Donnelly v. Baltimore Trust & Guarantee Co.

Boyd, J., delivered the opinion of the Court. This is an action of deceit brought by the appellant against the appellee for alleged fraudulent misrepresentations in a circular issued by the appellee, offering for sale certain bonds ot the Nashville Railway. There are sixteen bills of exception in the record, fifteen of which are concerning the admissibility of evidence, but as the first prayer offered by the defendant, which was granted by the Court, presents the most important questions in the case we will at once consider that. It instructed the jury that there was “no evidence legally sufficient to show that any of the representations alleged in the pleadings were made by the defendant to the plaintiff fraudulently, and therefore the verdict must be for the defendant.” In the early part of 1899 the attention of the appellee was directed to the street railway system in Nashville by Kountze Bros., of New York, and Hambleton & Co., of Baltimore, bankers of high standing in those cities.

There were then in Nashville three street railway companies — the Nashville Street Ilailway, the Citizens Rapid Transit, and the Nashville and Suburban Railway. There was also a company known as the Cumberland Electric Light and Power Company, which in addition to furnishing electric light to the city and other customers, furnished power to the railway companies. After negotiations, a syndicate was formed in the early part of 1899, which purchased all the shares of stock of the light and power company, and all those of the railway companies, excepting the Nashville Street Railway Co., of which they purchased three-fourths or more. In the syndicate the appellee and Hambleton & Co. each had one-third interest, Kountze Bros, one-sixth and Messrs.

McGee and Baxter each one-twelfth. In May, 1899, a company called the “Nashville Railway” was formed for the purpose of purchasing the three existing rail ⁴ ways. Under the laws of Tennessee, street railway companies could consolidate, or be sold to each other, with the assent of the city and at least three-fourths of the stock of the companies interested. The assent of the city was not obtained at the time expected, and the proposed sale to the Nashville Railway was abandoned.

On August 31st, 1899, an ordinance was passed giving the assent of the city to the proposed sale or consolidation, but on September 14th, 1899, the Mayor vetoed it. On September 19th, before the veto was acted on by the Council, W. T. Cooper and other citizens and taxpayers of Nashville, filed a bill to enjoin the City Council, the railway companies and the City Register. On the same day the Court refused to restrain the City Council, but granted a ■preliminary injunction against the railway companies and the City Register. On that evening the City Council passed the ordinance over the Mayor’s veto.

On the 23rd of January, 1900, Chancellor Cook, of the Chancery Court of Nashville, dissolved the preliminary injunction, sustaining the contentions of the railway companies. Embodied in the decree is a statement that the complainants except and pray an appeal to the Supreme Court of Tennessee “which appeal the Court is of° opinion does not lie and refuses to grant same, to which action of the Court in refusing to grant said appeal complainants except.” On the day that decree was entered the railway companies were consolidated, by an “Agreement of Consolidation” entered into by them, “into one corporation by the corporate name of ‘Nashville Railway.’ ” In that agreement it was provided that the capital stock of the Nashville Railway be fixed at $6,500,000 “to be issued as full paid, non-assessable stock to the owners of the said four constituent corporations as agreed upon.” It further provided that the Nashville Railway issue $6,500,000 bonds of $1,000 each (to be secured by a mortgage or deed of trust) to the owners of the four constituent corporations, as agreed upon, for retiring the underlying bonds, for payment of expenses attendant upon the consolidation and for its general corporate purposes, but at least $1,651,000 of said bonds should be retained by ⁵ the trustee under the mortgage “for the construction or acquisition of branch or additional lines, extensions, power houses, betterments, property, equipment and other additional property, including construction and alterations.” It also mentioned the bonds which would remain outstanding against two of the constituent corporations — there being no bonded indebtness of the Nashville and Suburban Railway Company, or of the Nashville Railway. This agreement of consolidation was approved by the stockholders of the respective companies, was filed with the Secretary of State and seems to have followed the method authorized by the laws of Tennessee, provided the assent of the city is obtained. At a meeting of the stockholders of the four companies, held on January 23rd, 1900, the stock was directed to be issued; 64,989 shares to T. E. Hambleton and John N. Steele, trustees, and one each to eleven persons named, and a motion was passed for the issue of the bonds to the appellee, and that $2,789,000 of them be delivered to it, as agent for the owners of the stock, bonds and properties of the four constituent corporations in part payment therefor, and for the payment of taxes and expenses of the consolidation and other corporate purposes; that $489,000 of them be held by the trustee to redeem the bonds of the Light and Power Company and that the remaining bonds, $2,060,600, be held by the trustee to take up the bonds of the constituent companies, and the $1,651,000 be reserved for construction, etc. On May 4th, 1899, a sub-syndicate was formed which agreed to take from the appellee, as agent of the original syndicate, $2,300,000 of the whole issue.

