as we have in it the right of charter. I have written to you that if the
present time is not favorable for asking the confirmation and the modification of the
charter, it will be necessary to restrict yourself for the moment to two changes alone,
which I have indicated to you ; or even, if it should be necessary, not to demand the
charter at all so long as the public mind remains unsettled.
I insist strongly that you may demand this charter now, as the unanimous vote of the
46
Doc. No. 12.
stockholders ¡jroves that publie opinion is rather favorable than hostile to ns—and as,
above all, we are agreed upon the question of principle, I pray you to delay as much as
possible the discussion of the law. We certainly desire its passage as quickly as possi¬
ble ; but the more we retard the discussion and passage of the law, the more time we
shall have, and the more means of acting upon public opinion, and of ascertaining and
combating those who oppose us, and the difficulties which may be raised, under whatso¬
ever prete.vt they may he. This is an important point, and it is better to act thus so as
to increase the means of action, than to risk compromising the business by an intempe¬
rate haste. It is essential that the company and ourselves should act completely in
accord. By means of this accord we shall obtain all that is reasonable from the legisla¬
ture ; and we shall also surmount the opposition from West A'irginia, if any. is made.
I beseech you to contend for, by all legal means, the unity of the canal. We under¬
stand very well the reserve and the circumspection which the actual political circum¬
stances of the country demand. We accordingly leave it completely to your discretion
to act for us in this respect as you may think proper. I repeat, we recognize only one
canal company—that which yon control. AVe do not admit that there has been a divi¬
sion of the canal. Your countrymen should yield to their evidently true interests.
They deceive and are deceived uj)on the subject of the formation of an American capi¬
tal. If they cause us to withdraw, it would be an opportunity missed, which would not
return for a long time.
There are, in all countries, a multitude of undertakings, well known to be very good,
which are not carried out because of the opposition of rival interests, or because they
do not hold out as great inducements as others, not so desirable, to those who have the
means of executing them. I ought to inform you honestly, that if these hostile manœu¬
vres should, by any means, prevent ns from succeeding in our attempt, it is almost cer¬
tain that our friends, disgusted, will carry their capital to another part of the country ;
and that it will, in all probability, be to the Chesapeake and Ohio canal. If, in place of
the vote which it gave, the meeting of the stockholders had given a diflerent one, the
mail which brought us that news would have carried back a petition to the state of Ma¬
ryland. From the example of the Baltimore and Ohio railroad, and from that of the Cov¬
ington and Ohio railroad, A'irginia can understand that a canal along the frontier of the state,
and striking the Ohio a little higher up than the A'irginia canal (hut this would be no great
matter from the moment that the Ohio is improved, and it is necessary to do this vigo¬
rously—otherwise the canal is not worth much), would put back the completion of the
A'irginia canal among the Greek kalands. Nor should we lose sight of the fact, that
Pennsylvania is moving heaven and earth at this time to have a canal that will convey
the products of the AVest to Philadelphia. Your citizens, whether they be from the
AVest or from the East, should understand that, in opposing us, they do more to assist
the undertaking of Pennsylvania and Philadelphia than their own. This question of a
canal, which the Pennsylvanians are seeking to construct, will not fail to embarrass and
diminish the value of the A'irginia canal. If this canal is made, it will certainly carry
off a portion of the trade. And it is not to be doubted but that, if dissensions, jealous¬
ies on the part of the state, and a want of good faith towards us, create a lawsuit be¬
tween us, and the affair has to contend with all the diíKculties inherent to stich a situa¬
tion, the completion of the Chesapeake and Ohio canal, and the construction of the
Pennsylvania canal, would be far from contributing to assist in the completion of the
A'irginia canal. We would with pleasure give à million of dollars that there should be
no question of the Pennsylvania canal. It is a question of money. AVe believe that
before the formation of our company for the Aurginia canal, and the public was enlight-
Doc. No. 12.
