I need a friend in New York to help me change my position in some way in reference to the Mariposa Company and as you were more familiar than anyone else not directly interested with the circumstances and conditions verbal and implied, of my engagement by the Company, I venture to hope it will not put you to much trouble if I ask you to assist me, so far as may be required.

You will remember that before I accepted my appointment from the Trustees, I was assured verbally by Mr. Hoy, Mr. Opdyke and Mr. Ketchum that if the mines should fail to meet expectations (a contingency which I had very distinctly in view), that no undertakings in which I might engage should be dropped prematurely from want of capital or for other reasons, and that especially the Company should not be allowed to fail to meet any engagements which I should make.

This assurance was never withdrawn and on the 12th December, the Secretary of the Company in New York wrote me as follows:

“I am authorized to say officially that your management and its [412]results have received the approval of the Board and they assure you of their cordial appreciation of the difficulties you have had to contend with,” &c.

This letter was not received by me in regular course till the 16th January.

On the 6th January I was advised that my checks as Manager were protested at the Bank of California and that having made demands on the Company which were not met it proposed to attach the property in my hands. Three successive attachments were immediately placed upon the property, its sale under which would have left nothing for a large number of creditors remaining behind, including the workmen.

The letter above quoted will show how little reason I had after the original assurance of the Trustees to which I have referred, to anticipate anything of this kind. I was accordingly unprepared for it, and it placed me in a most delicate and painful position.

My telegraphic advices indicated that the Company would make the necessary provision to relieve me and to prevent a prolonged suspension of the works, but that the officers could not perfect the arrangements for this purpose at once.

My first aim therefore was to gain time for them. In this I was so far successful, that with the exception of a payment of $7,500, which was made by remittance from the Company in April, the alternative of a forced sale or of a payment of any demands in California did not become imminent before June (nearly six months). I secured this delay of judgment principally by making it a condition of signing a specie contract, which much increased the legal though not the moral value of the claims of the attaching creditors.

My second purpose was to deter the workmen from forcibly and illegally possessing themselves of the property of the Company, for the payments of the debts due them. Custom and public opinion in the County as well as their own necessities strongly urged them to this course and I was so advised by the civil officers of the County and others. If it had been followed it was certain that ruffians would have taken the occasion not merely for wholesale robbery but to wantonly destroy property also.

In this purpose I was completely successful, nothing having been lost to this day by illegal action. The reason was the men were induced to believe that I was looking after their interest, and their immediate wants were constantly provided for before they came urgent and gave a fair color excuse for disregarding my appeals to their patience and loyalty.

My third purpose was to prevent the Estate from falling into a completely non-productive condition and the injury which would occur if the work should cease in the mines.

In this I also have been successful, work having never been [413]entirely stopped, nor the mines allowed to fill with water. Indeed none of the mines which could be worked profitably have at any time been unproductive except for a short period in the latter part of the Winter. This was accomplished notwithstanding the property was in the hands of the Sheriff by a series of treaties made between the men, the different attaching creditors, the Sheriff and myself, under which the men were allowed to work the mines and mills, supplied with provisions and paid current wages, the bullion produced being made to meet their expenses, the surplus only going to the attaching creditors. The debt to the Bank was reduced by this surplus over $40,000 before April, and its attachment was then lifted just in time to prevent a Sheriffs sale or a riot, by the remittance made from New York for the purpose.

At this point, however, the Sheriff refused to be a party to these arrangements any further, his previous action having been of doubtful legality.

I then made an agreement with Messrs. Dodge Brothers acting in behalf of the remaining attaching creditors, by which the attachments were raised, and under which the works have proceeded in a quiet, orderly and successful manner. The men have been paid their current wages and something on arrears and about $30,000. has been realized for the benefit of other creditors. Under this arrangement the use of the Company’s property is secured to the attaching creditors, but with provisions which prevent the enormous sacrifice that would unquestionably occur if the law had been allowed to take its course. My attorney, Mr. Haight in San Francisco, told me that from his experience he thought this might have been nine tenths of its cost value; so far as it is now being disposed of its full cost value is being realized.

I have no doubt that by the means indicated, I have saved the owners of the property a loss of more than a hundred thousand dollars. That the Trustees approved the general policy is indicated by the fact of their making the remittance which they thought necessary to sustain it.

