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Full text of "In the district court of the fourth judicial district, of the State of California, in and for the city and county of San Francisco, John R. Robinson, plaintiff vs. the Central Pacific Railroad Company of California [et. als.], defendants : complaint"

HE 




BANCROFT 
LIBRARY 



THE LIBRARY 

OF 

THE UNIVERSITY 

OF CALIFORNIA 







IN THE 




istrtct flourt of the fourth tn&xM Bairirfi 



OF THE STATE OF CALIFORNIA, 



IN AND FOR THE CITY AND COUNTY OF SAN FRANCISCO. 



JOHN R. ROBINSON, 



Plaintiff, 



vs. 



THE CENTRAL PACIFIC 
RAILROAD COMPANY 
OF CALIFORNIA ET 
ALS. 

Defendants. 



COMPLAINT. 



ALFRED A. COHEN, 
DELOS LAKE, 

Attorneys for Plaintiff 





7-7333 



OF THE 

FOURTH JUDICIAL DISTRICT 

OF THE STATE OF CALIFORNIA, 

In and for the City and County of San Francisco. 

John R. Robinson, Plaintiff, \ 



vs. 



The Central Pacific Railroad Company of California, 
Leland Stanford, Collis P. Huntington, Mark Hop- 
kins, Charles Crocker, Charles Crocker, Executor of 
the estate of Edwin R. Crocker deceased ; Charles 
Marsh, Edward H. Miller Jr., R. R. Redding, Wells, 
Fargo & Co., James R. Haggin, David D. Colton, 
The Contract and Finance Company, The Southern 
Pacific Railroad Company, The Market Street Rail- 
way Company, The Potrero and Ray View Railroad 
Company, The California Pacific Railroad Company, 
The Los Angeles and San Pedro Railroad Company, ) 
The Rocky Mountain Coal and Iron Company, of/ 
Wyoming ; C. H. Cummings, Robert Robinson, Silas 
W. Sanderson, Atlantic and Pacific Telegraph Com- 1 
pany, The Western Development Company, The San \ 
Francisco and San Jose Railroad Company, The San 
Joaquin Valley Railroad Company, The California 
and Oregon Railroad Company, The Sacramento 
Publishing Company, William H. Mills, The Cen- 
tral Pacific Railroad Company, John Doe, Richard 
Roe, Alexander Foe, and Richard Joe, the names of 
four last named defendants being unknown to plaintiff, 
Defendants. 



#2 77/ 



[2] 



1. 



Plaintiff above named complaining against the above named 
defendants, avers, that this action is brought against said defend- 
ants on behalf of this plaintiff and all other stockholders of the Cen- 
tral Pacific Railroad Company, of California, who may choose to 
come in and contribute to the cost and expense of this action. 



2. 



That the defendant, the Central Pacific Railroad Company of 
California, was duly organized and incorporated under the laws of 
the State of California, on or about the 27th day of June, 1861, 
and since that day has continued to be and is a corpora tioir for the 
purposes mentioned and enumerated in Articles of Association, a 
copy whereof is hereto annexed, marked A, and made a part of this 
complaint, and is the same corporation mentioned and referred to 
as the Central Pacific Railroad Company of California, in a law of 
the Congress of the United States, entitled, " An Act to aid in 
the construction of a Railroad and Telegraph line from the Mis- 
souri River to the Pacific Ocean, and to secure to the Government 
the use of the same for postal, military, and other purposes," passed 
July 1st, 1862, and another act, passed July 2d, 1864, to amend 
said last mentioned act, and subsequent acts and resolutions sup- 
plemental to, and amendatory of, said first mentioned act, and to 
which said acts, laws and resolutions, and every part thereof, the 
plaintiffs refer as a part of this complaint. 

That said Central Pacific Railroad Company of California here- 
tofore duly accepted, acted upon, complied with, and is now acting 
upon and under the said laws, acts, and resolutions hereinbefore 
mentioned and referred to. 



[3] 



3. 



That whenever hereafter, in this complaint, the Central Pacific 
Railroad Company of California is mentioned, and intended to be 
mentioned, it is designated by the letters C. P. 



4. 



That one of the principal places of business of said C. P. is, and 
has been for over one year last past, in said city and county of 
San Francisco, and during said last mentioned period frequent 
business meetings of its directors have been held in said city and 
county. 



That the capital stock of said C. P. is, and has been, since the 
organization and incorporation thereof, the sum of eight million 
five hundred thousand dollars, divided into eighty-five thousand 
(85,000) shares, of one hundred dollars each. 



6. 



That on the 15th day of April, 1862, the plaintiff duly subscrib- 
ed for, and has heretofore, in good faith, paid for to said C. P., at 
the nominal par value thereof, ten shares of the capital stock of 
said C. P., and has, ever since said 15th day of April, held and 
owned, and now holds and owns said ten shares. 



That the defendants, Leland Stanford, C. P. Huntington, Mark 
Hopkins, Charles Crocker, and Charles Marsh originally sub- 



[4] 

scribed to said capital stock, and agreed to take and pay for the 
shares thereof so subscribed by them respectively, at their par val- 
ue as follows, to wit: 

Said Leland Stanford, 150 shares. 

Said C. P. Huntington, 150 shares. 

Said Mark Hopkins, 150 shares. 

Said Charles Crocker, 150 shares. 

And said Charles Marsh, 50 shares. 

That afterward, but at what particular date or dates plaintiff 
is ignorant, all the shares of the capital stock, so as aforesaid 
subscribed for by said last named defendants, purport to have been 
issued by said last mentioned corporation to said last mentioned 
defendants respectively. 

The plaintiff is informed and believes, and therefore avers, upon 
and according to his information and belief, that said last named 
defendants did not, nor did either of them, ever pay to said corpo- 
ration, or deliver to it, any money or other valuable thing for the 
shares of capital stock so purporting to have been issued to said last 
named defendants, respectively ; but in truth and in fact the whole 
of such stock was so issued without any consideration ever having 
been paid or delivered therefor, illegally, in fraud and violation of 
the statute in such case made and provided, and in fraud of the 
rights of the plaintiff and the other stockholders of the C. P. 

That the only stock of said last mentioned corporation ever paid 
for in good faith, according to law, and lawfully issued by it, is and 
has been such shares as are now held by the plaintiff, and such 
shares as were heretofore issued to the county of Placer, State 
of California, to wit, twenty-five hundred shares ; to the county of 
Sacramento, State aforesaid, three thousand shares ; to Samuel 
{Hooper, fifty shares ; to Benj. T. Reid, fifty shares ; to Glidden & 
Williams, composed of Wm. J. Glidden, Jno. A. Glidden, John M. 
Glidden, and John M. S. Williams, one hundred and twenty-five 
shares ; Orville D. Lambard, one hundred and twenty shares ; 
Charles A. Lambard, two hundred shares; Mrs. Anne F. Judah, 
twenty-five shares; Samuel P. Shaw, fifty shares; R. O. Ives, 
twent} T -five shares ; Samuel Brannan, two hundred shares ; and about 
nine hundred shares issued to divers individuals whose names and 
residences are unknown to plaintiff. 



[5] 

That the said last mentioned defendants and their confederates, 
to the plaintiff unknown, assuming to act and in fact but illegally 
acting as directors of said C. P., and composing a majority 
thereof, have caused to be issued to themselves and divers their 
confederates, to plaintiff unknown, large amounts of the capital 
stock of said corporation ; but that all of said stock so issued to 
them and their said confederates has been issued without consider- 
ation illegally and fraudulently, and the issuance thereof was and 
is wholly illegal and void. 



8. 



That nearly all of the aforesaid stock so as aforesaid issued to 
the County of Placer to wit, 2,500 shares ; to the County of 
Sacramento, 3,000 shares ; to Samuel Hooper, fifty shares ; to 
Benjamin T. Reid, fifty shares ; to Glidden & Williams, 125 
shares ; to Orville D. Lambard, 120 shares ; to Charles A. Lam- 
bard, 200 shares ; to Mrs. Anne F. Judah, twenty-five shares ; 
to Samuel P. Shaw, fifty shares ; to R. O. Ives, twenty-five shares ; 
to Samuel Brannan, 200 shares ; and a portion of the other 900 
shares or thereabouts as above mentioned has been purchased by 
the defendants, Leland Stanford, C. P. Huntington, Mark Hop- 
kins, Charles and E. B. Crocker, and who now claim to own the 
same ; and plaintiff is informed and believes, and so avers, upon 
and according to his information and belief, that said purchase was 
made and paid for by said Stanford, Huntington, Hopkins, Charles 
and E. B. Crocker, with moneys derived by them from the earn- 
ings of the said C. P. under the name of a certain firm known as 
Charles Crocker & Company and a certain corporation known as the 
Contract and Finance Company, as will be hereafter shown, and 
not otherwise. 



9. 

That the defendants Leland Stanford, Charles Crocker, Charles 
Marsh, C. P. Huntington, Mark Hopkins, and others their con- 



[6] 

federates, to plaintiff unknown, were the directors of said C. P. to 
manage the concerns thereof, for the first three months after the 
organization thereof. That at the expiration of said three months, 
the defendants Leland Stanford, Charles Crocker, E. B. Crocker, 
C. P. Huntington, Mark Hopkins, and Charles Marsh, and their 
confederates, to plaintiff unknown, pretending, appearing, and 
falsely claiming to be the nominal owners of a majority of the capi- 
tal stock of said C. P., purporting to have been issued by it, and 
by other secret devices and contrivances unknown to plaintiff, com- 
bining and confederating together, elected themselves a majority of 
the directors of said last mentioned corporation, .and have from 
thence hitherto, as nominal directors thereof, exercised the entire 
control and management of all its affairs, business, subsidies, and 
assets, to their joint and individual benefit, advantage, profit, and 
gain, and to the loss,, detriment, and disadvantage of said last men- 
tioned corporation, of plaintiff and the other stockholders thereof, 
as hereinafter more particularly averred and charged. 



10. 



Plaintiff avers that he is advised, informed, and believes, and 
therefore, upon and according to his information and belief, avers, 
that neither of the said defendants Leland Stanford, Hopkins, Hun- 
tington, Charles and E. B. Crocker, or their confederates, although 
they claim to be respectively, and assert they are respectively, and 
nominally appear to be respectively, owners of a large number of 
shares of the capital stock of said C. P., over and above what they 
respectively purport to have subscribed for, at the time of the or- 
ganization of said C. P., yet, in truth and in fact, as plaintiff is in- 
formed and believes, and therefore avers upon and according to his 
nformation and belief, all such shares not so as aforesaid subscribed 
for, have in part been purchased and acquired by said last men- 
tioned defendants and their confederates, with the assets, moneys, 
and property of said last mentioned corporation, and in part issued 
to said defendants and their confederates without any compensation 
moving to said last mentioned corporation; in violation of the 



[7] 

statute under which said corporation was organized and is acting ; 
and all such shares are held in trust by said last named defendants 
for said corporation. 



11. 



That in and by the Act of Congress first aforesaid, and the 
acts and resolutions supplemental to and amendatory thereof, the 
said defendant C. P. was and is authorized and empowered to 
construct, and maintain a railroad and telegraph line from the Pa- 
cific Coast, at or near San Francisco, California, to Echo City, in 
the Territory of Utah, in and through all the intervening States 
and Territories, a distance of seven hundred and eighty-four and 
one-half miles, or thereabouts. 

That in and by said acts and resolutions last above mentioned, 
there was granted to said C. P. by the United States of America, 
the right of way for the railroad and telegraph line of said last 
named corporation, for the distance aforesaid, over and through 
the public lands of the United States, situate between San Fran- 
cisco aforesaid and Echo City aforesaid, including all necessary 
grounds for stations, buildings, workshops, depots, machine-shops, 
switches, side tracks, turn-tables, and water stations, and the 
right to take from the public lands adjacent to the line of its said 
road for the construction thereof such earth, stone, timber, and other 
material as might be necessary therefor ; and also twenty alternate 
sections of public land, (not including mineral lands containing the 
precious metals) for each and every mile of its said road on the 
line thereof, and within the limits of twenty miles on each side of 
said road, equal to twelve thousand eight hundred acres of public 
land per mile of said railroad ; and also the timber on all mineral 
lands within said limits. 

And there was further granted to it, the said corporation, 
the C. P., and the Secretary of the Treasury of the United 
States was authorized and required to issue to said C. P., in aid 
of the construction of said railroad and telegraph line, bonds of the 
United States of America of the denomination of one thousand dol- 
lars each, payable in thirty years after the date thereof, bearing 



[8] 

six per centum per annum interest, payable semi-annually to the 
amount of sixteen, thirty-two, and forty-eight of such bonds for 
each and every mile of said railroad and telegraph line so com- 
pleted and equipped as aforesaid, according to the character of the 
land or country over which the same might pass, that is to say : 
sixteen of said bonds per mile for seven and eighteen one-hun- 
dredths (7 18-100) miles from the city of Sacramento to the 
western base of the Sierra Nevada Mountains, forty-eight bonds 
per mile for one hundred and fifty miles across and over the Sierra 
Nevada Mountains, and thirty-two bonds per mile for six hundred 
and twenty-seven and 32-100 miles eastwardly across the Great 
Salt Lake Basin to Echo City aforesaid, in the Territory of Utah, 
amounting in all to twenty-seven thousand three hundred and eighty- 
nine 120-1000 bonds, of one thousand dollars each, and to the sum 
of twenty-seven millions three hundred and eighty-nine thousand 
one hundred and twenty dollars (-$27,389,120) in value. 



12. 



That in and by an act of the Legislature of the State of Califor- 
nia entitled " An Act to aid the construction of the Central Pacific 
Kailroad in the State of California, and other matters relating 
thereto,'' passed April 25, 1863, and to which said act and every 
part thereof plaintiff refers as a part of this complaint, the Con- 
troller of the State of California was authorized and empowered 
whenever the railroad of said defendant, C. P., should be completed 
from the city of Sacramento in said State to the eastern boun- 
dary of said State, and ready for the conveyance and transportation 
of passengers and freight, to draw his, said Controller's, warrants 
upon the Treasurer of said State, and said Treasurer was author- 
ized to pay the same out of the State Treasury, in behalf of and in 
favor of said C. P., in sums of not less than one thousand dollars 
each, for an amount equal to ten thousand dollars in United 
States gold coin per mile for each mile of its railway thus comple- 
ted and equipped, and deliver such warrants to said C. P. 



m 



13. 