47
ened as to the advantages of the Virginia line, and the undertaking was relieved from
the embarrassments that were created against us, it would have heen impossible for the
Pennsylvania canal to have raised its capital. But if it goes straight ahead, and espe-
—cially if the present state of affairs is persisted in, they can find it, if we do not oppose it
for if they approach the English market, we will offer a strong opposition, capable of
putting a stop to the affair, and which will disappoint the Virginia canal also. We can¬
not oblige our friends to pledge their money indefinitely. It ii necessary to act, and
we hold that Europe does not close its ear to the superiority of the Pennsylvania canal
in this point of view, before the capital of the Virginia canal can he subscribed and ob¬
tained in the wished-for quantity.
It is a pity that we should have difficulties raised in an affair already so difficult in
itself. This criticism, by one of the parties, of an agreement entered into, increases the
difficulties ten-fold ; and as if we had, not sufficient of them in the undertaking itself,
and of such as the political situation creates. At moments we cannot prevent ourselves
from being surprised and pained at such a want of intelligence on the part of those who
oppose us. It is an overthrowing of the facts by an unjust and unwise law. Where
would we stand if we were to do the same ; and if we, who have so many good reasons to
make difficulties and to present claims, were to set fortli all the reasons that we could
justly invoke, in order to obtain better conditions. We have plenty of means and ways
of all kinds to do this, and to do it upon a scale which increases their power an hun¬
dred-fold; or to annihilate them in a manner, by the difficulties, the unjust claims, with¬
out reason, without fotmdation and without the least justifiable or susfainable cause, that
are invoked.
And this surprises and pains us so much the more, that it comes from a country
known for its intelligence and honor, and that the disputes are, in some points, without
any real interest to it. Eespect, therefore, our contract, and give us a charter which
shall he honorable to those who grant and to those who receive it. It is not you who
have made the charter which we censure—it has heen retouched at random by people
who know nothing about it, and who have made changes without taking into considera¬
tion the enormous contradictions with which it abounds. We do not speak of that which
is stronger and more blamable than these contradictions. We would not accept such
conditions at any price. It is necessary that they should he amended, taking as a basis
the law of parties, and respecting completely our contract. Otherwise we would, in the
eyes of our friends, be insane to accept an undertaking of this kind ; it is better that
it is impossible upon those conditions. Europe would not give a stiver upon such a
charter. Let us not, therefore, base our affair on the contract only, considering the char¬
ter as a corroborative document. An European would never, never accept this : it is to
dispense too much with rules and guarantees in business.
I shall write yon by the next mail as to the changes we demand, and I will assign the
reasons for them as clearly as possible. I thank you for the offer that you make us of
the 2,500 canal shares, belonging to the bank of Virginia. In the first place, we have
bought these shares, as well as all others ; and it is difficult for us to buy that which is
ours. AVe are ready to carry out our engagement as soon as the stockholders carry out
theirs. In fine, we would not give five francs for all the shares of the canal, if the work was
not in our hands. The shares, in our opinion, are worth nothing so long as the canal is
not sold. What is the net revenue of the canal I The shares of the canal, the work be¬
ing in our hands, ore worth the price at wdiich we bought them. As soon as the canal
is completed, these shares will he worth more than par, or at least one hundred dollars.
We are perfectly sure that by means of the premium or additional value of the shares,
48
Doc. No. 12.
the stockholders will have a share of one hundred dollars, tvhich will he worth at least
two hundred dollars, and that they will thus regain even more than they have lost hy
converting two shares into one. We do not wish to profit by the position in which some
stockholders might find themselves hy buying their portion of shares at a low price. We
desire that they shall have a legitimate part in the profits of the work. Laying aside the
question of delicacy, we attach great importance to the Virginian element, let it remain
whatever it may ; it is' a guarantee to us. We would not have accepted a stronger posi¬
tion : we do not wish that it should he less. The Virginia stockholders would give us
for nothing that portion of the stock belonging to them, hut we do not wish it. The
hank of Virginia had much better he careful. In selling them now, it loses a considera¬
ble sum. Tliat which it had better do, is to be careful, and assist us all that is in its
power. I will write you hy the next mail upon the question of being represented at
Richmond, and upon the question of security. I reiterate my formal assurance that you
need have no uneasiness as to capital.