When the stock of the several companies was purchased by the syndicate the appellee advanced the money, and in December, 1899, the other members of the syndicate paid it their portions — thus leaving a one-third interest in the appellee at that time. It was agreed that the original syndicate was to have the $2,300,000 of bonds at 87^, and the sub-syndicate at 94. The appellee had paid for the shares of the railway companies and of the light and power company, which sum, together with interest, ⁶ amounted to $1,863,822.34, and also various items which are set forth in an account filed, amounting to $148,962.77, being a total of $2,012,785.11. It charged itself with the proceeds of the bonds at 87⁴, and sundry interest allowed on the balance, $285.11.

It retained an interest in the bonds in the sub-syndicate of $75,000, and the evidence shows that all. the members subsequently paid for their bonds, excepting one subscriber for ten or fifteen of them. On the 29th of January, 1900, a mortgage was executed by the Nashville Railway to the appellee to secure the issue of the bonds. On the same day all the stock of the light and power company was deposited, duly endorsed in blank, under a declaration of trust, as additional security for the bonds, to be held by the trust company. On February 1st, 190.0, the bonds ($2,300,000) were charged to the sub-syndicate, and in accordance with the agreement with the members of that, the appellee proceeded to sell them as its agent.

All of the stock was issued, but $1,100,000 of it was put back in the treasury. Twenty per cent of the stock to the amount of the subscriptions by the sub-syndicate was given to its members as a bonus, and the balance was divided between the members .of the original syndicate and some others. The appellee gave part of its stock to three trust companies, and had left about $466,000. On February 5th, 1900, the appellee issued a circular for the sale of the $2,300,000 of bonds, and on February 12th, 1900, the appellant purchased seven of them, paying par and accrued interest, less a commission of one-half per cent allowed him.

The first coupon, due August 1st, was paid, but there was default in the payment of the one due February 1st, 1901, and none were paid afterwards. The company was placed in the hands of receivers in June of that year, a bondholders committee was appointed and the appellant sold his bonds at 78^ cents on the dollar. He now seeks to recover the difference, with interest. The bondholders committee sold the bonds controlled by them to another syndicate for 80 cents on the dollar, deducting one and one-half per cent for expenses.

As the alleged false representations were ⁷ made in the circular spoken of we 'will consider them in the order they there appear. i. The first is : “ We own and offer fart of an issue of the first consolidated mortgage 50-year 5 per cent gold bonds of the Nashville Railway of Nashville, Tennessee.” We find nothing in the evidence of Mr. Donnelly suggesting that he thought that the appellee was the actual owner, in its own right, of all the bonds to be sold, or that this statement in any way influenced him to make the purchase. He was a member of the finance committee of the Metropolitan Savings Bank of Baltimore and could not have supposed from that circular that the trust company was the owner of all the bonds. He was allowed a commission of one-half per cent and would not likely have thought that the appellee was paying him a commission for buying its own bonds.

He must have known that the circular meant that the appellee’s ownership was as trustee and that it had the sole control of the sale of the bonds. Surely Mr. Shriver, who dealt for him and talked with him over the purchase of some of the bonds for the bank, would, as the president of a bank, understand what that part of the circular meant. Mr. Waring, president of the Central Savings Bank, and also a member of the executive committee of the appellee, testified that in his opinion the statement was true that, “they were the representatives of the syndicate that owned the bonds. I think that is the usual and customary > way of stating it.” Messrs.

Davidson, David Ambach and Eugene Levering testified to the same thing in substance, and there is not only no contradiction of their evidence on the subject, but they were called by the appellant and examined in chief as to this statement. The appellee had the legal title to and the possession of the bonds, and as a member of the sub-syndicate did in fact have a beneficial interest in part of them. In the discussion of another question the appellant’s brief says “There is nothing on the face of the inslrument itself” (referring to the mortgage) ‘‘or in the circular to suggest that the defendant was not an indifferent party, without relation to or connection of 'any kind with the railway, except as the trustee ⁸ under the mortgage,” the latter part being italicized in that brief. It is difficult to understand how that statement can be reconciled with the contention of the appellant on the. point now under consideration.