That in and by that certain other law of the State of California 
entitled " An act to authorize the county of Placer to subscribe to 
the capital stock of the Central Pacific Railroad of California, and 
to provide for the payment of the same, and other matters relating 
thereto " passed April 2, 1863, to which act plaintiff refers as a 
part of this complaint, the Board of Supervisors of said county of 
Placer was authorized, upon the affirmative vote of the qualified 
electors of said county so to do, to take and subscribe, for the use 
and benefit of said county, to the capital stock of said C. P., to 
the amount of two hundred and fifty thousand dollars, and therefor 
to issue and deliver to said C. P. the bonds of said county for 
a like amount, payable in twenty years from the date of their 
issuance, with interest thereon at the rate of eight per cent, per 
annum, principal and interest payable in United States gold coin. 

That thereafter, and pursuant to said last mentioned act, a 
majority of the qualified electors of the said county, at an election 
duly held, did authorize the issuance and delivery of two hund- 
red and fifty thousand dollars of said county bonds, as in said act 
provided. 



14. 



That in and by that other law of the State of California, entitled 
" An Act to authorize the Board of Supervisors of the city and 
county of San Francisco to take and subscribe one million of 
dollars to the capital stock of the Western Pacific Railroad Com- 
pany and the Central Pacific Railroad Company of California, and 
to provide for the payment of the same, and other matters relat- 
ing thereto," passed April 22, 1863, and to which said act plaint- 
iff refers as a part of this complaint, among other things, the Board 
of Supervisors of said city and county was authorized and re- 
quired, upon the affirmative vote therefor of the qualified electors 
of said city and county, to take and subscribe, for the use and ben- 
efit of said city and county, to the capital stock of the said corpo- 



[10] 

ration, C. P., to the amount of six hundred thousand dollars, and 
to deliver to said C. P. therefor the bonds of said city and county, 
to the amount of six hundred thousand dollars, payable in three 
years from the date of the issuance thereof, with interest thereon 
at the rate of six per cent, per annum, payable semi-annually ; 
principal and interest payable in U. S. gold coin. 

That afterwards, at an election duly held pursuant to said act, 
in said city and county, the qualified electors thereof did vote in 
favor of taking and subscribing for such stock, and the issuance 
and delivery of such bonds. 



15. 



That in and by a certain other law of the State of California, 
entitled " An Act to confer additional powers upon the Board of 
Supervisors of the city and county of San Francisco and the 
Auditor and Treasurer thereof, and to authorize the appropriation 
of money by said Board," passed April 4, 1864, to which plaintiff 
refers as a part of this complaint, the Board of Supervisors of said 
city and county of San Francisco was authorized and empowered 
to compromise and settle all claims on the part of said C. P., under 
the act referred to in the last preceding article of this complaint, 
upon or against the said city and county by reason of said act, by 
payment of cash, or the giving of other security, in place of the 
bonds authorized to be issued by said law passed April 22, 1863. 



16. 



That in pursuance of said last two mentioned laws, the said city 
and county of San Francisco, by its Board of Supervisors, did 
issue and deliver on or about the 21st day of April, 1865, to said 
C. P., bonds of the said city and county of San Francisco to the 
amount of four hundred thousand dollars, payable in thirty years 
from the date of their issuance, with interest thereon at the rate 
of seven per centum per annum, payable semi-annually in U. S. 
gold coin ; and did at the same time relinquish to said company 



[11] 

all claims in favor of said city and county, upon and against said 
C. P. for any of its capital stock provided to be issued by said act 
passed April 22, 1863. 



17. 



That in and by a certain other law of the State of California, 
entitled " An Act to authorize the city and county of Sacramento 
to subscribe to the capital stock of the Central Pacific Railroad 
Company of California, and providing for the payment of the same, 
and other matters relating thereto," passed April 25th, 1863, to 
which plaintiff refers as a part of this complaint, the Board of 
Supervisors of the city and county of Sacramento was authorized, 
upon the affirmative vote therefor of the qualified electors of said 
city and county of Sacramento, to take and subscribe, for the use 
and benefit of said city and county, to the capital stock of said 
defendant, C. P., to the amount of three hundred thousand dollars, 
and therefor to issue and deliver to the said C. P. the bonds of said 
city and county to the amount of three hundred thousand dollars, 
payable in thirty years from the date of their issue, with interest 
thereon at the rate of eight per centum per annum, payable semi- 
annually, principal and interest payable in U. S. gold coin. 



18. 

/ 

That m and by a certain other law of the State of California, 
entitled " An Act to aid in the construction of the Central Pacific 
Railroad, and to secure the use of the same to this State for mil- 
itary and other purposes, and other matters relating thereto," 
passed April 4th, 1864, and to which plaintiff refers as a part of 
this complaint, the C. P. was* authorized to issue its bonds, from 
time to time, to the amount of twelve millions of dollars, ($12,- 
000,000) payable in twenty years from the first day of January. 
1865, in U. S. gold coin, with interest at the rate of seven per cent, 
per. annum, payable semi-annually; the payment of the principal 
to be secured by one or more mortgages on the railroad of said com- 



[12] 

pany, its rolling stock, buildings, machinery, fixtures, and corporate 
franchises, and the interest aforesaid to accrue thereon to be paid 
by the State of California. 



19. 



That in and by another law of the State of California, entitled 
" An Act granting certain rights to the Central Pacific Railroad 
Company of California, and for other purposes," passed April 14th, 
1863, and to which plaintiff refers as a part of this complaint'; and 
also by certain ordinances and resolutions duly ordained and passed 
by the Board of Supervisors of the city and county of San Fran- 
cisco and of the city and county of Sacramento respectively ; and 
by the authorities of other municipal bodies, bodies politic and cor- 
porate, in the said State of California, and in and by certain deeds 
of gift from said municipal bodies, bodies politic and corporate, and 
from divers individuals, duly executed and delivered to said C. 
P. as grantee, as plaintiff is informed, and believes, and avers upon 
and according to his information and belief, the said C. P. has ac- 
quired and now holds, and owns, and is possessed of, a large 
amount of real estate and other properties in said city and county 
of San Francisco, in said city and county of Sacramento, and at 
divers other places in the State of California and along the line 
of its railroad from Sacramento to the eastern boundary line of said 
State aforesaid, of great value, to wit: of the value, as plaintiff is 
informed and believes, and therefore avers, of ten millions of dollars 
(110,000,000). 

20. 

That as plaintiff is informed and believes, and therefore avers, 
upon and according to his information and belief, and as certain 
other ordinances and resolutions duly ordained, made and passed 
by various municipal corporations' and bodies politic and corporate 
of the said State of Nevada, and of the said Territory of Utah, 
and by various other deeds of gift duly executed and delivered by 
various municipal corporations, bodies politic and corporate, and 



[13] 

divers individuals, in said State of Nevada and Territory of Utah, 
respectively, to said C. P., said defendant C. P. heretofore ac- 
quired, and is now the owner and possessor of, a large amount of 
real estate and other property in said last mentioned State and Ter- 
ritory, along and in the vicinity of its railway, of great value, 
to wit : of the value, as plaintiff is informed and believes, and there- 
fore avers, of five millions of dollars ($5,000,000). 



21. 



That said Railroad and Telegraph Line, so as aforesaid author- 
ized to be constructed by said C. P. from the Pacific Coast, at or 
near the city and county of San Francisco, in the State of Cali- 
fornia, to Echo City aforesaid, have been and now are wholly com- 
pleted, equipped, and furnished, according to law, to wit : from Sac- 
ramento to Echo City, aforesaid, a distance of seven hundred and 
eighty-four and a half miles, or thereabouts ; and the same, with 
all the franchises, privileges, and appurtenances thereto belonging, 
since the 8th day of May, A. d. 1869, have been and are now 
being operated by said C. P., and by the individuals, corporations, 
and associations hereinafter mentioned, for the conveyance and 
transportation of passengers and freights, and the transmission of 
telegraph messages. 



22. 



That all the bonds of the United States, authorized to be issued 
by said acts of Congress and resolutions hereinbefore mentioned 
and referred to, and the grants of public land thereby authorized 
to be made to the said C. P. by the said acts of Congress, and the 
said State bonds and warrants, and the bonds of the said county 
of Placer, and of the said city and county of Sacramento, and of 
the said city and county of San Francisco, and the grants of State 
lands authorized to be made to the said C. P. by the laws of the 
State of California hereinbefore mentioned and referred to, and 



[14] 

the lands donated by the said city and county of Sacramento, and 
by the city and county of San Francisco, and by the various other 
municipal bodies, bodies politic and corporate, and individuals, as 
aforesaid, have all been delivered and made over to said C. P., and 
were received in its name by the said defendants, Leland Stanford, 
Hopkins, Huntington, Charles Crocker, E. B. Crocker, Marsh and 
Miller, acting as its Board of Directors, and the first and second 
mortgage bonds of said C. P., so as aforesaid authorized to be is- 
sued, have been issued by it and delivered to its said last named 
directors ; and all of said bonds, together with the interest coupons 
attached, have been sold and disposed of by said last mentioned 
directors in the name of said C. P., or are fraudulently detained 
by said last named directors ; and the moneys realized from all said 
sources and subsidies have been appropriated by the said direc- 
tors, Leland Stanford, Hopkins, Huntington, E. B. Crocker, Char- 
les Crocker, Marsh and Miller, and their confederates, to plaintiff 
unknown, and whose names, when ascertained, plaintiff prays may 
be inserted herein, with proper and apt words to charge them, to 
their own use, except such small portions thereof as were actually 
used in the construction of said road and telegraph line, as herein- 
after averred. 



23. 



Plaintiff further avers, on and according to his information and 
belief, that under said acts of Congress and the acts amendatory 
thereof and resolutions supplementary thereto, in Articles 2 and 
12 of this complaint mentioned and referred to, said C. P. became 
entitled to and has become the owner of ten millions and forty-one 
thousand six hundred acres of public lands of the United States, 
situate and lying between the city of Sacramento aforesaid and 
Echo City aforesaid, of great value, to wit, of the value, as plaintiff 
is informed and believes, and avers upon and according to his 
information and belief, of fifty millions two hundred and eight 
thousand dollars (150,208,000) gold coin of the United States. 



[15] 



24. 



That under said acts of Congress and the acts and resolutions 
amendatory thereof and supplementary thereto, there have been in 
fact issued and delivered to the said C. P., as plaintiff is informed 
and believes, and therefore avers upon and according to his infor- 
mation and belief, by the United States government, United States 
bonds bearing interest as therein provided, and payable at the times 
therein provided, to the amount of 127,389,120, to aid in the con- 
struction of said railroad and telegraph line, from Sacramento afore- 
said to Echo City aforesaid ; that said bonds now are and have 
been of the value, ever since the issuance thereof, in lawful money 
of the United States, of $27,389,120, and said last mentioned sum 
has been realized from the disposition thereof, and used and appro- 
priated as hereinafter more particularly averred. 

That pursuant to said law of the State of California, approved 
April 25, 1863, mentioned and referred to in Article 12 o this 
complaint, the said C. P., subsequent to the passage of said acts, 
and in the years 1864-5, received from the State of California the 
sum of $1,500,000 in United States gold coin, and which has been 
used and disposed of as hereinafter more particularly averred. 

That pursuant to said Statute, approved April 2d, 1863, referred 
to in Article 13 of this complaint, the said county of Placer duly 
issued and delivered to said C. P. the bonds of said county to the 
amount of two hundred and fifty thousand dollars, gold coin, pay- 
able with interest as in said act provided, which bonds, when issued 
and delivered, were, ever since have been, and still are, of the 
aggregate value in gold coin of the United States of two hundred 
and fifty thousand dollars ($250,000). 

That pursuant to said Statute, approved April 22d, 1863, and 
the acts supplementary thereto, referred to in Articles 14, 15, 
and 16 of this complaint, there were on or about the 20th day of 
April, 1865, duly issued and delivered to said C. P., bonds of the 
City and County of San Francisco, of the par value of four 
hundred thousand dollars, payable at the times and bearing inter- 
est as in said last mentioned acts provided, which said last men- 



[16] 

tioned bonds, when issued, were, ever since have been, and now are 
of the aggregate value of four hundred thousand dollars, United 
States gold coin, ($400,000) and that sum has been realized there- 
from, by the disposition thereof, as hereinafter averred. 



25. 



That pursuant to said statute, approved April 25, 1868, referred 
to in Article 17 of this complaint, the said City and County of 
Sacramento duly issued and delivered to said C. P. its county 
bonds to the amount of three hundred thousand dollars, gold coin 
of the United States, payable with interest, as in said act provided ; 
and which said bonds, when issued and delivered, were, ever since 
have been, and still are of the aggregate value of $300,000, gold 
coin of the United States, and that sum has been realized from the 
disposition thereof, and used and appropriated as hereinafter more 
particularly averred. 



26. 



That pursuant to said statute, approved April 4, 1864, referred 
to in Article 17 of this complaint, the said C. P. heretofore issued 
its mortgage bonds, payable as in said act provided, with interest 
coupons attached, payable by, and which interest has been, from 
the date of said bonds to the present time, in fact, paid by, the 
State of California. That said C. P. has heretofore, but at what 
particular date or dates plaintiff is ignorant, sold or otherwise 
disposed of said bonds, and has received and realized therefrom, as 
plaintiff is informed and believes, and therefore avers, the sum of 
$12,000,000, United States gold coin, which sum has been used 
and appropriated as hereinafter more particularly averred. That 
pursuant to the said Act of Congress, and the acts and resolutions 
amendatory of and supplemental thereto, referred to in Articles 2 
and 10 of this complaint, the said C. P. heretofore issued under the 
signatures of its officers and its corporate seal, and delivered to 



[17] 

defendants, Leland Stanford, E. B. Crocker, Charles Crocker, 
Huntington, Hopkins, Marsh, Miller, and their confederates, to 
plaintiff unknown, its first mortgage bonds to the amount of $27,- 
389,120, payable in United States gold coin, with interest at the 
rate of ten per cent, per annum, secured by the first mortgages 
of said C. P. upon its road, equipments, furniture, franchises, de- 
pots, machine-shops, and other property. 