But let us disengage the subject from the diflSculties with which it is wrongfully em¬
barrassed. I have told you I cannot say to my friends, " They will not keep the engage¬
ments entered into." I repeat, as the company keeps its engagements, we keep ours.
By the company I understand the state to he included, for the state is a stockholder. It
is as a stockholder that the state has sold. The state legislature has not the right to
modify that which the state as a stockholders has done. If it had this right, which we
deny, and it used it, it would commit a grave error. What would it say if we demanded
of it compensation upon some points, which renders the undertaking not as good as
when we bought it 1 Would it not be just, for example, that the tax of two and a half
per cent, of the gross receipts of the canal should be deducted from the annuity which we
have to pay the state 1 We do not demand that. However, although we have made the
bargain, we would not have consented to give so large a sum if they had made a consid¬
erable deduction also from the net revenue. There are several other points of the same
kind that we could bring in. It Would he a serious error not to appreciate the moderate
sentiments that we bring to this undertaking. We rely upon your intelligent and well
knowm patriotism to arrange that to the satisfaction of all the world. We thank you for
the assurances of aid that you give us. Rest assured that we acknowledge and appre¬
ciate it at its full value.
Accept the sincere assurance of my most devoted regard and respectful esteem.
E. BELLOT DES MINIERES.
[No. 17.]
Londox, December 8, 1865,
iVIy Deab Sir :
I wrote you on the 6th a long letter, to which I invite your special
attention. As I told you in the letter of the 6th, I reply in this one to the question of
security and representation by agent, of which you speak in the letter which you did
me the honor to write me on the 11th of November last.
You say to me, " for this reason, while I would not venture to obtrude advice upon
you, I beg leave to submit, with the greatest deference, a suggestion fof your considera¬
tion : it is this, that at the time of presenting a memorial to the legislature in your name,
asking a renewal of the charter of the 29th March 1861, you will offer to deposit in ad-
Doc. No. 12. 49
vanee, in the state treasury, the one million of dollars of the remstered stock of the
commonwealth, which, by the fourteenth article of the executory agreement, yon are
required to deposit as a guarantee for the faithful compliance with the stipulations in
the agreement."
Allow me to say to you, that we have never agreed to any such obligation. If we had
done so, we wonld adhere to it ; but I will teU you frankly that it was impossible to un¬
dertake such an obligation. We wonld have refused promptly, if such an exaction had
befn proposed. To deposit security in advance is contrary to all rules, to all received
notions, in a matter of business, without speaking of its incompatibility with the dignity
of the persons and of the matter in question.
Tet, we admit it, we have stipulated to deposit a security. But what says the article
of which you speak ? " 14.—The said company shall, in consUleratim of Ihe transfer afore¬
said, by the state of Virginia, of all her rights as a stochholder in the James Hirer and Kancacha
canal, etc., they shall deposit, etc."