The reference to these bonds as an issue of “the first consolidated mortgage” is also criticised, but there is no evidence that there was any other consolidated mortgage. The circular shows on its face the.amount of bonds authorized and the amount reserved “to retire underlying liens." There was therefore actual notice to purchasers that there were $2,549,000 of underlying liens on the property which was to be provided for out of the issue, and the balance to be sold was ascertained by deducting from the total issue those reserved to meet the liens already existing, and those held for future extension, etc. The point made that there was in fact no' security in the properties' acquired, beyond the liens already existing, will be considered under another branch. There is nothing in the first alleged misrepresentation that could support an action of deceit. 2. The next representation complained of is as to the mileage.

The circular states that of each of the three railways, concluding, “total mileage at present 66.2.” We find nothing whatever in the record to show that there was not that number of miles of track owned by those companies. It is true that there were not 66.2 miles of streets in the city of Nashville occupied by them, but there is no contradiction of the evidence that if there are double tracks of a railway in a city, distant one mile from one point to another, the mileage is counted as two miles. Such being the testimony, how could any one making such a statement be held guilty of fraud, for that reason, in making it? If, as the witnesses say, it is the usual way of stating the mileage of a street railway it is the proper way to describe it.

It is also said that some of the tracks were, useless, and some actually not used. But surely that would not require them to be left out of the statement to avoid the charge of fraud. Any consolidation of street railway companies may ⁹ make some tracks of little or no use to the consolidated company — at least for the present — by reason of there being parallel roads or other cause. But in addition to the material in them, the franchise to use or control such streets, or the future needs of the company, may make them valuable.

Whatever policy the new company might adopt as to the use of some of them, a purchaser of bonds should not expect it to leave out of a statement of tracks actually in existence such as might be deemed undesirable or unnecessary. The condition of the road will be considered later. 3. The circular states “ The railway company is the sole owner of the capital stock of the Cumberland Electric Light and Power Company, and all of the shares of said company are deposited with the trustee as additional security for the bond issue.” That company’s bonds are provided for, and every one of its 3,400 shares of stock was purchased by the syndicate. It is true that the railway company was not technically the owner of the stock and the laws of Tennessee prohibit a street railway company from owning the stock of such a company.

Mr. Davidson testified, when examined by the appellant on the subject, that when he prepared the circular he had overlooked that fact, but there can be no doubt that the railway company was substantially the owner of the light and power company, in so far as the question of ownership could possibly a^ect the value of the bonds offered for sale. The statement that all of the shares were deposited with the trustee was true, and after default was made by the railway company all of them were sold, and the proceeds applied towards the payment of these bonds. After they were purchased by the syndicate 3,390 shares were placed'in the name of trustees, who on January 29th, 1900, the date of the mortgage, made a declaration of trust reciting that they deliver and pledge the said stock to the appellee, “To hold the same for the benefit and security of said bonds issued by the said Nashville Railway and secured by said deed of trust or mortgage * * * under and upon the same terms, trusts and conditions, as are set out.in said deed of trust.”. It then gave the appellee full ¹⁰ power to sell them in case of default.

It recited that the board of directors of the Nashville Railway had power and authority to remove either of the individual trustees, and to fill vacancies, and the trustees covenanted and agreed with the railway that, subject to the pledge made to the appellee, they would hold the stock “for the benefit and subject to the direction of the board of directors of the said Nashville Railway,” and that until default in the bonds they would pay over to it “all dividends and moneys that may be received by them for or on account of the said stock.1’ They endorsed the certificate of stock in blank and turned it over to the appellee. The remaining ten shares of stock, which were held by the directors of that company to qualify them as such, were likewise turned over to the appellee subject to the same conditions as the others. Without further comment on these facts, which are not attempted to be denied, it is impossible for us to see how the variance between the statement in the circular and the actual facts could be made the foundation of an action of deceit — the only difference being that instead of the shares being in the name of the railway company, they were held for its benefit by trustees of its own selection, with an express covenant on their part to pay over to it “alt dividends and moneys that may be received by them for or on account of the said stock.” It is clear that the bondholders in fact got all the benefit of the stock that they could possibly have had, if the Nashville Railway had held it in its own name. The circular did not pretend that the mortgage was a lien on the property of the light and power company, but expressly stated that it was confined to the three railway companies, and only claimed that the shares of stock of the light and power company were deposited with the appellee as additional security, which is not only not denied but proven by the appellant to be true.