That, as plaintiff is informed and believes, and therefore avers, 
upon and according to his information and belief, the said C. P. 
issued and delivered on or about the day of 

186 , and on divers other days prior to the first day of March, 
1876, to said defendants Leland Stanford, E. B. Crocker, Charles 
Crocker, Huntington, Hopkins, Miller, Marsh, and their confeder- 
ates, to plaintiff unknown, its second mortgage bonds to the amount 
of 127,387,120, payable in United States gold coin, with interest 
at ten per cent, per annum. That said second mortgage bonds, 
with the exception of $11,787,378.17 of the nominal value there- 
of, and all of the said first mortgage bonds, have been, as plaint- 
iff is informed and believes, and therefore so avers, delivered by 
the said C. P. to the said Leland Stanford, E. B. Crocker, 
Charles Crocker, Huntington, Hopkins, Miller, Marsh, and their 
confederates, to plaintiff unknown, and by them and their confed- 
erates kept and retained and appropriated to their own use, in 
violation of their duties as directors, in fraud of the rights of said 
C. P., of plaintiff and the other stockholders of said C. P. ; and 
said second mortgage bonds, to the amount of $11,787,378.17 
have been sold by said defendants last above named, and the sum 
of at least $11,787,378.17 in United States gold coin realized 
therefrom by them, and by them or some of them converted to 
their own use. 



27. 



Plaintiff avers and charges that the following is a correct sum- 
mary, statement, and estimate of the various subsidies and aids 
granted to said C. P. in aid of the construction of its railroad and 
telegraph line, as near as he can ascertain the same : 
2 



[18] 

Value in gold coin. 

Lands granted by United States 850,208,000 00 

" granted and donated by various corpora- 
tions, etc., situate within the State of 

California 5,000,000 00 

u granted and donated bj various corpora- 
tions and individuals situate within the 

State of Nevada 3,000,000 00 

" granted and donated by various corpora- 
tions and individuals within the Territory 

of Utah 2,000,000 00 

Donation by the State of California 1,500,000 00 

Bonds on which the State of California guaranteed 

the interest 12,000,000 00 

Bonds of- Placer County 250,000 00 

Bonds of the City and County of San Francisco 400,000 00 
Bonds. of the City and County of Sacramento. . . 300,000 00 

CURRENCY. 

Bonds of the U. S. Government 827,389,120 00 

First mortgage bonds of said C. P . 27,389,120 00 

Second mortgage bonds of said C. P., delivering to 

defendants L. Stanford, Charles and E. B. 

Crocker, Huntington, Hopkins, A. P. Stanford, 

Marsh & Miller, as above charged 15,601,741 83 

Second mortgage bonds issued and sold as above 

charged 11,787,378 17 

Total 1156,825,360 00 



28. 



That instead of undertaking by its own officers and agents the 
construction of its railroad and telegraph line, and the furnishing 
and equipping thereof, or making a reasonable contract with disin- 
terested persons therefor, or letting out the work and the furnish- 



[19] 

ing of materials for the construction, furnishing, and equipping 
thereof, to the lowest bidder ; and instead of endeavoring to con- 
struct, furnish, and equip the same in the most economical manner, 
the said Leland Stanford, Huntington, Hopkins, Charles and E. B. 
Crocker, and their confederates, then composing a majority of the 
Directors of the said C. P., combining and confederating together 
to defraud the said C. P., and the plaintiff and other stockholders 
thereof, and to secure to themselves, jointly and severally, per- 
sonally, great profits, advantages, and gains, entered into an 
arrangement among themselves, under the name of C. Crocker & 
Co., and under that name, from the commencement of the con- 
struction of its railroad at the city of Sacramento, until about the 
month of November, 1867, contracted with said C. P. to furnish 
the materials for, and to construct, furnish, and equip so much of 
said railroad and telegraph line as was constructed, furnished, and 
equipped, or partly constructed, furnished, and equipped, prior to 
the first day of November, 1867. 

That such contract and contracts were caused to be made in 
the name of the said C. P., by the votes and direction of said 
Leland Stanford, Huntington, Hopkins, Charles and E. B. Crocker, 
and their confederates, (who composed a majority of the Board of 
Directors of said C. P.) with said C. Crocker & Co., a copartner- 
ship, of which the said last named defendants were members, for 
their joint and individual profit and gain, and the prices and rates 
at which the same were let were exorbitant and excessive, to wit, 
at the rate, as plaintiff is informed and believes, of two hundred 
per cent, over and above the actual and reasonable cost and ex- 
pense of the work done, and the materials, furniture, and equip- 
ments furnished in the name of said C. Crocker & Co.; whereby 
the said last named defendants did receive from said C. P., and 
appropriate to their own use, and did vote to themselves, under the 
pretense of being Directors of said C. P., large sums of money, 
bonds, and assets of said C. P., to wit, as near as plaintiff can 
estimate the same, seven million dollars ($7,000,000) in value, 
over and above the actual cost of the work done and the materials, 
furniture, and equipments furnished in the name of, or under the 
direction of, said C. Crocker & Company. 



[20] 



29. 



That afterwards, to wit, on or about the 18th day of November, 
1867, the said defendants Huntington, Hopkins, Leland Stanford, 
0. and E. B. Crocker, and divers others, their associates and con- 
federates, to plaintiff unknown, combining and confederating to- 
gether to cheat and defraud plaintiff and the other stockholders of 
the C. P., and the said C. P., and fraudulently to acquire and ap- 
propriate to themselves, without consideration or a just equivalent, 
large profits and gains and large amounts of the assets and property 
of the said C. P., organized themselves and some of their servant's 
and employees, to plaintiff unknown, under the laws of the State of 
California, into a corporation styled the " Contract and Finance 
Company," for the purpose of taking contracts for the construction 
of subdivisions of the railroad and telegraph line of said C. P. and 
the appurtenances necessarily connected therewith, and the equip- 
ping and furnishing the same. 

That from and after the organization of said " Contract and Fi- 
nance Company," all the contracts made and entered into in the 
name of the said C. P. for materials to be furnished for, and work 
to be done in, the construction, furnishing, and equipment of said 
railroad and telegraph line, were by said Leland Stanford, Hopkins^ 
Huntington, C. and E. B. Crocker, and their confederates, com- 
posing a majority of the directors of said C. P., voted to be let, and 
in fact were let and entered into by said C. P., of the one part, 
and the said " Contract and Finance Company " of the other part, 
without advertising to let the same to the lowest bidders or bidder, 
and without in any manner inviting competition therefor. 

That under the fraudulent and illegal pretense of paying for said 
materials, work, equipment, and furniture nominally contracted to 
be furnished and done by said " Contract, and Finance Company," 
but really and in fact by said last mentioned directors and their 
confederates for their own benefit, the said last mentioned directors 
and their confederates from time to time voted to pay, deliver, and 
make over, and did pay, deliver, and make over, in the name of 
said C. P., to said " Contract and Finance Company " and its 



[21] 

confederates, large sums of money and large amounts of bonds, 
lands, and other valuable assets of said C. P., of great value, to 
wit, of the value, as plaintiff is informed and believes, of two 
hundred and twenty-five million eight hundred and fifty-five thous- 
and six hundred and eighteen dollars and seventeen cents ($225,- 
855,618.17). 

That said last mentioned moneys, bonds, subsidies, lands, and 
other valuable assets so made over, transferred, and delivered to 
said " Contract and Finance Company," were in value greatly in 
excess, to wit, to the amount of two hundred and six millions six 
hundred and thirty-two thousand six hundred sixty-one dollars and 
fifty and one-third cents, ($206,632,661,501) of the actual cost of, 
and of a fair price for, all materials, furniture, and equipments 
furnished by and work done by said " Contract and Finance 
Company," or by its sub-contractors or employees in the construction 
of said railroad and telegraph line, and the appurtenances thereof: 
and in said last mentioned sum in excess of the sum in which the 
same could have been let out for, and contracted to be done and 
furnished for, by responsible persons and firms who did not intend 
to cheat and defraud the said C. P., this plaintiff, and the other 
stockholders of the said C. P. 

The said defendants, Leland Stanford, Huntington, Hopkins, E. 
B. and C. Crocker, heretofore, to wit, on or about the 20th day of 
July, 1869, under the name of said "Contract and Finance Com- 
pany," divided among themselves the said two hundred and six 
millions six hundred and thirty-two thousand six hundred and sixty- 
one dollars and fifty and one-third cents, ($206,632,661.50-0 in 
value of the assets, subsidies, and property of said C. P., so as 
aforesaid delivered to said " Contract and Finance Company," but 
in what proportions this plaintiff is ignorant^ but is informed 
and believes, and therefore avers, upon and according to his infor- 
mation and belief, that the said sum was so divided in the propor- 
tion of one-fifth to each of the last named defendants. 

And this plaintiff avers, on and according to his information and 
belief, that said " Contract and Finance Company" did sublet the 
greater portion of the work to be done, and which was done, and the 
materials to be furnished, and which were furnished in the con- 



[22] 

struction of the said telegraph and railroad line under its contracts 
with said 0. P. at prices greatly below, to wit, more than ten 
hundred per cent, below the prices which said C. P. nominally un- 
dertook to pay to said a Contract and Finance Company" for doing 
the same work and furnishing the same materials. 



30. 



Plaintiff further avers, upon and according to his information 
and belief, that all the bonds issued to the said C. P. by the United 
States Government ; also all the warrants issued by the State of 
California ; also the guarantee for the payment of interest by 
the State of California aforesaid ; also the bonds issued and de- 
livered by the county of Placer, by .the city and county of 
Sacramento, by the city and county of San Francisco, and the first 
mortgage bonds issued by said C. P. as aforesaid ; also the second 
mortgage bonds issued by said C. P. as aforesaid, have all been 
transferred to, and the control and benefit thereof vested in, defend- 
ants, Leland Stanford, Huntington, Hopkins, Charles and E. B. 
Crocker, and their confederates, under the pretense and pretext of 
paying and delivering the same to said " Contract and Finance 
Company, " composed of said last named defendants and their 
confederates, as in part a fair compensation for the work purport- 
ing to have been done, and materials, furniture, and equipments 
purporting to have been furnished, by said " Contract and Finance 
Company " in the construction of said railroad and telegraph line, 
and the equipment and furnishing thereof, and the same have, by 
the said last named defendants, been converted to their own use. 



31. 



That the dividends, profits, and gains so as aforesaid received 
and realized by the said defendants, Leland Stanford, C. P. Hunt- 
ington, Mark Hopkins, Charles and E. B. Crocker, and their 
confederates, in the name of Charles Crocker & Co., and in the 
name of said " Contract and Finance Company," amount, as 



[23] 

plaintiff is informed and believes, and therefore avers, upon his in- 
formation and belief, to the sum of two hundred and eleven million 
two hundred and ninety-nine thousand three hundred and eight 
dollars and seventeen cents (8211,299,308.17) ; the whole of 
which ought in justice and equity to belong to the said C. P., for the 
benefit of the stockholders. 



32. 



That defendant B. B. Redding is and has been, since the first 
day of January, 1865, an agent and employee of the defendants, 
Leland Stanford, Huntington, Hopkins, Charles and E. B. Crocker, 
though professing to be, and nominally appearing to be and to have 
been, during said period, an employee of said C. P. ; that said 
Leland Stanford, Huntington, Hopkins, Charles and E. B. Crocker, 
acting as directors of said C. P., have, as plaintiff is informed and 
believes, and so avers, upon and according to his information and 
belief, heretofore voted to sell and convey, and have caused the of- 
ficers of the said C. P. to convey, to said Redding and his and 
their confederates, unknown \p plaintiff, a large part of, and the 
most valuable portions of, the lands so as aforesaid granted by the 
United States to said C. P. for mere nominal considerations, to 
wit, for one dollar and twenty-five cents per acre. That all of said 
pretended sales and conveyances have been, in fact, made with the 
secret understanding and agreement between said Redding and his 
confederates, and said Hopkins, Huntington, Leland Stanford, 
Charles and E. B. Crocker, and their confederates, that said Red- 
ding and his confederates should hold, and from time to time dis- 
pose of, said lands so conveyed to him and his confederates, as 
aforesaid, for the benefit of said Leland Stanford, Huntington, Hop- 
kins, Charles and E. B. Crocker. 

That said lands so conveyed to said Redding and his confed- 
erates are of great value, but of what value plaintiff is ignorant. 
That all moneys paid or purporting to have been paid, if any 
have been paid to said C. P. for said lands, have been, in fact, 
paid by said Leland Stanford, Huntington, Hopkins, Charles and E. 
B. Crocker, out of the profits and gains so as aforesaid made and 



[24] 

realized by them in the name of the said " Contract and Finance 
Company" and in the name of said C. Crocker & Co. That 
there are divers other persons, to plaintiff unknown, who purport to 
have received, and have received, pretended conveyances of parcels 
and sections of said lands, the number of acres and particular sub- 
divisions being unknown to plaintiffs. 

That said last named persons hold the lands, so as aforesaid con- 
veyed to them, in secret trust for Leland Stanford, Huntington, 
Hopkins, Charles and E. B. Crocker. 



33. 



Plaintiff is informed and believes, and therefore avers, upon and 
according to his information and belief, that said C. P., from its 
organization up to the 31st day of December, 1875, received for the 
transportation of freight, property, and passengers over its line of 
railroad to and from Sacramento aforesaid, the sum of fifty-five 
million one hundred and thirty-three thousand three hundred and 
sixty-four dollars and eighty-nine cents ($55,133,364.89) ; and 
during the same period, from the transmission of telegraph mes- 
sages over its telegraph line, the sum of three million (3,000,- 
000) dollars. 

That since the said tenth day of February, 1869, said C. P. has 
received for the transportation of freight and property (other than 
express freights as in Article 36 in this complaint mentioned) and 
passengers, the sum of five million nine hundred and seventy-three 
thousand and fifty-one dollars and seven cents ($5,973,057.07) ; 
and has, since said last mentioned day, received for the transmis- 
sion of messages over its said telegraph line, the sum of two mil- 
lion eight hundred and seventy-three thousand dollars ($2,873,000). 



34. 