There is between that of which you speak and the obligation which we have assumed
—and I may add, the obligation assumed by the James river and Kanawha canal com¬
pany, including the state—an immense difl'erence—a difierence about which it is not ne¬
cessary to say a great deal. It is in consideration of the transfer of the property that we
have agreed to deposit a security, and not for nothing. With the transfer of the canal,
we have a guarantee, a contract and a legal charter ; whereas, in making it in advance,
we have no guarantee, and oifer a bribe to the passion, bad faith and business incapacity
of those who attack us. They are in a minority, it is true, but this minority is already
too strong, if not in abeyance, when the nonor of the country and the carrying out of
obligations is concerned. With security deposited in advance, we would give encourage¬
ment to the most unreasonable exactions, not only from men of bad faith, which are
found in every country, but even on the part of honest people who are led into error
by their want of experience and knowledge of large transactions. The deposit of secu¬
rity in advance, which we are in no wise obliged to make, under different conditions than
those which we have accepted, may, it is true, be wrongly construed, but still may be
construed into such a desire, such an ambition to secure the canal at whatever price,
such readiness to submit to every thing on our part, that, I repeat, it would bring
about, in my opinion, an entirely opposite result, and can only suggest difficulties, by
encouraging resistance and provoking unjust exactions, hostile to the true interests of
the aftair. There are already too many things, objectionable points, unjust and unreasona¬
ble requirements, without our seeking to augment them by a sacrifice of our interests
and dignity. Your country—I say it with all respect—is considerably mistaken with re¬
gard to the value of the canal as a profitable investment, the difficulties of carrying on
the work, that of finding capital, and, above all, with regard to the value of our rights,
which are contested by some, either through bad faith or ignorance, and which we assert
most distinctly, and about the legality of which we have no doubt. In like manner it is
greatly mistaken when it believes that we are people who will accept the canal at what¬
ever price. This is an error which it would not be prudent to carry too far. We are
less anxious in Europe to have the canal than the optionists suppose. It is easy to make
the experiment. I fully authorize you to make propositions to one hundred and twenty
of the largest bankers in Europe, separately, and you will meet with one hundred and
twenty refusals. There is not one of them who would comprehend the matter, or even
would desire to undertake it or study it. Not a single one of the great bankers would
engage in such an affair except when determined by conditions of particular interest and
European cojnbinations, of which the Americans know nothing, and can know nothing.
50
Doc. No. 12.
It may be even better than you represent," the wealthy banker will reply ; " but for
me, who know nothing about it, it is not a desirable affair. It does not suffice that an
affair be a good one, but it must be witbin the compass of my capacity, and that it were
of some interest, to me, even though I only lent my name to it, I do not speak of my
money, for a banker never makes a transaction with his own money ; it is necessary that
the agents who execute the work and direct the affairs should have my confidence in
every respect. We do not transact business with everybody."
Speak to such a banker as I mention, and tell him that in every respect it is the most
magnificent affair in the world, and will pay better than the mines of Australia and
California combined. He would not believe you, or rather would not investigate the
matter. He would say, " He is not of those who in proposing an aflair do not repre¬
sent it in its best light. I have not the time to examine it. I do not doubt your sin¬
cerity, but it is so easy a matter to deceive one's self. I only have transactions with people
whom I know, and in whom I have confidence. I should have to employ an army of
clerks, and make personal investigations for truth, for which my whole time would not
suffice, were I to examine every proposition made to me." I believe no more in the in¬
fatuation of the New Yorkers than I do in that of Europeans for the Virginia canal. We
know by the difficulties we have experienced, what weight to lend to this inclination of
European capital. But we have means of action and relations which we affirm no
American has in Em'ope. We do not admit for a single instant that the United States,
for a long time hence, will be able, without European assistance, to undertake such a
work, laying aside the question of jealousies and political and commercial rivalries,
which would influence the North, if the question depended upon her, to do more to em¬
barrass and ruin the canal than to aid in finishing it. I recognize the canal as a désira^
ble enterprise ; but it depends upon conditions. It must be seen what it will cost and
what it will pay. Too many of your people, even among those who are regarded as the
best friends of the canal and of our possession and construction of the work, think and
act as if there were but one canal in the world—that of Virginia; as if there were no
work comparable to it, íínd as if it were the only work susceptible of being made to
pay—equal in that respect to the mines of California, Australia, Peru and Mexico. All
this is—and I say it with the greatest respect—very impolitic and in very bad taste. I
could name to you individually, and by hundreds, works which, with the same amount
of money, would give larger and more certain returns ; and many of these have the in¬
terest guaranteed by powerful states. In what concerns the canal, it is far from being
advantageous. With the charter it is worth nothing, and with the contract there are
many objectionable clauses. There are among you a great many people who, in perfect
good faith, believe that Europeans do not know what to do with their money; that they
are too lucky and even honored in investing their money in the James fiver and Kana¬
wha canal, if it only pays six per cent. " Money," they say, "is worth three or four per
cent, in France ; you will get six or seven per cent, in our canal. We do you a favor"—
and like false ideas. Investments, good investments, are unlimited. Capital is always
in demand, and may be invested in any quantity in government securities at seven, eight
and ten per cent., and at the rate of fourteen or fifteen per cent, in private securities, at
all times easily negotiated. This is much better than a canal in which you have no
guarantee of receiving as much as five, or even one per cent, upon your money.