Nevertheless they apparently have not thought it necessary to the same end that they should make any provision for continuing the payment of my salary or meeting my necessary expense.

On the 22nd of March I wrote addressing the Vice President of the Company.

“Since it became apparent that you could not furnish me with means to raise the attachments I have endeavored and so far succeeded in not making any peremptory demands upon you for money and shall continue to do so to the last moment possible, but you will of course understand that circumstances will sooner or later leave me no choice in this respect.”

I had then and continued for sometime afterwards to maintain myself by the use of some little property of the Company which had [414]escaped the observation of the Sheriff and creditors, but under the agreement with Dodge I gave him a bill of sale of all the property of the Company in my hands, and consequently, the contingency having occurred contemplated in my letter above quoted of 22nd March, I telegraphed May 9th “Remit by telegraph five thousand $5,000. for necessary expenses.” and in my letter of the same date I wrote as follows:

“There has been no disturbance on the Estate the men seeming to be generally satisfied that the new arrangements were made in their interest.

“The conduct of our foremen through all our difficulties has been admirable. They have taken considerable pecuniary responsibility upon themselves to allay discontent. In these and some other cases where money was deposited with us as trust funds amounting altogether to not over $3,300. it is very desirable that I should be able to make payments. I have been unable to obtain concessions from Mr. Dodge that would enable me to do so, and I earnestly request that if possible I may be supplied with means for the purpose, as well as for the salary of myself and the book-keeper whom I shall retain in employment and for necessary expenses. The amount of $8,300. would probably suffice to carry me to September, the above amount of $3,300. being included in this.” [leaving the $5,000 peremptorily called for in the telegram].

I received no reply to either of the above communications and indeed no reply to or acknowledgement of any of my letters and telegrams since February 2nd until last week when a letter came from the Secretary informing me that Mr. Hoy had resigned and that Mr. Wm B. Scott had been elected President of the Company and a letter from Mr. Scott, in which he says that the Company has no funds to meet any demand, and that he trusts that “in future no further demands will be made” on the Company.

It is impossible for me as I am advised by my lawyer, to get a dollar from the Estate until the claims of the creditors in whose behalf it is now being worked, are fully met. This at the rate of the progress of liquidation thus far, which fully meets expectations, will not be in less time than five months from this date.

Meanwhile I have no assurance that the Estate will not soon pass into the hands of the bondholders. In this case I should be out of pocket on account of my care of the property from five to ten thousand dollars, besides bringing losses to those who stay with me.

Practically the Company says to me: You must provide means yourself for taking care of the property, maintain yourself and family where you are and lose all chances of other business which, in the period of general revival of business throughout the country, may be offered you, with no prospects of remuneration except in the possibility that the Company will eventually resume payments.

[415]

I think this is an unreasonable demand upon me, and that I shall be justified if it is not modified, in leaving the Estate and accepting other engagements. Mr Vaux has offered me a chance of sharing with him an engagement which he expects to have from the Central Park Commissioners.

I do not clearly understand what the undertakings are that it is proposed that Mr. Vaux and myself should be employed upon, but if, as I suppose, they are a natural sequence and extension of the Central Park, into which the motive of the Park design should be prolonged, I should be sorry not to occupy my place in them.

I propose, therefore, if this should appear to be so, to accept the proposal with regard to the park and to leave here, say in October (possibly in September) with my family for New York, delegating my duties here to Mr. Martin who came with me from New York and is fully competent to undertake them. (Mr. Martin being a bachelor is willing to take the risks of the case for a somewhat longer period than I am.)

If, however, I could be assured that if I hold on here, I should be paid $30,000 within three years I should consider the claims of my present engagement to override all others.

I can see but two ways in which I can have adequate assurance on this point:

First, from the bondholders. Some of them might give me reason to believe that if the Estate should come into their hands, they would adopt and carry out the contract of the Company with me. I have had some vague indirect intimation that this would be the case, butt is of no value. It is possible that you may have friends among the bondholders, who would give you personally and confidentially sufficient assurance on this point, to enable you to advise mote stay.

Second, it is also possible that before it becomes necessary for me to decide beyond revision whether I shall stay or not, a reorganization of the Company may have been effected upon the basis of preferred stock, and the ability of the Company to carry out its contract with me may be established. It is even possible that after such a reorganization parties interested may be desirous to have me remain and for that purpose be willing to become personally responsible for the fulfillment of the contract.