We will refer to the earning capacity of this company in connection with that of the railway companies when we reach that branch of the case. 4. The next statement complained of is as to the “Perpetual Charter." The circular under that head states ‘‘The company’s ¹¹ charter is perpetual, and the Chancery Court of Nashville, Tennessee, has just decided that the franchises granted by the city to the Nashville Street Railway, and which under the consolidation are now vested in the Nashville Railway are perpetual. These franchises cover the largest and most profitable portion of the consolidated companies lines.” It is contended by the appellant (a) That this representation was false, to the knowledge of the defendant, and ('b) That it was false by reason of the suppression of the fact that there was then, pending litigation, which assailed the validity of the consolidation, of which it either had actual knowledge, or must under the cir ■ cumstances be held to have had knowledge. As these two questions are more or less interwoven we will consider them under the same general heading.

Mr. Donnelly testified that this statement had some effect on him. But was it a false statement, made without justification, in such way as to make the appellee liable in this action? The appellant could not have been deceived as to what the appellee relied on for its statement in reference to the decision of the Chancery Court and the franchises of the Nashville Street Railway. The letter from the attorneys was published as part of the circular and it stated that the Chancery Court had so decided, and we do not understand it to be denied that such was the decision of that Court.

As the Nashville Street Railway Company’s tracks were 46.9 miles, out of the total mileage (66.2), its franchise did cover the largest and, the evidence shows, the most profitable portion of the consolidated companies lines. Mr. Donnelly said in answer to the question whether the statement about the Court’s decision had its effect upon him, “It might have had some slight effect but I didn’t pay much attention to that.” The letter of the attorneys, after stating that the Nashville Railway was properly and lawfully consolidated, added “that by virtue of such consolidation it is possessed of all the franchises and properties of its constituent corporations, and that it has the legal right to exercise and carry on said franchises,” and concluded by saying: “The franchises of the Nashville ¹² Street Railway, which was the largest and most important of the consolidated companies, have been recently declared by the Chancery Court of Nashville to be perpetual.” Mr. Davidson testified that he understood from that letter that what he said in the circular was true — that the company’s charter was perpetual. Any layman might well reach that conclusion, and surely when the circular included the written opinion of the attorneys, on which Mr. Davidson based his conclusion if the appellant reached the same conclusion, with the letter before him, he cannot justly accuse the appellee of fraud because its president had the same understanding of the opinion that he had. His testimony shows that he did read the opinion and when read in connection with the statement in the circular he could not well have misunderstood what was meant, unless he made the same mistake Mr. Davidson did.

But that is not all. Mr. Bradford, of the Nashville Bar, who is shown to be at the head of his profession in that city, testified that in his opinion under the laws of ■ Tennessee the charter was perpetual. It is true he was called by the defendant, but there is nothing in the record to contradict him, and if that was not the law of Tennessee the appellant ought to have so shown, if he' desired to question it. We do not understand the decision of the Court of Chancery Appeals to be contrary to that.

It held that the consolidation was void because the ordinance had not been complied with, but it did not hold, or say in the opinion of the majority that if the consolidation had been valid it would not have been perpetual — at any rate that opinion was not delivered until two years after ' the plaintiff purchased his bonds. The attorneys for Baltimore who represented the appellee and those associated with him are amongst the leading lawyers of that city, and are of such standing and character as would unquestionably cause a client to act on their opinion. Is it to be said then that when a client makes a statement based on the opinion of reputable and competent attorneys, as he understands it, a copy of which is inserted in the document in which the statement is made, his act is to be declared fraudulent, even if it be admitted that ¹³ he was mistaken in his construction of the opinion? It would seem to be clear that it could not be so declared — at least not unless the opinion was not open to the construction he placed on it, which we have intimated above was not the case-This Court has in substance stated the same doctrine a number of times, but the latest expression by it is in Boulden v. Stilwell, 100 Md. 543 , where it is said “The foundation of the action is actual fraud, and nothing short of this will suffice.