The plaintiff is informed and believes, and therefore avers, upon 
and according to his information and belief, that the first seven 
and 18-100 miles of said railroad and telegraph line from Sacra- 



[25] 

mento, eastwardly, was actually constructed for a little less than 
eleven thousand five hundred dollars per mile. That the actual 
cost of the next succeeding one hundred and fifty miles, eastwardly, 
was less than forty-two thousand dollars per mile, and no greater 
sum was expended in the construction thereof. That the actual 
cost of the construction of the rest of said road and telegraph line, 
to" wit, for a distance of six hundred and twenty-seven and 83-100 
miles, was less than twenty-one thousand dollars per mile ; which 
said cost for each distance included stations, depots, switches, turn- 
tables, side tracks, water tanks, and water stations, platforms, ware- 
houses, repair shops, machine shops, engine houses, and all other 
equipments and furniture of said road, except rolling stock. That 
the rolling stock, to wit, cars, engines, hand cars, and other equip- 
ments of said road and telegraph lines actually furnished for and 
actually used by said C. P., between its organization and the first 
day of January, 1876, has not cost to exceed the sum of two million 
dollars, and the plaintiffs charge, in fact, that the same has cost 
much less. 



35. 



Plaintiff further avers that he -is informed and believes, and he 
therefore, upon and according to his information and belief, charges, 
that the said Leland Stanford, Huntington, Hopkins, Charles 
and E. B. Crocker, and their confederates, with the funds and 
assets of the said C. P., between the first day of July, 1861, and 
the first day of May, 1869, constructed and maintained a wagon 
road, commonly known and called the " Dutch Flat Wagon Road," 
and charged the cost of the construction thereof, to wit, one hun- 
dred and fifty thousand dollars, to the construction account of the 
C. P., under the pretense that the construction thereof was neces- 
sary for hauling freight and materials to be used in the construc- 
tion of said railroad. 

That said Stanford, Huntington, Hopkins, Charles and E. B. 
Crocker, and their confederates, collected tolls on said wagon road, 
from freights, passengers, and vehicles passing over the same, to a 
large amount, to wit, to the amount of three hundred and fifty 



[26] 

thousand dollars in United States gold coin, ($350,000) and ap- 
propriated and applied the same to their own use and benefit. 



36. 



That the defendant, Wells, Fargo & Co., has been, for ten years 
last past, and still is, a corporation duly organized, created, and ex- 
isting under the laws of the State of New York, for the purpose 
of transporting express freight, coin, bullion, and other valuable 
packages and letters over the various lines of railroad and steamboat 
travel throughout the United States, and particularly from New 
York city, State of New York, to San Francisco, in the State of 
California, and places intermediate. That the said defendants, 
Hopkins, Huntington, Leland Stanford, Charles and E. B. Crocker, 
and their confederates, to plaintiff unknown, acting as and compos- 
ing a majority of the Board of Directors of said C. P. between the 
first day of May, 1869, and the first day of April, 1870, but at 
what particular date plaintiffs are ignorant, in the name of said C. 
P., granted to and contracted with said defendant, Wells, Fargo 
& Co., in substance and to the effect, that said Wells, Fargo & 
Co. should have the exclusive right of running express freight 
trains, and carrying and transporting express freight, express pack- 
ages, bullion, &c, over said C. P.'s line of railway; that in con- 
sideration thereof, said Wells, Fargo & Co. increased or " watered" 
its capital stock from $10,000,000.00 to 115,000,000.00, and de- 
livered and made over to said Leland Stanford, Huntington, Hop- 
kins, Charles and E. B. Crocker, or for their benefit, without any 
consideration, except the making of said contract in the name of 
said C. P., one and one-half millions of said watered stock of 
Wells, Fargo & Co. ; and from thence hitherto, said Leland Stan- 
ford, Charles and E. B. Crocker, Huntington & Hopkins, have 
been, and now claim to be, the owners of one and one-half millions, 
or thereabouts, of said Wells, Fargo & Co.'s stock, of the value 
of 11,500,000. 



\ 



[27] 



37. 



That the Western Pacific Railroad Company of California, on, 
and long prior to, the 13th day of December, 1862, was and ever 
since has been a corporation duly organized under the laws of the 
State of California, for the construction and maintenance of a rail- 
way and telegraph line from a point at or near the city of San Jose, 
Santa Clara County, California, by way of Stockton and inter- 
mediate places, to Sacramento aforesaid, a distance of about one 
hundred and twenty-five (125) miles. 

That said last mentioned corporation, whenever hereinafter 
mentioned in this complaint, is designated by the letters W. P. 

That said W. P. was, and is, by various laws and statutes, 
entitled to have and receive large subsidies in bonds, lands, rights, 
franchises, and other valuable privileges. 

That as plaintiff is informed and believes, and therefore, upon 
and according to his information and belief, avers, on or about the 
10th day of August, 1867, the defendants, Leland Stanford, Hunt- 
ington, Hopkins, Charles and E. B. Crockery purchased of one 
Charles McLaughlin and other persons unknown to plaintiff, but who 
composed the stockholders of said W. P., all the capital stock of 
said last mentioned corporation, and took arid received a transfer 
and assignment thereof to themselves and their confederates, and 
at the same time took a delivery of, and there was delivered to 
them by the Directors of said W. P., so much of the railroad of 
said W. P. as had then been completed, and partly completed ; and 
they have, since said day, controlled and managed the affairs and 
business of said last mentioned corporation, and have constructed 
and completed a railway and telegraph line from San Jose aforesaid 
to Sacramento aforesaid, and are using as the rolling stock and 
equipments thereof in running the same the rolling stock and equip- 
ments of said C. P. That the stock of said W. P., so as aforesaid 
purchased, was purchased, and said last mentioned railroad and 
telegraph line has been wholly stocked, equipped, and furnished, 
with the moneys and assets of the saidC. P. wrongfully and illegally 



[28] 

appropriated for that purpose by the said Stanford, Huntington, 
Hopkins, Charles and E. B. Crocker. 

That said last mentioned defendants and their confederates hold 
said stock, so purchased, and said last mentioned railroad and tele- 
graph line so delivered in trust for the said C. P. and its stockhold- 
ers. 

That afterward, to wit, on or about the 20th day of December, 
1869, the said Stanford, Huntington, Hopkins, Charles and E. B. 
Crocker, and their confederates, received from the United States 
Government its bonds and coupons for sixteen thousand dollars per 
mile, for the distance from Sacramento to a point near Vallejo's 
Mills, in the county of Alameda, to wit, one hundred and twenty- 
five miles, as subsidies to aid in the construction of the railroad 
and telegraph line of said W. P. from San Jose aforesaid to 
Sacramento aforesaid, and have converted the same to their own 
use. 

That such bonds when so converted, to wit, on the first day of 
January, 1870, were and still are of the value of two million dollars 
($2,000,000). 

That from the running and management of said last mentioned 
road and telegraph line, said Leland Stanford, Huntington, Hopkins, 
Charles and E. B. Crocker have heretofore received and appropri- 
ated to their own use large sums of money, to wit, three millions 
of dollars ($3,000,000) ; that said last mentioned bonds and sum 
of money, of right and in equity, belong to said C. P. and its stock- 
holders. 



That said Stanford, Huntington, Hopkins, Charles and E. B. 
Crocker, with other moneys and assets of said C. P., so as aforesaid 
received, realized, and appropriated by them in fraud of the said C. 
P., and its stockholders, heretofore, to wit, between the first day 
of May, 1868, and the 20th day of March, 1870, constructed and 
equipped a branch of the said W. P., from a point near the Ala- 
meda creek, near Vallejo's Mills, in Alameda county, to a point at 
or near San Antonio, in the county of Alameda, and they and 



[29] 

their confederates now claim to own, and in fact manage, and 
control, and are- running, said branch in connection with the said 
W. P., said C. P., and the San Francisco and Oakland Railroad 
Company's road, hereinafter mentioned, and are and have been 
receiving since September 1st, 1869, as net gains and profits of 
running the same, about ten thousand dollars (-110,000) gold coin 
per month. 

That said last mentioned branch, its furniture, depots, and 
equipments, and the net earnings there of, are, in fact and in truth, 
held by said Stanford, Huntington, Hopkins, Charles and E. B. 
Crocker, in trust for said C. P. and its stockholders. 



39. 



That the said San Francisco and Oakland Railroad Company has 
been, for several years last past, and is, a corporation duly incor- 
porated, and existing under the laws of the State of California, for 
the purpose of running a railroad and ferry, and by means thereof, 
transporting freight and passengers from San Antonio, Alameda 
county, through Oakland, to the city and county of San Francisco. 

That as plaintiff is informed and believes, and therefore avers, 
upon and according to his information and belief, on or about the 
20th day of March, 1869, the defendants Leland Stanford, Hunt- 
ington, Hopkins, Charles and E. B. Crocker, and their confederates 
to plaintiff unknown, purchased from A. A. Cohen, Michael Reese, 
and others, the owners thereof, nearly all of the capital stock of 
said last mentioned corporation, and the same was by said vendors 
transferred and assigned to said last named defendants and their 
confederates, and at the same time there was delivered to said last 
named defendants and their confederates, by the Directors of said 
corporation, the possession of the railroad, railroad depots, rolling 
stock, furniture, and equipments belonging to the said San Francisco 
and Oakland Railroad Company, and the ferry boats belonging to 
it, to wit, the "El Capitan," and other boats. 

That in consideration of said assignment, transfer, and delivery 
as plaintiff is informed and believes, and therefore avers, upon and 
according to his information and belief, the said Leland Stanford, 



[30] 

Huntington, Hopkins, Charles and E. B. Crocker agreed to pay, 
and have, in fact, paid, to said vendors Cohen, Reese, and others, 
the sum of five hundred thousand dollars, (1500,000) in United 
States gold coin, which said sum has been and was wholly paid out 
of the funds and assets of the said C. P., so as aforesaid realized 
and appropriated to their own use by the said defendants, Stanford, 
Huntington, Hopkins, Charles and E. B. Crocker, as contractors 
as aforesaid, in the name of Charles Crocker & Co., and in the 
name of the said Contract and Finance Company, and as managers 
of the said C. P. 

That said stock, so as last aforesaid acquired and purchased by 
said last mentioned defendants, is held by them in trust for said C. 
P. and its stockholders. 

That the said last named defendants, by means of said last 
mentioned purchase, and since consummating the same, have elect- 
ed their own confederates and employees and some of themselves 
directors of said San Francisco and Oakland Railroad Company, 
and have, since said last mentioned day, been running and opera- 
ting said last mentioned railroad and ferry for the transportation 
of freight and passengers, in connection with said branch of said 
W. P., said W. P. and said C. P., and have received and realized 
as net proceeds of running the same about $30,000 per month, gold 
coin. 

That out of the assets of the said C. P., the profits and gains of 
running the said branch and said San Francisco and Oakland rail- 
road and ferry, the said defendants, Leland Stanford, Huntington, 
Hopkins, Charles and E. B. Crocker, have expended, in extending 
into the bay of San Francisco a wharf and pile track, in the di- 
rection from Oakland toward San Francisco, about the sum of 
nine hundred thousand dollars, ($900,000) and which extension 
was designed to be an extension of said San Francisco and Oak- 
land Railroad, and is designed to connect the city of Oakland with 
Goat Island, in the bay of San Francisco, by a railroad. 



[31] 



40. 



That the San Francisco and Alameda Railroad Company is and 
has been, for three years last past, a corporation duly organized, 
created, and existing under the laws of the State of California, 
and heretofore, to wit, on the first day of August, 1869, was the 
owner, possessed of, and engaged in running a railway, and trans- 
porting freight and passengers from Haywards, Alameda County, 
to the end of the Alameda Wharf, in said county, and from thence 
to the city and county of San Francisco by means of ferry boats 
by it owned. That on the day and year last aforesaid, as plaintiff 
was informed and believes, and therefore avers, upon and according 
to his information and belief, Alfred A. Cohen, E. B. Mastick, 
Charles Minturn, Edward Minturn, and F. D. Atherton were the 
owners of all the capital stock of said last mentioned corporation, 
and on the day and year last aforesaid, at the city and county of 
San Francisco aforesaid, contracted to sell and assign, and did sell 
and assign, to defendants, Leland Stanford, Huntington, Hopkins, 
Charles and E. B, Crocker, and their confederates, unknown to 
plaintiff, all of the capital stock of said last mentioned corporation, 
for some sum and consideration to plaintiff unknown, but which, 
upon and according to his information and belief, he avers to be, 
and to have been, for the sum of five hundred thousand dollars 
($500,000). 

That on the day and year last aforesaid, the railroad, rolling- 
stock, and equipment, wharves, ships, and ferry boats of the said 
San Francisco and Alameda Railroad Company, were delivered to 
and accepted by the said defendants, Leland Stanford, Hunting- 
ton, Hopkins, Charles and E. B. Crocker, and since said day said 
railroad has been run, managed, and controlled by said last men- 
tioned defendants for their own benefit, profit, and advantage, and 
they have received and realized therefrom large gains and net 
profits, to wit, ten thousand dollars ($10,000) per month, gold 
coin, and threaten to continue to run, control, and manage the 
same, and to appropriate the proceeds thereof to their own use. 

That said last mentioned purchase was made and has been paid 



[32.] 

for, by said last mentioned defendants, with the moneys and assets 
of the said C. P., and with the moneys, gains, and profits so as 
aforesaid received, realized, and appropriated to their use by the 
said last named defendants and their confederates, under the 
names respectively of "Charles Crocker & Co.," and said " Con- 
tract and Finance Company." 



41. 



That as plaintiff is informed and believes, and therefore avers, 
upon and according to his information and belief, all the expend- 
itures made in the construction of the said W. P. Railroad and 
Telegraph line, and said branch thereof, and in the purchase of 
said San Francisco and Oakland Railroad Company stock, and said 
San Francisco and Alameda Railroad Company stock, and in the 
construction of said hereinbefore mentioned extension of wharf and 
pile track, and all the expenses of running and managing said last 
mentioned railroads, ferries, and telegraph lines, have been by said 
Leland Stanford, Huntington, Hopkins, Charles andE. B. Crocker, 
and their confederates, charged to, and now are charged to, the 
construction account of said C. P., and to the running expenses of 
said C. P. 



42. 