If, in spite of these difficulties, we find the money necessary for the construction of
■the canal, it is because we have unusual means and combinations ; it is because of the
confidence which we inspire ; it is because we make the affair understood ; it is because
we overcome, by our eorobinations, the fear that the capital will not realize even one per
Doc. No. 12.
51
cent, of revenue in such a work. If your state exercised a broad and intelligent policy,
it ought to guarantee an interest of eight per cent. You ought to understand that the
following reasoning, "there is none hut the Virginia canal, and the people of Europe are
lucky in having their money accepted, etc. etc.," is a very erroneous policy. As I have
had the honor of telling you, there is in this affair an interversion of positions, which is
neither wise, or reasonable, or prudent, or politic. Both the state and the James river
and Kanawha company would commit a grave fault if, together or separately, they raise
difficulties, no matter under what form, no matter to what we might ask, which was not
manifestly unjust or unreasonable, while on the contrary we ask nothing of such a
character. Let the ignorant babbler, and those who, for the sake of opposition, demand
tins security, do so, but from serious men it is not acceptable. It is changing their po¬
sitions. It is not we who, by right, ought to give guarantees ; it is we who ought to
demand them for the capital which we bring to the work, and in order not to be dis¬
turbed in the construction of the works by political troubles. Such a security in ad¬
vance is in opposition to all received usages—in contradiction to European ideas.
To ask of us to send in advance such a sum just at the time when your country is
dancing upon a volcano ; when our contracts are attacked and contemned ; when oppo¬
sition on the part of West Virginia may thwart, summarily the good intentions of East
Virginia, and when our only consolation will be long and costly lawsuits, during which
our security would remain idle and unproductive. We are disposed to think that things
might be settled amicably; but suppose that the state of West Virginia, notwithstanding
there was no right, might not desire it, we would be obliged to plead against this state,
and to implicate in the cause, as our guarantees, both the state of East Virginia and the
James river and Kanawha company. We would be in an agreeable position, in
having, during the suit, which might last a very long while, a security of many a million
in the treasury of East Virginia. Notwithstanding we have good right to complain of
stipulated engagements not being carried out with regard to us, there are people who ac¬
cuse us of want of good faith in keeping our engagements. The moment that we have
money at Richmond, and without any guarantee, it may please any stockliolder or dis¬
contented and ill-meaning person to urge a claim against our security, and under this
pretext institute suit, during which the security will eat itself up, notwithstanding the
question of right might be on our side. You will perceive that this demands reflection,
and you will understand that before placing many a million as a prize to the manœuvres of
the first ill-disposed person, we insist upon having the question made clear and our rights
and obligations respected. We cannot overlook the political difficulties which envelop the
South at this moment. The American journals speak openly of the fears of a negro in¬
surrection ; the freedmen's bureau is maintained ; military occupation of the South is
maintained and increased ; the republican party have carried the elections ; the radicals
are gaining the ascendant. Nobody knows what will be the policy of the president.
The republicans have the majority in congress ; will not congress adopt a policy of sub¬
jugation and conquest I Will the southern representatives be admitted into congi'ess I
Nobody knows what policy the president, or rather congress, will adopt with regard to
the Mexican question. There is an apprehension of war between the United States and
France ; the nomination of General Logan as embassador to the Juarez government ; the
acts and attitude of many American personages, and many facts of grave importance,
give rise to serious fears of a conflict between the United States and France, and even
with England. All this renders capital exceedingly timid, and makes still less justifiable
the sending, in advance, so large a security, under such unsettled political circumstances.