Consequently a misrepresentation believed by the speaker to be true, though induced by his ignorance or negligence, will not sustain an action for deceit. There must be either knowledge of the falsity of the representation, or such reckless indifference to truth in making it as is held equivalent to actual knowledge.” See also Cahill v. Applegarth, 98 Md. 493 , and cases there cited. Of course the law does not excuse a person in all cases merely because he relied on the opinion of his attorney, but he is not liable in this form of action — which has as its basis actual fraud — when he has acted on the opinion of his attorneys in making a statement, if he did so honestly. In Derry v. Peek, 14 App. Cas. 337, Lord Herschell thus explained what is meant by a statement made recklessly or without care: “To make a statement careless whether it be true or false, and therefore without any real belief in its truth, appears to me to be an essentially different thing from making, through want of care, a false statement, which is nevertheless honestly believed to be true.” So, without further discussion of it, we are of opinion that there was not legally sufficient evidence tending to show fraud in this representation to justify the submission of it to the jury.' It is contended however that the suppression of the fact of the pending litigation was fraudulent.

It is a peculiar fact that there is not a particle of evidence to show that the" litigation was in any way responsible for the default of the Nashville Railway. That first occurred in February, 1901, and as late as August 23rd, 1901, Chancellor Cook passed a decree dismissing the bills of complaint, including those filed on or after February 10th, 1900. He sustained the Nashville Rail ¹⁴ way’s position and it was not until August, 1902, that his decision was reversed. It is not only necessary that the representation relied on be false and fraudulent, but “there must be damage directly resulting from the fraud.” Boulden v. Stilwell, supra.

The appellant’s proof as to what caused the damage which he sustained, goes mainly, if not exclusively, to the condition of the property, and the exaggerated statements of the appellee about it, which will be considered later. The Nashville Railway had been put in the hands of receivers in June, 1901,.and long before the decision of the Court of Chancery Appeals they had been authorized to expend large sums of money. The Nashville Railway at once took an appeal from that to the Supreme Court of the State, and five or six weeks after the decree of the Court of Chancery Appeals was entered a decree was passed by the Supreme Court, by agreement of all parties, fully securing to the railway all necessary rights. The appellant did not sell his bonds until after that decree was passed, and the loss he sustained on them cannot fairly be said to be the result of the litigation, as that was settled.

But aside from that, the circular showed on its face there had been some litigation, as otherwise the Chancery Court could not have decided that the franchises'granted the Nashville Street Railway were perpetual. Anyone of ordinary intelligence and prudence would have known that from the circular itself, and the litigation that was ultimately decided against the railway company was not commenced until February 1 oth, 1900, the circular was issued on February 5th, the appellant made his purchase on the 12th, and the evidence shows that Mr. Davidson did not know of the new litigation until February 15th. He had been advised by his counsel that the Chancellor’s decree was an end of the litigation, and in addition to the opinion of Messrs. Steele, Semmes, Carey and Bond, who were the appellee’s'regular counsel in Baltimore, he was advised by the late Judge Fisher of Baltimore, and by his Nashville attorneys that the company was legally and properly formed.

After the litigation was begun the counsel assured ¹⁵ him that it would result favorably, and as Mr. Eugene Levering, one of the executive committee, said, “The advice we got was there was nothing to fear, that certainly it would not injure any interests of the company.” Messrs. Ambach and Waring, other members of the committee, testified to the same effect. People dealing with a company like the appellee must know when it refers to such questions as the rights, franchises and privileges of corporations, whose bonds it is selling, that it must rely on its attorneys, and when it acts on such advice in the belief that they are right, the law of this State has not yet gone so far as to hold that its officers are guilty of fraud, even if it is afterwards ascertained that they were mistaken, which is at least doubtful in this case, as the question was never determined by the Court of last resort in Tennessee, excepting by the compromise decree. We of course do not mean to intimate that parties are in all cases excused simply because they follow the advice of counsel, but when the question is whether there was a fraudulent suppression of an alleged fact in the sale of bonds, if any value is to be given to the opinion of reputable and competent counsel in any case, surely the assurance of such counsel that the litigation was ended, or that such as was pending could “only result in favor of the bonds” ought in the absence of some proof, other than the mere omission to call attention to the litigation, acquit the party of a fraudulent suppression of the fact.