That on or about the 25th day of June, 1870, the said San Fran- 
cisco and Oakland Railroad Company, and the said San Francisco 
and Alameda Railroad Company, merged and consolidated their 
capital stock, debts, assets, and franchises, under the name of the 
" San Francisco, Oakland, and Alameda Railroad Company," with 
a capital stock of two million of dollars, divided into twenty thous- 
and shares, of a par value of one thousand dollars each. That on 
or about the first w of July, 1870, the said Leland Stanford, 
Huntington, Hopkins, Charles and E. B. Crocker, being then the 
holders of nearly all the stock of the said San Francisco, Oakland, 
and Alameda Railroad Company, except about fifty shares thereof, 



[33] 

procured the acting President and Secretary of said corporation to 
execute in the name of said corporation fifteen hundred bonds, for 
the sum of one thousand dollars each, gold coin of the United 
States of America, payable in twenty (20) years from the said first 
day of July, 1870, with interest thereon at the rate of eight per 
cent, per annum, payable semi-annually. And to secure the pay- 
ment of said bonds, and the interest thereon, the said Leland Stan- 
ford, Huntington, Hopkins, Charles and E. B. Crocker, further pro. 
cured the acting Secretary and President of said San Francisco, 
Oakland, and Alameda Railroad Company, to make and execute 
and deliver, in the name of and under the seal of said company 
to D. 0. Mills and William H. Tillinghast, trustees, a mortgage 
upon all the property and assets and franchises of said company. 
And plaintiff avers that said bonds are now held by said Leland 
Stanford, Huntington, Hopkins, and Charles Crocker, and Charles 
Crocker as the executor of the estate of E. B. Crocker, deceased, 
who claim to be the owners thereof. And that the said last 
mentioned defendants hold the same in trust for the said C. P. 



43. 

That the San Francisco and San Jose Railroad Company is, 
and has been for the six years last past, a corporation created and 
existing under the laws of the State of California, and having its 
principal place of business at the city and county of San Francisco, 
and is the owner of a railroad from the city and county of San 
Francisco to the town of Gilroy, in Santa Clara County, together 
with the necessary furniture, equipments, turn-tables, switches, 
side tracks, depots, ware-houses, etc., connected therewith. 



44. 



That the Southern Pacific Railroad is, and has been for three 

years and upwards, last past, a corporation duly organized, created, 

and existing under the laws of the State of California, having its 

principal place of business at the said city and county of San 

3 



[34] 

Francisco, for the construction and maintenance of a railway from 
the Mississippi river, by way of San Diego, to the city and county 
of San Francisco. That under and by various laws of the United 
States and of the State of California, mentioned and referred to in 
Schedule B, hereunto annexed and made a portion of this com- 
plaint, the said corporation last mentioned has become, and is, en- 
titled to large subsidies and grants of land of great value, to wit, 
of the value of two million dollars and upwards. 

That said defendants, Leland Stanford, Huntington, Hopkins, 
Charles and E. B. Crocker, and David D. Colton, and their con- 
federates, to plaintiff unknown, have by the use of means, moneys, 
and assets of the said C. P., and the gains and profits so as afore- 
said acquired by them under the name of Charles Crocker & Co., 
and under the name of said Contract and Finance Co., and not 
otherwise, purchased and acquired, on or about the 20th day of 
December, 1869, a majority of, and almost the entire amount 
of, the capital stock of the said Southern Pacific Railroad Company. 



45. 

That immediately thereafter, and on or about the first of 
March, 1870, with the intent and design of making said San Fran- 
cisco and San Jose Railroad Company's road a part of the 
contemplated railway to be constructed by said Southern Pacific 
Railroad Company, from the Mississippi River aforesaid to the City 
and County of San Francisco aforesaid, the said Leland Stanford, 
Huntington, Hopkins, Charles and E. B. Crocker contracted with 
the said San Francisco and San Jose Railroad Company and its 
stockholders, to purchase in the name of the Southern Pacific 
Railroad Company, and for their benefit, the railroad franchises, 
privileges, furniture, and equipments of said San Francisco and 
San Jose Railroad Company, and its capital stock, for a large 
sum of money, to wit, three millions of dollars : and on or about 
the first of April, 1870, as plaintiff is informed, and believes, and 
therefore avers, upon his information and belief, paid to said San 
Francisco and San Jose Railroad Company and its stockholders, 



[35] 

to wit, Charles Mayne, Peter Donahue, H. M. Newhall, and 
others to the plaintiff unknown, five hundred thousand dollars 
part and parcel of said three million dollars and have since paid 
the balance of said sum of three million dollars. 

That said last payments were made by the appropriating thereto 
of the assets of said C. P., and the moneys, profits, and gains of 
said defendants, Leland Stanford, Huntington, Hopkins, Charles 
and E. B. Crocker, so as aforesaid acquired under the name of 
Charles Crocker & Co., and under the name of said Contract and 
Finance Company, and not otherwise. 

That said defendant, David D. Colton, claims to be the owner of 
and entitled to some portion of the capital stock of said Southern 
Pacific Railroad Company, but of how much, plaintiff is not advised. 
But as plaintiff is informed and believes, and therefore avers upon 
and according to his information and belief, the said Colton has 
made no payment therefor. 

That since said purchase, so as aforesaid in this article set forth, 
the said defendants, Leland Stanford, Huntington, Hopkins, and 
Charles Crocker have, as plaintiff is informed and believes, and 
therefore avers upon and according to his information and belief, 
by and through a certain corporation known as the " Western 
Development Company," constructed and built a certain line of 
railroad from Gilroy to Tres Pinos, about twenty (20) miles in 
length. And also have constructed and built a certain other 
railroad, from a point about one and a half miles south of Gilroy 
to Soledad, about seventy (70) miles in length. And also, a 
certain other railroad, from a point about six miles below Los An- 
geles to Anaheim, about twenty-one (21) miles in length. Also, 
a certain other railroad from Los Angeles to San Fernando, about 
twenty-four (24) miles in length. Also, a certain other railroad 
from Los Angeles, via San Gorgonia Pass to White Water, about 
eighty-five (85) miles in length. 

And that the said Leland Stanford, Huntington, Hopkins, and 
Crocker are now engaged in extending such road to F'ort Yuma, 
on the Colorado River. Also, a certain other railroad, from Goshen 
to Caliente a distance of one hundred and fifteen (115) miles. 
All of which said railroads, in this paragraph set forth, are claimed 
to belong to and form a part of the said Southern Pacific Railroad. 



[36] 

And plaintiff avers, that all said railroads in this paragraph 
mentioned have been built by appropriating thereto the assets of 
the said C. P., and the moneys, profits, and gains of said defend- 
ants, Leland Stanford, Huntington, Hopkins, Charles and E. B. 
Crocker, so as aforesaid acquired under the name of Charles 
Crocker & Company, and the name of the said " Contract and 
Finance Company," and not otherwise. And that said roads 
are nearly all, if not entirely, operated by and with locomotives 
and cars belonging to the said C. P. 



46. 



That the Potrero and Bay View Railroad Company is .and has 
been for three years last past, a corporation duly organized and ex- 
isting under the laws of the State of California. And heretofore, 
to wit, on or about the first of March, 1873, was the owner and pos- 
sessed of certain line of street railroad in the city and county of 
San Francisco. And w r as also the owner of a long and valuable 
bridge in said city and county of San Francisco, known as Mission 
Bay Bridge, over which the cars of said last mentioned corporation 
run for hire. And that said corporation owns a franchise under 
which it is entitled to receive and does receive tolls for vehicles 
and animals passing over said bridge. 

That on said last mentioned day, as plaintiff is informed and be- 
lieves, and therefore avers, according to his information and belief, 
the said Leland Stanford, Huntington, Hopkins, Charles and E. 
B. Crocker, purchased all the capital stock of said corporation, and 
have ever since and do now claim to be the owners thereof. That 
the earnings of the said corporation since the said last mentioned 
day, amounting, as plaintiff is informed and believes, to the sum of 
, five thousand dollars per month, have been controlled and used by 
said last mentioned defendants for their own benefit, profit, and ad- 
vantage. 

That said last mentioned purchase was made and has been paid 
for by said last mentioned defendants with the moneys and assets 
of the said C. P., and with the moneys, gains, and profits so as 



[37] 

aforesaid realized and appropriated thereto by the said last named 
defendants, under the names, respectively, of u Charles Crocker & 
Company," and the said " Contract and Finance Company," and 
not otherwise. 



47. 



That the plaintiff is informed and believes, and therefore avers, 
upon and according to his information and belief, there has not 
been any meeting of the stockholders of the said C. P., since the 
first annual meeting, at which the said Leland Stanford, Hunting- 
ton, Hopkins, Charles and E. B. Crocker, and their confederates, 
were elected directors of said C. P., and ever since the second 
Tuesday of July, in the year A. D. 1862, the entire management 
and control of said C. P., its assets and subsidies, have Jbeen ex- 
ercised by the last named defendants, secretly, and without having 
made any statement or statements of the receipts thereof, or of the 
true expenditures made by it or its officers, to the plaintiff, or to 
any stockholder or stockholders of said C. P. 



48. 



That the said C. P. is now under the management and control 
of said Leland Stanford, Huntington, Hopkins, Charles and E. B. 
Crocker, and their confederates, who compose a majority of the 
directors of the said C. P., and as they claim and assert, a majority 
of the stockholders of the said C. P., and who have refused, and 
though requested, still refuse, and said C. P. has refused, and 
though re-requested, still refuses, to institute this action, or any 
similar action, or make any inquiry into, or any showing of the dis- 
position of, the earnings, assets, and subsidies of said C. P. 



49. 



That the San Joaquin Valley Railroad Company is a corpora- 
tion, created under the laws of the State of California ; that with 



L 38 J 

the assets of said C. P., so as aforesaid acquired by said Charles 
Crocker, E. B. Crocker, Leland Stanford, Huntington, and Hop- 
kins, and their confederates, the said last mentioned corporation 
was organized, and said last mentioned persons have acquired a 
majority of its capital stock, and have procured to be granted to 
it large subsidies and gifts of land of great value, to wit, of the 
value of three million dollars (83,000,000). 



50. 



That the California and Oregon Railroad Company is a corpora- 
tion, created under the laws of the State of California, with the 
assets of said C. P., so as aforesaid acquired by the said Charles 
Crocker, E. B. Crocker, Leland Stanford, Huntington, and Hop- 
kins, and their confederates, under the name of said Contract 
and Finance Company ; and by the arts, devices, and fraudulent 
practices hereinbefore mentioned, said last named persons have 
acquired, and now claim to own, a majority of its capital stock 
of great value, to wit, to the value of two millions of dollars 
(12,000,000). 



51, 



That on or about the 1st day of June, 1870, the said C. P. and 
the said W. P., under and in pursuance of the laws of the State of 
California, amalgamated and consolidated their capital stocks, debts, 
assets, and franchises, and formed a new corporation under the 
name of the Central Pacific Railroad Company, and that on the 
20th day of August, 1870, the said last named corporation and 
the said The California and Oregon Railroad Company^ and the 
said The San Joaquin Valley Railroad Company, and the said The 
San Francisco, Oakland, and Alameda Railroad Company, amal- 
gamated and consolidated their debts, assets, and franchises, in 
manner and form as is provided by the laws of the State of Cali- 
fornia, under the name of The Central Pacific Railroad, and that 



[39] 

said last named corporation assumed and became liable for all the 
debts and liabilities of all the corporations in this paragraph men- 
tioned. 



52. 



That all the railroads which the defendant corporations, 
named in this complaint, were organized to build, and the 
capital stock of which, respectively, the said defendants Leland 
Stanford, Huntington, Hopkins, Charles and E. B. Crocker and 
their confederates, claim to hold and own, and have purchased and 
subscribed for, as aforesaid, with the moneys of the said C. P., 
appropriated by them as aforesaid, and acquired by them as afore- 
said, in the name of Charles Crocker & Co., and in the name of 
said Contract and Finance Company, are and will be entitled to 
large and valuable subsidies, franchises, privileges, and properties. 
That the said last mentioned railroads and corporations have been 
organized and established, and procured to be organized and estab- 
lished, by the said Leland Stanford, Huntington, Hopkins, Charles 
and E. B. Crocker, while acting as directors of the said C. P. 
for their own personal benefit and advantage, with the moneys and 
assets of said C. P. by them misapplied for that purpose, and 
which in justice and equity belong to the stockholders of said C. P. 

And said Leland Stanford, Huntington, Hopkins, Charles and 
E. B. Crocker, procured themselves to be elected directors of said 
last named corporations, respectively, and have procured for said 
last mentioned corporations, from the Congress of the United 
States, and by State laws, grants of large and valuable subsidies of 
lands, moneys, and bonds, with intent to appropriate the same to 
their own use and benefit, and in violation of the rights of said C. 
P. and its stockholders. 

That in procuring said railroad companies to be organized, and 
themselves to become stockholders and directors thereof, and said 
subsidies to be granted as aforesaid, they have expended large 
amounts of money, to wit, one million dollars ($1,000,000) and 
upwards, moneys of the said C. P., and which injustice and equity 
belong to said C. P. and its stockholders. That the same was ex- 



[40] 

pended in lobbying and buying congressional and legislative votes 
and in perverting legislation in favor of their said schemes. That 
some of the coporations heretofore mentioned, to wit, said Southern 
Pacific Railroad Company, and said San Joaquin Valley Railroad 
Company, and said California and Oregon Railroad Company, 
have been organized and established by said defendants, Leland 
Stanford, Huntington, Hopkins, Charles and E. B. Crocker for the 
purpose of preventing all competition with other schemes conceived 
by them for their private emolument, and in fraud of the said C. P. 
and its stockholders. 



53. 



That the plaintiff has received no dividends upon the shares of 
the said capital stock of said C. P., so as aforesaid owned by him, 
although the plaintiff, as a stockholder, as aforesaid, has often re- 
quested the said Leland Stanford, Huntington, Hopkins, Charles 
and E. B. Crocker, composing a majority of the directors of said 
C. P., to make a settlement and declare a dividend from the as- 
sets of the C. P., after deducting the actual cost of the construction 
of the railroad and telegraph line. 

The plaintiff avers that he is informed and believes, and upon 
and according to his information so avers, that a dividend of one 
hundred million dollars might be declared and divided among the 
stockholders of said C. P., still leaving a large sinking fund and 
surplus in the hands of the Treasurer of the said C. P., if said de- 
fendants Leland Stanford, Huntington, Hopkins and Crocker, and 
their confederates, would make an honest and correct statement 
and showing of the actual cost of the construction of the railroad 
and telegraph lines of the C. P., and deduct the same from the 
amount of assets, subsidies, profits, etc., of the said C. P., over and 
above all lands granted to it by the said United States and received 
by the said Stanford, Huntington, Hopkins, Charles and E. B. 
Crocker, in the name of Charles Crocker & Company, and the said 
"Contract and Finance Company," and divided among themselves. 