Wo believe and hope all these things will be settled amicably; but facts, such as those I
52
Doa No. 12.
hare just spoken of above, need no commentary. Congress may pass a series of mea¬
sures, of which we do not presume to he judges, but which may drive the South to de¬
spair—which may place it in the attitude of unconditional submission, or the alternative
of a desperate struggle. The question of negro suffrage alone presents a world of inex¬
pressible difficulties, and may bring about disturbances of which it is impossible to ap¬
preciate the extent. The situation is much more complicated to-day than in 1861, when
this security was also demanded. We would have been in a pretty position if we had
complied. The loss of this security would aid us little, I assure you, in completing the
canal. At that time our contract was not contested, and Virginia was not split in half.
This single fact of a division of the state creates a great difficulty with reference to send¬
ing a security in advance. In view of the vote of the general assembly, at two sessions,
it is out of the question to suppose that the legislature of the same state will prove itself
inconsistent, and decree itself a patent of bad faith in the face of the country, or at least
in that of levity.
Never did the same tribunal sit in judgment upon a question decided by itself. We
are much stronger now than we were at that time. To the elements of strength which
we had we have added others. We are strengthened by all the labors which we have
performed since that time. We have strength, the advantage of alliances, friends, com¬
binations—friends which we had not when the legislature gave in the charter. It is con¬
trary to the honor, the dignity and interest of the state of Virginia, the James river and
Kanawha company, and to our own, to raise a question as to our "ability." It is, I repeat,
to the honor, dignity and interest of all not to place the question upon any such ground.
We will deposit the security the day on which the company is ready to carrj' out its
obligations with respect to us. The deposit of a few millions as security, signifies noth¬
ing when such a work is in consideration. We do not desire you to sell out to us on
credit, on promise : we want you to sell to us for money. The most exacting vendor is
unpardonably indiscreet when he says to the purchaser, " Can you pay me V and the
latter replies, " I will pay you on delivery." And it is a gratuitous indiscretion, when
such a thing comes from a state or from a company, when this state and this same com¬
pany have already negotiated with the same persons, and have already accepted them as
reliable. It is the interest and duty of the company to place itself honestly and boldly
in opposition to the exactions of a few hostile persons, who bring up this question, and
use it as a pretext for their purposes. You should have demanded all this before nego¬
tiating with us. We would not have accepted it. After having negotiated with us, we
have a right to be surprised to see a question introduced which has been many times
sanctioned by the company and by the state. I have told you that there were other
undertakings besides the A'irginia canal. I will add, that everybody does not treat us
in this manner.
There are many American works equal to the Virginia canal, which offer us better
inducements, and which would be very glad to have us take them in charge. They do
not demand any security from us at all. Here is what was written to me otBcially the
29th of November last, by the president of one of the great American enterprises, at
present sojourning in London—an enterprise in the AVest, which has the friendship and
patronage of the strongest companies of public works, railroads, etc., of the AA'est and
North, wdth also considerable political influence in official circles and with the republican
party. It is not a mere project, but an enterprise with imporatant works already com¬
pleted. I copy word for word ; " I am highly impressed with your candor and friendly
disposition to us and our enterprise, as well as with the views you entertain of the
proper course to be taken to meet success.
Doc. No. 12.
53
•' We feel disposed to jdeld to your judgment, as to one having greater experience and
more enlarged views of such projects.
" Begging that you will accord to us that confidence we know wt merit, we submit to
you the following facts and make the following propositions, etc. :
" 3d. I further propose that your line of policy he followed, that you dictate what
shall or shall not be done ; that if you please you may organize an European board of
control, and appoint such officers and agents as you choose, to see that the work is pro¬
perly done, and the money properly expended. Having the fullest confidence In your
capacity and integrity, we feel disposed to place the management in your hands, so far
as you are willing to assume it, as indicated, and prosecute the work on your plans."
There is a great difference between the language of this company, which, in its extent,
represents interests quite as considerable as those of the Virginia canal, and the demands
of those who exact such things as we have objected to.
The closing of the mail prevents my considering the second question now.
Respectfully, your obedient servant,
E. DE BELLOT DES MINIERES.
Col. Thomas H. Ellis, Fresideni of the James Fiver
and Kanawha Company, Fichmond, Virginia.