I do not think either of these contingencies probable, but it seems to me just to leave the door open for them as long as I can, and I mention them that if you think proper regard for my obligations to those in whose interests I should remain here, if I remained, requires any attention to be paid to them, you may advise me accordingly.

I hope you will not feel as if I were asking you to take much trouble or responsibility in my private affairs. I don’t know myself who [416]the present Trustees or the principal bondholders of the Company are. You probably know something of them and can judge readily whether they are a class of men to be looked to with any confidence. If you do not know them or what their general standing is, and if you cannot readily and without effort ascertain their plans and expectations, it will, I think, be reasonable for me to act upon my present impressions which are that it would be unsafe for me to continue longer in their employment, and you can at once so advise me. Your advice to that effect would not necessarily be conclusive because I may before I receive it have found means of taking care of myself in California without abandoning my engagement, which I shall endeavor to do especially if Vaux does not make me feel as if he had a pretty strong claim upon me to return to New York, and in any case my position will not be one to justify anxiety on my own account. I have already, by selling stocks which I should be unwilling to leave here, breaking up housekeeping and otherwise, prepared myself to go at short notice, and the worst of it is that while my prospects on the Estate are so uncertain, I necessarily live at very heavy expense and very uncomfortably. Nevertheless I can stand it, say till November and not feel that I have been unfortunate on the whole, if the interests either of the Stockholders or Bondholders seem to require it, and this I mean—whether I am eventually paid or not. Therefore don’t be reluctant to advise me to assume further risk of loss on their account, if it strikes you as being particularly desirable either on the score of their interests, or my duty, that I should.

There is only one position in which it may possibly be attempted to put me and which I don’t want under any consideration that occurs to me as possible to be offered, to be allowed to stand; that is as a scapegoat for the sins of Fremont, Park, Selover, Hoy, Opdyke, Ketchum & company. If it comes to that I am disposed to force them at once to a law suit, and a public and thorough investigation of the whole business. This might be done, perhaps, either by a suit against the Company for non-fulfillment of contract or by a suit against Hoy and others for having obtained my services under false pretences. I don’t suppose I could legally prove this; but in trying to I would force an exposure of whatever was wrong or of that which they desire to conceal or withdraw attention from and so vindicate myself of that, if not of misjudgment in respect to my personal concerns.

I shall write to Mr. Vaux by this mail requesting him to call on you, that you may know whether on account of his engagements it is important that I should at once cut myself adrift from the Mariposa Company. It may be important [for him] [to] be able to judge whether I am likely to return and for that purpose to have your own conclusion as to whether the facts which will have transpired in New York before this reaches you, favor my doing so or not. If you find it convenient and are [417] so inclined, please advise with him and with Mr. Godkin. My expectation is that especially if Mr. Vaux desires me to come home on account of the Park and if nothing has transpired in the affairs of the Company to put a different face upon the business from that which it bears to me at present, you will simply telegraph me to that effect. I do not propose to resign but to assume that I am forced to go to Head Quarters, telegraph that I am coming and proceed by first steamer afterwards. I should thus not terminate my engagement and should be free to return, if required, if I had adequate security in doing so. But I should not of course expect this after taking my family home and if I went to New York myself the country is in such a deplorable condition I should not like to leave them in Mariposa, even for a couple of months.

I shall have something to say, by the way, about commercial matters in California which I think will interest you, if I do return.

Please make free use of the telegraph as you may see occasion, addressing me care of the Bank of California. Mr Vaux will meet all expenses for me.

I enclose a general Power of Attorney, as the simplest and broadest credential for any purpose in which you may have occasion to make enquiries, speak or act for me.

If the telegraph is working you may expect to hear from me about the time that this should reach you if not before and especially if I have had any new light on this matter.

I am aware that I have made a long preamble to a request for nothing definite. My ignorance of the whole New York part of the business of the Company must be my apology for this vagueness. I have endeavored to possess you with the facts which, as far as they go, control my judgment and what I need is to be advised in what manner my judgment and purposes should be modified by such knowledge as I presume to be readily obtained by anyone in Wall street. This advice is what I ask of you, if it should be as I suppose, not difficult to determine the general drift of the New York end of the schooner. Also, however, if you see an opening by which you can without inconvenience in any manner materially strengthen my position, I request and authorize you to use it.