That, although frequently requested, the said majority of the 
directors of the said C. P. have heretofore refused and still do re- 



[41] 

fuse to account to the said C. P. and its stockholders, in any 
manner, for their actings, doings, and expenditures spent in furnish- 
ing, equipping, and operating the railroad and telegraph line of the 
said C. P., or of the disposition made by them of the subsidies, 
moneys, properties, earnings, and assets received by them in the 
name or through the said C. P. 

54. 

That heretofore, to wit, on the 
day of the said C. P., by the votes of said 

so claimed directors, Leland Stanford, Charles and E. B. Crocker, 
Huntington and Hopkins, appeared to determine to, and did, exe- 
cute and deliver to trustees therein named a first mortgage on its 
road, telegraph line, franchises, rolling stock, etc., to secure bonds 
to the amount of (127,389,120) twenty-seven million three hun- 
dred and eighty-nine thousand one hundred and twenty dollars. 

That said mortgage was so executed and delivered, and said 
bonds were so caused to be issued by said so claimed directors, as 
though issued by said C. P., with the secret design and intent, on 
the part of said Leland Stanford, Charles and E. B. Crocker, 
Huntington and Hopkins, to secure said bonds to themselves, and 
they have secured a majority thereof, to wit, twenty-two millions of 
dollars, (122,000,000), to themselves, without ever having paid 
or delivered to said C. P. any money or valuable consideration 
therefor, and now claim to own and hold the same ; that said Leland 
Stanford, Charles and E. B. Crocker, Huntington and Hopkins, at 
the time of voting as directors of said C. P. to execute said first 
mortgage bonds, and at the time of forming the design of securing 
the bonds to themselves so secured as aforesaid, formed the design, 
and it is now their purpose and intent, as the holders of a majority 
thereof, to foreclose said first mortgage and purchase said railroad 
and telegraph line for their benefit, and thereby to defraud the 
holders of the second mortgage bonds of the said C. P., to wit, the 
United States Government and other parties and persons holders 
thereof, to plaintiffs unknown, and this plaintiff and the other stock- 
holders of said C. P. out of any dividends, benefit, or other interest 
in said railroad and telegraph line. 



[42] 

That to the end aforesaid, and in carrying out said secret design 
and intent, among other things, said last mentioned directors entered 
into said contract with Wells, Fargo & Co. to run over said road, 
at much less rate than they charge other freighters and transporters, 
and also have concealed, and do now conceal, the actual running 
expenses of said road and its actual receipts. That said first mort- 
gage purports to be, and said Leland Stanford, Charles and E. B. 
Crocker, Huntington, and Hopkins, assert and pretend that the 
same is, a valid and binding security upon said railroad and tele- 
graph line, the franchises, equipments, etc., and that it was neces- 
sary to issue the said bonds and execute said mortgage to secure 
the same in order to construct said road. Whereas, in truth and in 
fact, the said several donations and subsidies hereinbefore granted 
to said C. P. were sufficient, and more than sufficient, to build and 
construct said railway and telegraph line without using any of said 
first mortgage bonds, and none thereof were used, in the construc- 
tion, completion, equipping, and furnishing thereof, but, on the 
contrary, the same were fraudulently issued and delivered to said 
Leland Stanford, Hopkins, Huntington, Charles and E. B. Crocker, 
as said " Charles Crocker & Company," and said u Contract and 
Finance Company," and were and are wholly void. 

That on or about the 10th day of April, 1870, one Samuel 
Brannan, being then the owner of 200 shares of the capital stock 
of the said C. P., and being about to commence proceedings by 
an action to compel the said defendants, Leland Stanford, Hunting- 
ton, Hopkins, Charles and E. B. Crocker, to account to him for 
and in respect to the earnings of the said C. P., and the manage 
ment of its affairs, and said defendants, Stanford, Huntington, 
Hopkins, Charles and E. B. Crocker, learning thereof, procured 
from the attorney of the said Brannan a draft and a copy of the 
complaint intended to be filed, and thereafter filed by and on the 
part of said Brannan. 

That in order to cover up their fraudulent practices and busi- 
ness, and to still keep control of the said C. P. corporation, and to 
prevent the said Brannan and this plaintiff and other stockholders 
thereof from inquiring into and ascertaining the true condition of 
its assets, and the disposition thereof made by them, and to re-elect 



[43] 

themselves as directors, the said Huntington, Hopkins, Charles 
and E. B. Crocker, and Leland Stanford, in the name of and by the 
agency of D. 0. Mills & Co., and really for their benefit, since the 
said 10th day of April, 1870, purchased and had transferred and 
assigned to the said D. 0. Mills & Co., 3,000 shares of the capital 
stock of C. P., so issued to the city and county of Sacramento, 
and said 2,500 shares so as aforesaid issued to said county of Placer. 

That the said D. O. Mills & Company, although apparently the 
real actors in such purchase, were secretly acting therein, and were 
instigated to act therein by and for the benefit of said Stanford, 
Huntington, Hopkins, Charles and E. B. Crocker, the same last 
named persons ; and upon the agreed secret understanding and 
agreement between the last named persons, or some of them, on 
the one part, and the said D. 0. Mills & Company upon the other 
part, and to the effect that the saidD. 0. Mills & Company would 
hold the stock thus transferred to the latter, in secret trust for 
the said Stanford, Huntington, Hopkins, Charles and E. B. Crocker, 
or some of them ; and would transfer the same to them, or some 
of them, when thereto afterwards requested; and would in the 
meantime cause the same to be used as should be requested by 
said Stanford, Huntington, Hopkins, Charles and E. B. Crocker. 

That as plaintiff is informed and believes, and therefore charges 
and avers, upon and according to his information and belief, that 
in order to induce said D. 0. Mills & Co. to appear to purchase 
the said 55,000 shares of said capital stock, and to secure said D. 
0. Mills against a loss, said Stanford, Huntington, Hopkins, 
Charles and E. B. Crocker, or some of them, deposited with said D. 
0. Mills & Co., or with some person or persons, to the plaintiff un- 
known, in trust for D. 0. Mills & Co., 150,000 of the first mort- 
gage bonds of the said C. P. corporation, and there now exists, 
or did exist, a secret and binding agreement between the said D. 
0. Mills & Co. on the one part, and the said Stanford, Huntington, 
Hopkins, Charles and E. B. Crocker, or some of the last named 
persons, on the other part, to the effect that the said last named 
persons would pay to the said D. 0. Mills & Co. for said stock, 
the amount paid in advance by them to purchase the same, with 
interest at the rate of one per cent, per month on such advance 
when thereto afterwards requested. 



[44] 

That at the time said D. 0. Mills & Co. purported to have pur- 
chased said 55,000 shares, they had been informed by the aver- 
ments in the complaint of said Brannan as above set forth, and 
had been informed thereof by the defendant, Leland Stanford. 



55. 



That some time in the year 1869, the said defendants, Leland 
Stanford, Huntington, Hopkins, and Crocker, being then engaged 
in a controversy with a certain newspaper, known as the " Sac- 
ramento Union,'' and published at the city of Sacramento, in this 
State, for the purpose, as plaintiff is informed and believes, and 
avers, upon and according to his information and belief, of injuring 
and destroying the prosperity of said u Sacramento Union," estab- 
lished or purchased a certain newspaper in said city of Sacramento, 
known as the " Sacramento Record." 

That for the purpose of enabling said " Sacramento Record " to 
injure and destroy the business and financial credit of said " Sacra- 
mento Union," and to prevent the " Sacramento Union " from 
printing, publishing, and exposing the acts and doings of said de- 
fendants Stanford, J3untington, Hopkins, and Crocker, they, the 
said last named defendants, advanced from time to time to the de- 
fendants William H. Mills, and the Sacramento Publishing Com- 
pany, and other persons to plaintiff unknown, a large sum of money, 
to wit, the sum of $200,000 in gold coin. 

That on or about the 20th day of February, 1875, the defend- 
ants the Sacramento Publishing Company and William H. Mills 
purchased the said newspaper known as the " Sacramento Union," 
and the good will and property thereof, for the sum of fifty-five 
thousand dollars, and plaintiff avers that he is informed, and be- 
lieves, and avers upon and according to his information and belief, 
that the said sum of $55,000 was paid by the defendants Stanford, 
Huntington, Hopkins, and Crocker. 

That the said defendants, the Sacramento Publishing Company 
and William H. Mills, claim to be the owners of said newspapers, 
but plaintiff avers that the same are held in trust for said C. P. 



[45] 

That all the moneys so as aforesaid paid by said defendants, 
Stanford, Huntington, Hopkins, and Crocker, were paid from the 
moneys and assets of said C. P. derived by said last named defend- 
ants under the name of Charles Crocker & Co. and the Contract 
and Finance Company, and not otherwise. 

56. 

That on or about the 1st of January, 1871, there was a cor- 
poration existing pursuant to the laws of the State of California, 
known as the Oakland Water Front Company. The property of 
said corporation consisted of a large amount of property situated 
on the water front of the City of Oakland and the town of Brooklyn, 
and the town of Alameda all within the County of Alameda of 
great value, to wit, the value of five million dollars. 

That plaintiff is informed and believes, and avers, upon and ac- 
cording to his information and belief, that the defendants, Leland 
Stanford, Huntington, Hopkins, Charles and E. B. Crocker, pur- 
chased from said Oakland Water Front Company one-third of the 
capital stock ; and the same has been delivered by the said last 
mentioned defendants. 

That the said purchase was made by said last mentioned de- 
fendants with the moneys and assets of said C. P., and with the 
moneys, gains, profits, so as aforesaid received, realized, and appro- 
priated to their use by the said last named defendants under the 
names, respectively, of Charles Crocker & Co., and the said Con- 
tract and Finance Company, and not otherwise. 

57. 

That the Rocky Mountain Coal and Iron Company, of Wyoming 
Territory, was and is a corporation formed and existing pursuant 
to the laws of the Territory of Wyoming, having a capital stock of 
one million of dollars divided into ten thousand shares of one 
hundred dollars each. 

That plaintiff is informed and believes, and avers, upon and ac- 
cording to his information and belief, that the defendants, Leland 



[46] 

Stanford, Huntington, Hopkins, Charles and E. B. Crocker, on or 
about the first day of July, A.D. 1872, purchased, from persons 
unknown to plaintiff, about eight thousand shares of the capital 
stock of said last mentioned corporation, and now hold the same, 
and claim to be the owners thereof. 

That the dividend upon said stock has been, and is, eight thous- 
and dollars per month. 

That payment for the said stock was made by the said defend- 
ants, Leland Stanford, Huntington, Hopkins, Charles and E. B. 
Crocker, by appropriating the earnings and profits of the said C. 
P., and from the moneys, gains, and profits, so as aforesaid received 
by said defendants in the name of Charles Crocker & Co., and in 
the name of the Contract and Finance Company, and not other- 
wise. 



58. 



That the Los Angeles and San Pedro Railroad Company was, 
and is, a corporation duly organized, created, and existing under 
the laws of the State of California, having its principal place of 
business at the city of Los Angeles, and on or about the last day 
-of February, a. d. 1873,was* the owner of, and operating, a line 
of railway about twenty-two miles in length, between San Pedro 
and said city of Los Angeles, both in the county of Los Angeles. 

The above said day and year last aforesaid, as plaintiff is in- 
formed and believes, and therefore avers, upon and according to 
his information and belief, Henry B. Tichenor and others were the 
owners of the capital stock of said last mentioned corporation, and 
on the day and year last aforesaid, did sell and assign all of said 
capita] stock to defendants, Leland Stanford, Huntington, Hopkins, 
Charles and E. B. Crocker, for and in consideration of the sum 
of seven hundred and fifty thousand dollars, and that ever since 
said purchase the said defendants, Leland Stanford, Huntington, 
Hopkins, Charles Crocker, and Charles Crocker, executor of the 
estate of Ed. Crocker, deceased, have controlled and managed the 
same, and have appropriated the proceeds thereof, amounting to 
twenty thousand dollars per month, to their own use. 



[47] 

That said last mentioned purchase was made, and has been paid 
for, by said last mentioned defendants, with the moneys and assets 
of the said 0. P., and with the moneys, gains, and profits so as 
aforesaid received, realized, and appropriated to their own use by 
said last named defendants, under the names respectively' of 
Charles Crocker & Co., and said Contract and Finance Company, 
and not otherwise. 



59. 

That the Market Street Railway was and is a corporation or- 
ganized and existing under the laws of the State of California, and 
on or about the first day of March, a.d. 1870, was the owner of 
a line of street railroad on Market street, in the city and county 
of San Francisco. 

That on said day and year last aforesaid, as plaintiff is informed 
and believes, and therefore avers upon and according to his informa- 
tion and belief, Henry M. Newhall, Charles and Peter Donahue, 
were the owners of all the capital stock of aforesaid last mentioned 
corporation, and on the day and year last aforesaid did sell and 
assign all of said capital stock to defendants Leland Stanford, 
Huntington, Hopkins, Charles and E. B. Crocker, for and in consid- 
eration of the sum of three hundred thousand dollars, and that ever 
since said purchase the said last named defendants have controlled 
and managed the same, and have appropriated the proceeds and 
earnings thereof, amounting to about five thousand dollars per 
month, to their own use. 

That said last mentioned purchase was made and has been paid 
for, by said last named defendants, with the moneys and assets of 
said C.P., and with the moneys, gains, and profits so as aforesaid 
received, realized, and appropriated to their own use by said last 
named defendants, under the names respectively of Charles Crocker 
and Co. and said Contract and Finance Company, and not other- 
wise. 



[48] 



60. 

That the Chesapeake and Ohio Railroad Company was, and is, a 
corporation formed and existing pursuant to the laws of the State 
of Virginia, for the purpose of constructing and maintaining a 
railroad from the James River to the Ohio River, about 400 
miles in length. The plaintiff is informed and believes, and avers 
upon and according to his information and belief, that the defend- 
ant, Collis P. Huntington, on or about the 1st day of April, 1870, 
purchased a majority of the capital stock of said last named 
corporation, and claims now to be the owner thereof; and was then 
elected, and has ever since continued to be, the President and 
Manager of said Company. 