54
Doc. No. 12.
Office of the James River and Kanawha Compant,
Bichmmd, January 3, 1866. ,
Sir :
I have the honor to communicate herewith a copy of a letter from His Excel¬
lency the Governor of West Virginia, on the subject of the executory agreement of
Messrs. Bellot des Minieres, Brothers & Company, for the completion of the canal, and
respectfully to request that it may he printed with the documents accompanying the me¬
morial of this company to the general assembly, presented on the 20th ultimo.
I am, with great respect,
Your obedient servant,
THOMAS H. ELLIS, President.
Hon. John B. Baldwin,
Speaker of the House of Delegates,
The State of West Virginia,
Pxeeutive Department,
Wheeling, December 26th, 1865.
Thomas H. Ellis, Esq., President
James River and Kanawlia Co., Eichmond, Ta. :
Sie:
Your communication of September 27th was duly received, but I have not been
prepared to answer it until recently.
I submitted it to the consideration of the Kanawha board, and herewith transmit a
copy of their report thereon.
It seems to me that there exists no good reason why the contract with the French
company for the completion of the water line from the James river to the Ohio river
should not be renewed, and the charter of the Virginia canal company revived, with such
modifications as the changed condition of those interested may indicate, and I shall take
pleasure in commending the subject to the favorable consideration of the legislature at
the approaching session.
Very respectfully,
A. J. BOREMAN.
Charleston, W, Va., Dec. 7, 1865.
At an adjourned meeting of the Kanawha board, held at the office of Dr. J. P. Hale,
the 6th instant—present, James W. Cakes, president. Dr. S. Patrick, B. H. Smith, P. W.
Morgan and L. Ruffuer : ^
Whereupon, it is ordered that the following response to Governor Boreman be commu¬
nicated by the secretary, under the seal of the company :
Charleston, W. Va., Dec. 6, 1865.
His Excellenct Governor Boreman :
Sir :
Our president, James W. Oakes, laid before our board the communication
addressed by your Excellency to him, under date 22d ult., with the copy of the communica¬
tion of Thomas H. Ellis, Esq., president of the James river and Kanawha company, dated
Richmond, September 27th, 1865, touching the renewal of the contract and charter with
Doc. No. 12.
55
and to the company of French capitalists, made in 1860 and 1861. The letter of yonr
Excellency only reached our president on the 1st day of the month, and this board, in
accordance with your request, seize the earliest occasion consistent with the magnitude
of the considerations invoked, to present our views in the matter. Since the receipt of
your Excellency's letter, this hoard has only been able to examine the " act of the legis¬
lature of Virginia, passed 29th March 1861," on this important subject.
The plan of improvement of the Kanawha and New rivers, and of the canal from the
mouth of Greenbrier river to the Alleghany summit, within our territory, is in our view
unexceptionable. That an improvement of the character indicated in connection with a
continuous line of like character to tide water, would form the greatest thoroughfare
possible between the great West and the Atlantic, and would tend to develop and enrich
our state, especially those portions within its range, beyond any other conceivable enter¬
prise, cannot he doubted. These facts conceded, it remains only to enquire whether the
parties proposing, sustained, as intimated, by the French government, will execute the
contract if made according to its letter and spirit, a question which this board feel itself
incompetent to decide. It is not to he denied, however, that the continued corre¬
spondence of one of the contracting parties during the late war, professing readiness to
execute it, together with the support of the agents of Ihe French government, would
appear to furnish strong presumptive evidence in its favor. It does not occur to this
board that objection can be made to a renewal of the contract with the company, with
modifications to adapt it to changed relations, by any of our authorities or people.
In this view, if it shall be the purpose of your excellency to recommend legislation on
the subject, this board will most willingly exercise itself in preparing a draft of the pro¬
visions needful, in our judgment, to he incorporated in the act of legislation to carry out
the contract on our part, to he presented to the legislature for consideration at its next
session, if like action is adopted in Virginia.
A copy from the record.
C. H. HATCHER, [Seal.] •
Secretary Kanawha Board.
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