In Kountze v. Kennedy, 147 N. Y. 124 , the president of the company in making up a statement of its assets and liabilities, to submit to the plaintiffs in his effort to induce them to purchase bonds and stock of the company, omitted an item from its liabilities of several hundred thousand dollars, of which he was atvare, but which he had been advised by counsel was not a valid claim. A suit was then pending for it, and it was afterwards established by judgment. In an action for a deceit based on that omission the Court held that “if the non-disclosure was attributable to an honest belief that the claim was not valid and could not be- enforced, the fraudulent intent is lacking and the charge of deceit false.” See also in Derry v. Peek, supra, ¹⁶ Lord Bkamwell’s statement about the directors therein referred to trusting to their solicitors. We cannot adopt the suggestion of the appellant that because Mr. Bradford had some interest in the original syndicate, and Mr. Steele had some in the sub-syndicate, their advice ought not to have been accepted, on a question of this kind.

In the first place the proof is that it was not known to the appellee that Mr. - Steele had any interest, but, regardless of that, it cannot be assumed that reputable attorneys would permit such interests, as are shown in this case, to in any way interfere with the honest and proper discharge of their professional duties, and in the absence of some evidence to show they have, juries should not be permitted to speculate on it. 5. We will pass for the present the question about the earnings of the company and will briefly refer to the statements about the population and trade of Nashville. It was stated in the circular that “The population is now variously estimated at from one hundred to one hundred and twenty thousand— the post-office receipts being the basis for the latter estimate.” When the circular was issued the census for 1900 had not ' been taken. Mr. Davidson testified that he had a copy of a street railway supplement of the “Commercial and Financial Chronicle” of August 26th, 1899, and that was offered in evidence.

It stated “Nashville, Tenn.; population in 1897, estimated at 125,000,” and then stated that of some other years. He also said he had what is spoken of as a “folder” which speaks of supposed advantages of Nashville, and amongst other things it gave the population for every ten years, beginning with 1830, and stated “The population is now variously estimated at from 100,000 to 120,000. The post-office receipts are the basis of the latter estimate.” The secretary of the Chamber of Commerce at Nashville testified in chief that the census of 1900 showed the whole population of the city to be about 80,000. He said on cross-examination that he and most of the citizens of Nashville were disappointed at the result Of the census — that before it was announced the population was ¹⁷ thought to be from 95,000 to 100,000 for Nashville proper, and including the suburbs outside the city from 110,000 to 115,000.

So without further discussion of that it is manifest that there could be no possible ground to sustain fraud by reason of that statement. That question was ,not only open to the appellant to satisfy himself about but no one could be deceived by it. It was at most “an expression of opinion as to the subject of the statement” which is not a ground for this action. Boulden v. Stilwell, supra.

It also stated “As the population of the city has.grown, the trade has increased in like proportion, so that now the wholesale trade of the city is valued at more than one hundred million dollars annually.” The folder spoken of says “Nashville's Trade. Valued at more than $100,000,000 annually.” The secretary of the Chamber of Commerce said the wholesale trade for 1900 was $52,500,000 approximately, and that the business done was $72,750,000. Assuming his statistics to be correct, the statement in the circular was exaggerated, but it is not suggested in the evidence that Mr. Donnelly or, any one else was injured by that. But if it had been, it would be a very slight foundation for a verdict, which has as its result a stain upon the character of reputable men, such as those composing the executive committee, by branding them as parties to a fraud, to say nothing of the man who actually wrote the circular. 6.

We will now consider the question of the “Earning capacity of the combined companies including the electric light plant',' and in connection with that the condition of the properties, and other matters that can be conveniently discussed under this head. The circular gives what purports to be the actual earnings from April 1st, z8gg, to January 1st, igoo, less operating expenses. From that is deducted the proportion of interest on underlying liens and taxes for that period, leaving as “Net surplus, actual result of nine months operation before consolidation, $110,733.95. ” It then gives the net result for the current year, upon that basis, and “Add conservative estimate of the savings under consolidation, as ¹⁸ per engineer’s report herewith, $61,694.73,” and concludes by “Estimated net result applicable to interest on $2,300,000 bonds, and dividends on stock, $209,340.”. Immediately following that, and headed "Engineer’s Estimate,” is a lfetter of Mr. Janon Fisher, civil and consulting engineer, giving those results.

The only difference is that he adds the taxes to operating expenses, giving the same amount as the net surplus, and then gives his estimate of the next five years operation of the combined properties, showing the net results applicable to dividends on stock. For 1900 he made the latter $94,340, which added to the $11 5,000 of interest amounted to $209,340. which is stated in the circular. He concluded by saying “/ consider these estimates conservative and