That said defendant Huntington has, as plaintiff is informed and 
believes, and avers, upon and according to his information and 
belief, paid for, and in respect to, the interest which he claims to 
own in the last mentioned corporation, the sum of two and one-half 
million dollars. That such payment was made by appropriating the 
earnings and profits of the said C. P., and from the moneys, gains, 
and profits so as aforesaid received by said defendants, in the 
names, respectively, of Charles Crocker & Company and the Con- 
tract and Finance Company, and not otherwise. 



61. 

That on or about the day of 187 , the said 

Central Pacific Railroad Company made and issued to the defend- 
ants, Charles Crocker and Silas VV. Sanderson, Esq., as Trustees, 
1,000 bonds, each for the sum of $1,000, payable in 
years from the date thereof, with interest at the rate of six per 
cent, per annum. And to secure the payment of said bonds, and 
the interest thereon, this said C. P. made, executed, and delivered 
to the said defendants, Charles Crocker and Silas W. Sanderson, 
Esq., as Trustees, a mortgage upon all the lands granted to said 
C. P. by the United States, in pursuance to the Acts of Congress 
in this complaint already mentioned and set forth. 



[49] 

The plaintiff is informed and believes, and avers, upon and accord, 
ing to his information and belief, that said defendants Leland Stan- 
ford, Huntington, Hopkins, Charles Crocker, Charles Crocker, 
Executor of the estate of E. B. Crocker deceased, have and hold 
said bonds, and claim to be the owners thereof; but that all the 
said bonds are the property of the said C. P., and are held by said 
last mentioned defendant in trust for the said C. P. 



62. 



That on or about the 10th day of June, 1874, the said C. P., 
having made large advances to a corporation known as the Califor- 
nia Pacific Railroad Company, the said defendants Leland Stanford, 
Huntington, Hopkins, and Crocker claiming to own and to be en- 
titled to the sums of money so advanced by the said C. P., made an 
assignment thereof to the defendant James B. Haggin. That 
thereafter, the said Stanford, Huntington, Hopkins, and Crocker 
caused judgment to be confessed by said California Pacific Railroad 
Company in favor of said James B. Haggin, in the District Court 
of the Sixth Judicial District of the State of California, for about 
the sum of $1,309,041.84. That said James B. Haggin holds 
said judgment in secret trust for the use of said Leland Stanford, 
Huntington, Hopkins, and Crocker ; and that the same of right be- 
longs to the said C. P. 



63. 



That the said defendants, Leland Stanford, C. P. Huntington, 
Mark Hopkins, and Charles Crocker, have, since the incorporation 
of the C. P., been acting as Directors and managing agents there- 
of. And as such Directors and managing agents, it is and has 
been their duty to keep said C. P. in good and sufficient repair, 
and to use the revenue thereof for such purpose. But instead 
of so doing, and unmindful of their duty in this regard, the said 
defendants have diverted the revenues of said company to the use 
of the Southern Pacific Railroad Company, and other corporations, 



[50] 

and have allowed the tracks, bridges, culverts, water-ways, and 
superstructure of the said. C. P. to become in an unsafe and un- 
sound condition, and in want of great and immediate repairs ; so 
as to render the same in many places unsafe for the transportation 
of passengers. And that the said works and superstructure of the 
said C. P., at this time, are in need of large and extensive repairs ; 
the cost of which repairs, as plaintiff is informed, and believes, and 
therefore avers upon and according to his information and belief, will 
amount to the sum of two million dollars, and upwards. 



64. 



That on or about the 1st of May, 1871, the California Pacific 
Railroad Company was a corporation organized pursuant to the laws 
of the State of California, then engaged in running a line of rail- 
road from Vallejo to Marysville, with some branch lines connect- 
ing therewith, and having a capital stock of twelve million dollars. 

That on or about the said 1st day of May, 1871, the said defend- 
ants, Leland Stanford, Huntington, Hopkins, Charles and E. B. 
Crocker, purchased nearly all the stock of the said last mentioned 
corporation, and now claim to be owners thereof. 

That said purchase was made, and has been paid for by said last 
mentioned defendants, with the moneys and assets of the said C. 
P., and with the moneys and profits so as aforesaid received and 
realized, and appropriated to their own use by the said last named 
defendants and their confederates, under the names, respectively, of 
said Charles Crocker & Company, and the said Contract and 
Finance Company. 

That at the time of the making of said purchase there were is- 
sued by the said California Pacific Railroad, and delivered to said 
defendants, Leland Stanford, Huntington, Hopkins, and Charles 
and E. B. Crocker, 1,600 bonds of the said California Pacific Rail- 
road, each for the sum of $1,000 3 made payable in 20 years from 
the date thereof, with interest at the rate of six per cent, per an- 
num, payable semi-annually ; which said bonds are held by said 
last mentioned defendants in trust for the said C. P. 



[51] 



65. 



That the Western Development Company is a corporation formed 
pursuant to the laws of the State of California, for the purpose, 
as plaintiff is informed and believes, and avers, upon and according 
to his information and belief, taking contracts for building and 
equipping railroads, and for the repair of such railroads as may be 
controlled by the said defendants, Leland Stanford, Huntington, 
Hopkins and Crocker ; and was organized for the purpose of taking 
the place of the said Contract and Finance Company, so as to carry 
on business of the same nature, and to enable the said last mention- 
ed defendants to effectually conceal from this plaintiff, and the rest 
of the world, their fraudulent and nefarious practices, done and per- 
petrated through the agency and instrumentality of said Contract 
and Finance Company. 

And that the said Western Development Company is in fact own- 
ed and controlled by the said defendants, Leland Stanford, Hunt- 
ington, Hopkins, and Charles Crocker. 

And that all contracts given by said last mentioned defendants 
to said Western Development Company, and all services rendered 
by said Western Development Company, on or to the railroads con- 
trolled by said last mentioned defendants, are and have been paid 
for at prices greatly in excess of their actual value ; with the in- 
tent to cheat and defraud this plaintiff and the other stockholders 
of the said C. P. out of their proportion of the earnings thereof. 



6Q. 



That as plaintiff is informed and believes, and upon and ac- 
cording to his information and belief, charges and avers, the de- 
fendants, Leland Stanford, Huntington, Hopkins, Charles' and E. 
B. Crocker, have become and are the owners of large amounts of 
valuable property in the leading cities and towns of this State, and 
in many of the counties thereof ; and, especially, in the city and 
county of San Francisco. The title to some of which property 



[52] 

stands in the name of the defendant Stanford, and some in the 
names of the other defendants, or some of them ; and some in the 
name of persons for the uses of said last mentioned defendants 
the names of said persons being unknown to the plaintiff; but 
whom, when discovered, plaintiff asks may be made defendants 
herein. 

That as plaintiff is informed and believes, and so avers upon and 
according to his information and belief, all of said property so held 
by said last mentioned defendants, or either of them, acquired 
since the first of January, 1862, has been paid for by said last 
mentioned defendants with the money and assets of the said C. P., 
and with moneys, gains, and profits so as aforesaid received, 
realized, and appropriated to their use, by the said last mentioned 
defendants, under the names, respectively, of Charles Crocker & 
Co., and the said Contract and Finance Co., and not otherwise. 



67. 



That on or about the day of 

1875, the defendants, Leland Stan- 
ford, Huntington, Hopkins, and Charles Crocker, caused an ap- 
plication to be filed in the County Court of the County of Sacra- 
mento, praying for the dissolution of the corporation of the said 
Contract and Finance Company. And on the 

day of 
1875, an order was made by said County Court, declaring said 
Contract and Finance Company to be dissolved and disincorporated. 
That said application and all proceedings had therein were made 
without the knowledge of, and without any notice to, the plaintiff. 
.And plaintiff avers that said application was made, and that said 
order was obtained, wrongfully and fraudulently, and for the pur- 
pose of cheating and defrauding this plaintiff, and of depriving him 
of his just rights in the premises, and for the further purpose of 
preventing him from having the evidence which the records and 
papers of the said corporation would supply in support of this 
action. 



[53] 



68. 

That since the said defendants, Leland Stanford, Charles and E. 
B. Crocker, Huntington, and Hopkins became informed and ad- 
vised of the contents of the complaint of the said Samuel Bran- 
nan, as is hereinbefore set forth, except matters contained in the 
foregoing Article 67, and that said Brannan intended to file said 
complaint, they, with the gains and profits made by them in the 
name of said Charles Crocker & Co., and in the name of said 
Contract and Finance Company, have purchased and secured to 
themselves a majority of the capital stock of said C. P., which was 
lawfully issued upon the basis of eight million five hundred thousand 
dollars (18,500,000) capital, as hereinbefore mentioned. 



69. 

That plaintiff is informed and believes, and therefore avers, 
upon and according to his information and belief, that the said de- 
fendants, Leland Stanford, Huntington, Hopkins, Charles and E. 
B. Crocker are not worth, and have not in their possession or under 
their control, or jointly or severally are not the owners of property 
exceeding in value two hundred and fifty thousand dollars, over 
and above the property purporting to have been acquired by them, 
and of which they obtained possession and control, by misappropri- 
ating the assets and subsidies of said C. P., as hereinbefore 
averred. 



70. 



That as plaintiff is informed and believes, and therefore charges 
and avers, upon and according to his information and belief, said 
Leland Stanford, Huntington, Hopkins, Charles and E. B. Crocker, 
at the time they became directors of said C. P., were respectively 
comparatively poor men, that is to say : the said Leland Stanford 
was not worth to exceed fifty thousand dollars ; the said C. P. 
Huntington was not worth to exceed fifty thousand dollars ; the said 



[54] 

Mark Hopkins was not worth to exceed fifty thousand dollars ; the 
said Charles Crocker was not worth to exceed thirty thousand dol- 
lars ; and the said E. B. Crocker was not worth to exceed the sum 
of ten thousand dollars. 

That none of the property of the said last named defendants, or 
either of them, was applied or used in the construction of said C. P. 
railroad and telegraph line, hut the same has continued to be held 
and owned, and is now held and owned, by said last named defend- 
ants, respectively, as the same was held and owned at the time they 
first became directors of the said C. P., except as the same has 
been by them, respectively, exchanged for other property. 

That beyond, and over and above, the capital stock of said C. 
P. and W. P., and the other railroad companies herein mentioned, 
the said Leland Stanford, Huntington, Hopkins, and Charles and 
E. B. Crocker have, by means of appropriating for that purpose 
the subsidies and assets of the said C. P., and not otherwise, ac- 
quired and now claim to hold and own, respectively, large amounts 
of real and personal estate of great value, to wit, of the value of 
two million dollars ($2,000,000). 

71. 

That the plaintiff has been wholly ignorant of the fraudulent 
devices, practices, and misappropriations of the earnings, assets, 
and subsidies of the said C. P., hereinbefore mentioned and averred, 
until about the first day of January, 1875, and did not, until said last 
mentioned day, know of, suspect, or believe, or have any cause to 
suspect or believe, any of the said fraudulent acts, transactions, 
and doings hereinbefore mentioned and charged upon the said 
Leland Stanford, Huntington, Hopkins, Charles and E. B. Crocker 
and their confederates. 



72. 

That the plaintiff is informed and believes, and upon and accord- 
ing to his information and belief so charges and avers, that as 
owner and holder of ten shares of the only capital stock legally 



[55] 

issued, he is entitled to demand and receive, and have of and from 
the said Central Pacific, and from the said Leland Stanford, Hunt- 
ington, Hopkins, Charles Crocker, and Charles Crocker as executor 
of the estate of E. B. Crocker, deceased, as plaintiff's part and 
portion of the profits made in constructing, furnishing, equipping, 
and operating the railroad and telegraph line of said C. P., the 
sum of about one million two hundred thousand dollars, and to 
fifteen thousand and fifty acres of land, so granted to the said C. 
P. by the said Acts of Congress. 

Wherefore, The complainant prays the following judgment 
and relief, to wit : 

First. That during the pendency of this action, a receiver may 
be appointed by this honorable Court, to take charge of, manage, 
and run said C. P. Railroad and telegraph line, said W. P. Rail- 
road and telegraph line, and the branch thereof hereinbefore des- 
cribed ; said San Francisco, Oakland, and Alameda railroad and 
ferries ; said San Joaquin Valley Railroad ; said California and Ore- 
gon Railroad ; and all the other properties consolidated under the 
name of The Central Pacific Railroad Company ; said California 
Pacific Railroad ; said Southern Pacific Railroad ; said Los An- 
geles and San Pedro Railroad ; said Market Street Railway ; 
said Potrero and Bay View Railroad ; and said telegraph lines ; 
and to discharge such other duties relative thereto as to this Court 
shall seem meet. 

Second. That during the pendency of this action, said Leland 
Stanford, Huntington, Hopkins, and Charles Crocker, and their 
confederates, be restrained and enjoined from acting as members of 
the Board of Directors of the said C. P., or of any of the other 
corporations in this prayer hereinbefore mentioned ; and that they 
be restrained from voting at any meeting of the stockholders of 
the said C. P., as representing any of the shares of the capital 
stock of the said C. P., and as representing any of the shares by 
them or either of them acquired since April 10th, 1870. 

Third. That the said Leland Stanford, Huntington, Hopkins, 
Charles Crocker, and their confederates, be restrained and en- 
joined from selling, transferring, pledging, or otherwise disposing 
of any portion of the stock of said C. P., or of any of the said 
railroad corporations in this prayer above set forth, or of the stock 



[56] 

of said Wells, Fargo, & Co., or of the stock of the said Oakland 
Water Front Co., or of any mortgage bonds of said C. P., or of 
said California Pacific Railroad Co., or of said San Francisco, 
Oakland, and Alameda Railroad Co., or of said Southern Pacific 
Railroad Co. ; or of the bonds issued upon said land grant, as in 
this complaint set forth ; and of the stock of the said Rocky Moun- 
tain Coal and Iron Co., of Wyoming; or of the Atlantic and Pa- 
cific Telegraph Co., or of the Contract and Finance Co., or the 
Western Development Co. ; or of any bonds heretofore received by 
said defendants, Stanford, Huntington, Hopkins, and Crocker, or 
either of them, for the use or benefit of said C. P., or any other 
of said corporations, defendant herein. 

