| From the Minutes of the Board of Directors of the
Eastern Texas Railroad |
| |
| Nacogdoches, May 23, 1861 |
| |
| The President stated verbally to the Board
that it was convened to take into consideration the condition of the
Contract with Messrs Moran Bros of the City of New York for railroad
Iron &c furnished by them for the E. T. R. R. Co and payment
provided for the same in the US Bonds set apart by the State of Texas
for Railroad purposes. And as said Bonds in consequence of the
political difficulties & actual State of War which has taken place
in what was once the United States of America since the confirming of
said Contract have caused a depreciation in the face value of said US
Bonds. He respectfully submitted to the Board the subject for their
consideration and action. |
| Whereupon the Board adopted the following
Agreement and Authorized the execution of the same between the
President of the E. T. R. R. Comy. and Isaac R. Cornell (now present)
Agent for and representing said Moran Bros in the premises' |
| |
| The State of Texas |
| County of Nacogdoches |
| Articles of Agreement entered into this
23d day of May A. C. 1861 in the town of Nacogdoches, county &
state aforesaid, Between Isaac R. Cornell Agent of Moran Bros of the
City of New York, State of New York, on the one part and the Eastern
Texas Rail road Comy of the other part |
| Witnesseth. Whereas on the 21st day of August A. D.
1860, the Eastern Texas Rail road Company through their authorized
Agents Geo. W. Cochran, L. H. Witman and H. H. Edwards, entered into a
Contract with Moran Bros of the City of New York for 12,500 tons of
railroad Iron to be delivered by said Moran Bros to said Rail road
Company in Texas as specified in said Agreement, which said Iron was
to be paid for out of the Loan provided for and set apart by the State
of Texas for railroad purposes, and which State Loan then consisted of
United States Bonds which the said railroad Company was required to
take at not less than their face value. And whereas at the time of
said Contract said Bonds were marketable at their face value and over
including Interest theron -- But since that time owing to the present
state of political difficulties, and actual state of War, between the
different sections of the United States, said Bonds have depreciated
in value which depreciation was not contemplated by either party to
said contract at the time of the execution of the same, and whereas
the said Moran Bros in pursuance of said Contract have delivered t
said Eastern Texas Rail road Company the first 2500 tons of Iron
provided for in said contract and the same is now readily all laid
down on the Road of said Company, and they are now about ready to draw
from the State of Texas their portion of State Aid, Due upon the first
section of said Road which under their said Contract with Moran Bros
the said Moran Bros are authorized to draw and apply as specified in
said Contract to payment of themselves for said Iron and it becomes
necessary for the said Eastern Texas railroad Company to execute a
Bond to the State of Texas to enable them to draw said aid. And there
arises a question under all the circumstances as brought about by the
present difficulties existing between the different sections of the
Country, as to what is just and equitable between the said contracting
parties as to the loss to be sustained by reason of the unanticipated
depreciation of the said State aid. It is now Agreed between said
Moran Bros through their agent Isaac R. Cornell and the said Eastern
Texas Rail road Company (through a majority of the Director) that said
question of loss, or account of the depreciation of the State Aid
which under the Statutes of Texas the said Company are compelled to
receive at their par, or face value, including interest shall
hereafter be adjusted between said original contracting parties by
arbitration -- One arbitrator to be selected by each party (of good
moral standing & integrity) and having no interest in this matter,
to determine & adjust this matter between said contracting
parties, with power in case they cannot agree among themselves to
select an umpire to determine fully on the question at issue. |
| It is further Agreed that any benefit
which said Moran Bros may derive, or may hereafter derive by reason of
any Deduction of Duties on said Iron from the amount it was at, at the
time of said Contract which ash been brought about by the same causes,
as the depreciation of the said State Aid or which may also be
effected by or through the exertions or instrumentality of said
Eastern Texas Rail road Company shall also be taken into
consideration, and adjusted in like manner for the benefit of said
Company. |
| It is further agreed that if the said
Moran Bros shall now receive the said State Aid that is now due at
Ninety Cents on the Dollar, all Arbitration in regard to the matter
shall cease. |
| Under this Agreement the Iron now in
Galveston is to be forwarded to Sabine pass, and there delivered to
the said Eastern Texas Rail road Company. The State Aid to be
hereafter drawn on account of said Iron when laid down to be then
subject to matter of Agreement between the contracting parties. |
| In testimony whereof Isaac R. Cornell as
Agent for Moran Bros of the one part has affixed his hand and scroll
for seal, and on the other part the Eastern Texas rail road Company by
the signature of its President attested by the Treasurer with his
signature and the Official Seal of said Company. The day and year
first herein written |
| singed by Isaac R. Cornell, Agt for Moran Brothers |
| H. H. Edwards, President Eastern Texas Rail road Co. |
| attest |
| John Forbes Secy |
| E. T. Rail road Co |