Fourth. That said Wells, Fargo & Co. be restrained and en- 
joined from paying any dividends on its capital stock, so as afore- 
said issued to said Leland Stanford, Huntington, Hopkins, Charles 
and E. B. Crocker, and their confederates, or either of them, as 
in this complaint averred. 

Fifth. That the said Oakland Water Front Co. be restrained 
and enjoined from paying any dividends on its capital stock, so as 
aforesaid issued to said Leland Stanford, Charles Crocker, E. B. 
Crocker, Huntington, Hopkins, and their confederates, or either 
of them, as in this complaint averred ; or from making any trans- 
fer of any portion of the property of the said corporation to said 
last named defendants, or either of them, until the further order of 
this Court. 

Sixth. That the said Rocky Mountain Coal and Iron Com- 
pany, of Wyoming, be restrained and enjoined from paying any 
dividends on its capital stock, so as aforesaid issued, to said Leland 
Stanford, Charles Crocker, E. B. Crocker, Huntington, Hopkins, 
and their confederates, or either of them, as in this complaint 
averred. 

Seventh. That any contract of sale, or any written agreement 
therefor, or any deed concerning the same, by which the lands, 
or any part thereof, granted by the United States to the C. P., 
have been passed, or are hereafter passed, into the possession and 
disposal of said B. B. Redding, be set aside as fraudulent and 
void. 

Eighth. That the said B. B. Redding and his confederates, the 



[57] 

said Leland Stanford, Huntington, Hopkins, and Charles Crocker, 
and each of them, and their confederates, be restrained and en- 
joined, and the said C. P. and the said W. P. and all of the said 
corporations in this prayer above mentioned, and the officers of 
each of said corporations, be restrained and enjoined from sell- 
ing, disposing of, mortgaging, or conveying, or contracting to sell, 
mortgage, or dispose of any of the lands granted by the United 
States to the said C. P. and said W. P. in aid of the construction 
of the said railroads, or either of them.- 

Ninth. That each and every of the contracts purporting to 
have been made between the C. P. on the one part, and Charles 
Crocker & Co. on the other part, relating in any manner to the 
construction and equipment of the said C. P. Railroad and tele- 
graph line, be adjudged and decreed to be and to have been null 
and void, and a fraud upon the said C. P., and upon the plaintiff 
and other stockholders of the said C. P. corporation. 

Tenth. And that each and every of the contracts purporting to 
have been made between the C. P. on the one part, and the said 
Contract and Finance Co. on the other part, and relating in any 
manner to the construction of the said C. P. Railroad and tele- 
graph line, or repairs therefor, be adjudged and decreed to be and 
to have been null and void, and a fraud upon the said C. P., and 
upon the plaintiff and the other stockholders of the said C. P. cor- 
poration. 

Eleventh. That each and every of the contracts purporting to 
have been made between the C. P., or any of the railroad corpo- 
rations, or either of them, hereinbefore mentioned, on the one part, 
and the said Western Development Co. on the other part, and re- 
lating in any manner to the construction of the said C. P. Rail- 
road and telegraph line, or any of the lines of the aforesaid corpor- 
ations, be adjudged and decreed to be and to have been null and 
void, and a fraud upon the said C. P., and upon the plaintiff and 
the other stockholders of the said C. P. corporation. 

Twelfth. That an accounting be taken of the actual cost of the 
building, construction, completion, and furnishing and equipping of 
said C. P. Railroad and telegraph line, and of said other railroad 
lines ; also, the receipts and income thereof, from the time the same 
commenced running to the time when the receiver to be appointed 



[58] 

by this Court shall take charge of said railroads ; and a fair charge 
against and upon said Wells, Fargo & Co., for the exclusive and 
special privileges so as aforesaid granted to them ; and also, an 
accounting of all sales of land acquired by said C. P. Co., and said 
W. P. Co.; and also an accounting of the disposition of all the 
stock of the said C. P.; of the bonds issued to it by the United 
States ; by said county of Placer ; by the said city and county of 
San Francisco ; by the said city and county of Sacramento ; of 
the bonds issued by it, the interest on which was, and is, guaran- 
teed by the State of California ; of the moneys received by it from 
the State of California ; of the moneys received by it from the 
subscriptions to its capital stock ; the gains and profits made by 
said Redding, Leland Stanford, Huntington, Hopkins, Charles and 
E. B. Crocker, and their confederates, by the re-sale of lands 
which were heretofore belonging to the said C. P. and W. P., and 
the said California and Oregon railroad, and the said Southern Pa- 
cific railroad ; of the dividends received from said Wells, Fargo & 
Co.'s stock, and the stock of the Rocky Mountain Coal and Iron 
Co. , of Wyoming ; and that in said accounting, the said Leland 
Stanford, Huntington, Hopkins, Charles Crocker, and Charles 
Crocker, the executor of the estate of E. B. Crocker, deceased, 
and B. B. Redding, and their associates and confederates, be 
charged with the gross receipts and amounts of all subsidies, 
moneys, bonds, and other assets received by the said C. P., and in 
its name, and be credited with the actual expenses only, at the 
fair cash value thereof, and the actual cost of constructing, of equip- 
ping the said railroad and telegraph line from Sacramento aforesaid, 
to Echo City, aforesaid ; such actual cost as was actually paid by 
said Contract and Finance Company, and by said C. Crocker & 
Co., without taking into account the profits and gains made by 
them, or either of them. 

Thirteenth. That the said Leland' Stanford, Huntington, Hop- 
kins, Charles Crocker, and Charles Crocker, executor of the estate 
of E. B. Crocker deceased, and Redding, and their associates, be 
adjudged to surrender to the said C. P. all bonds of the United 
States and of the said C. P. Co., and all of the stock of the said 
C. P. Co., by them or either of them held, or held by any person 
in secret trust for them or either of them. 



[59] 

Fourteenth. That the newspapers known respectively as the 
" Sacramento Union " and the " Sacramento Record," and the 
good will and property of each and either of them, be adjudged to be 
held in trust for said C. P., and that the said defendant the Sacra- 
mento Publishing Company and the said William H. Mills be ad- 
judged to account to said C. P. for the issues and profits thereof. 

Fifteenth. That the stock of the said W. P. and the bonds 
issued to it be adjudged to be the property of the said C. P. ; that 
the stock of the said San Francisco, Oakland, and Alameda Rail- 
road Co., and the bonds secured upon the property thereof, be ad- 
judged to be the property of, and be transferred to, the C. P. 
aforesaid. That the capital stock of the said Southern Pacific 
Railroad Co., and the bonds issued by said company, and the lands 
granted to it, and the stock of the said San Francisco and San 
Jose Railroad Co., and of the said San Joaquin Valley Railroad 
Co., and the bonds issued thereon, and the stock of the California 
and Oregon Railroad Co., and the bonds issued thereon, and the 
lands granted to it owned or claimed to be owned by the defend- 
ants, Leland Stanford, Huntington, Hopkins, Charles Crocker and 
Charles Crocker, Executor of the estate of E. B. Crocker, deceased, 
or either of them, and their confederates, or by any person on their 
behalf, be adjudged to be the property of, and to be transferred to, 
the said C. P. ; and that all the lands and property mentioned in 
this complaint, and all lands and property which may be found to 
have been acquired by the said Leland Stanford, Huntington, Hop- 
kins, Charles and E. B. Crocker, or either of them, since the first 
day of January, 1862, be adjudged to have been acquired with the 
property and assets of the said C. P. corporation, and be adjudged 
to be transferred to it. And that said defendants, Leland Stan- 
ford, Huntington, Hopkins, Charles Crocker, and Charles Crocker, 
Executor of the estate of E. B. Crocker, deceased, B. B. Redding, 
and their confederates, be adjudged to pay into the treasury of the 
said C. P. corporation the sum of one hundred millions of dollars. 
That said Wells, Fargo & Co. be adjudged to transfer one and a 
half millions of its capital stock to the said C. P. corporation. 
That the said Rocky Mountain Coal and Iron Co., of Wyoming, 
and the said Oakland Water Front Co., be respectively adjudged 
to transfer to the said C. P. corporation all the stock now held in 



[60] 

said corporations by said defendants, Leland Stanford, Huntington, 
Hopkins, Charles Crocker, and Charles Crocker, Executor of the 
estate of E. B. Crocker, deceased, or standing in the name of any 
person or persons for their use, or for the use of either of them. 
And for such other and further relief as shall be equitable, and 
the nature of the case may demand. 

ALFEED A. COHEN, 
DELOS LAKE, 

Attorneys for Plaintiff. 



State of California, ) 

City and County of San Francisco, \ 
John K. Robinson, being first duly sworn, says : that he is the 
plaintiff above named ; that he has read the foregoing complaint 
and knows the contents thereof; that the same is true of his own 
knowledge except as to the matters therein stated on information 
and belief; and as to those matters, he believes it to be true. 

JOHN. R. ROBINSON. 

Sworn to before me this 15th day of March, 1876. 

Holland Smith, 
[seal.] Notary Public. 



SCHEDULE " A." ARTICLES OF ASSOCIATION. 

First The name of the Association shall be the " Central 
Pacific Railroad Company of California." 

Second The number of years the same shall continue is fifty 
years. 

Third The amount of the capital stock of this Company shall 
be eight million five hundred thousand dollars, divided into shares 
of one hundred dollars each. 



[61] 

Fourth- -The names of nine Directors to manage the concerns 
of the Company are : Leland Stanford, Sacramento ; Charles 
Crocker, Sacramento ; James Bailey, Sacramento ; Theodore D. 
Judah, Sacramento ; L. A. Booth, Sacramento ; C. P. Hunting- 
ton, Sacramento ; Mark Hopkins, Sacramento ; D. W. Strong, 
Dutch Flat ; Charles Marsh, Nevada. 

Fifth The places from and to which the proposed road is to be 
constructed are the City of Sacramento and the eastern boundary 
of the State of California. 

Sixth The counties into and through which this road is in- 
tended to pass are Sacramento, Placer, and Nevada. 

Seventh The length of road, as near as may be, is one hundred 
and fifteen miles. 

Eighth. The names of five Commissioners to open books of 
subscription to the stock are : B. F. Moore, Dutch Flat ; Edward 
J. Brickell, Illinoistown ; E. G. Waite, Nevada ; E. McLaughlin, 
Grass Valley ; Samuel Cross, Sacramento. 

Ninth We, the undersigned, do hereby subscribe to the above 
Articles of Association our names, and the amounts of stock taken 
by us respectively in said Central Pacific Railroad Company of 
California : James Bailey, Sacramento ; 150 shares. Mark Hop- 
kins, Sacramento ; 150 shares. C. P. Huntington, Sacramento ; 
150 shares. Charles Marsh, Nevada ; 50 shares. Theo. D. Judah, 
Sacramento ; 150 shares. D. W. Strong, Dutch Flat ; 50 shares. 
N. W. Blanchard, Dutch Flat ; 10 shares. C. Cole, Sacramento ; 
10 shares. John F. Morse, Sacramento ; 5 shares. P. H. Rus- 
sell, Sacramento ; 5 shares. N. L. Drew, Sacramento ; 5 shares. 
Wm. G. English, Sacramento ; 10 shares. Chas. G. Hooker, 
Sacramento; 10 shares. Millikin Bros., Sacramento; 10 shares. 
Lord, Holbrook & Co., Sacramento ; 10 shares. Lucius A. 
Booth, Sacramento ; 10 shares. E. J. Brickell, Illinoistown ; 40 
shares. B. Brickell, Illinoistown ; 20 shares. B. F. Moore, 
Dutch Flat ; 10 shares. P. T. Mathewson, Dutch Flat, 5 shares. 
E. L. Bradley and R. M. Trim, Dutch Flat ; 25 shares. E. G. 
Waite, Nevada ; 10 shares. John Williams, Nevada ; 10 shares. 
T. Ellard Beans, Nevada; 10 shares. J. N. Lumay, Nevada ; 10 
shares. E. McLaughlin, Grass Valley ; 10 shares. Wm. Lout- 



[62] 

zenheim, Grass Valley ; 5 shares. Leland Stanford, Sacramento ; 
150 shares. C. Crocker, Sacramento ; 150 shares. Samuel Cross. 
Sacramento; 10 shares. Total, 1,250 shares. 



State of California, 
City and County of Sacramento, \ ss * 
Be it remembered, that on this 27th day of June, 1861, per- 
sonally appeared before the undersigned, a notary public in and 
for said city and county, Leland Stanford, Mark Hopkins, and 
C. P. Huntington, three of the directors of the within named Cen- 
tral Pacific Railroad Company of California, and being by me duly 
sworn, say : That the stock to the amount of at least one thou- 
sand dollars for every mile of the railroad intended to be built by 
said company, to wit, an amount of stock exceeding one hundred 
and fifteen thousand dollars, has been in good faith subscribed by 
the members of said company, and that ten per cent, on the amount 
of stock subscribed as aforesaid has been actually, and in good 
faith, paid in cash to Mark Hopkins, the Treasurer appointed by 
the Directors named in the within articles of association, and that 
the subscribers are all known by some one of said affiants to be 
subscribers thereto, and to be the persons so represented. 

LELAND STANFORD, 
MARK HOPKINS, 
C. P. HUNTINGTON. 



I hereby certify that the foregoing affidavit was duly subscribed 
and sworn to by said Leland Stanford, Mark Hopkins, and C. P. 
Huntington, by and before me, the day and year aforesaid. 

In testimony whereof, I have hereunto set my hand and official 
seal, this 27th day of June, A. d. 1861. 

[seal.] ELIJAH SWIFT, Notary Public. 



[63] 



SCHEDULE "B." 

By the Act of Congress of July 27, 1866, incorporating the 
Atlantic and Pacific Railroad Company, there is granted to the 
defendant, the Southern Pacific Railroad Company 

Sec. 3. " Every alternate section of public land, not mineral, 
designated by odd numbers, to the amount of twenty alternate 
sections per mile, on each side of said railroad line," provided, if 
the route shall be found upon the line of any other railroad to con- 
struct which Congress has granted lands, as far as " the routes are 
upon the same general line, the amount heretofore granted shall be 
deducted from the amount granted by this Act." (Acts 1st Sess. 
39th Cong., 1866, p. 304.) 

By Act of Legislature of California, 30 acres tide lands in San 
Francisco Bay ; value, 1500,000.