"In January, 1869, the Cleveland and Pittsburg Railroad was placed in the possession of a receiver by an Ohio court, on the ground of fraud and breach of trust, committed or intended, by the then board of directors. Mr. Gould disavowed the acts complained of, and desired to have the road restored to the management of a board of directors to be newly constituted. You stated to me that the only feasible arrangement for a compromise between the parties was this: The executive committee was to be composed of myself, Mr. J. N. McCullough, the president, and Mr. Gould, who represented a majority of the stock then alleged to be held by the Erie Railway Company. I, who had no interest with either party, and was indifferent between them, was to hold the balance of power between the two other members, and be able to decide every question of law and every question of administration in respect to which they should differ. When the arrangement was submitted to me I declined the part allotted to me. I said I had no interest in the company, and never had any relation to it which imposed a duty in respect to it upon me. I declined more than once to you and Mr. McCullough, notwithstanding the arrangement had been made by which the Erie was to contribute $10,000 and the C. and P. $5000 as compensation. I thought the trust might be troublesome and vexatious; and, at any rate, did not want the business. You, nevertheless, appointed me; and I afterwards acquiesced. I at no time made any conditions about compensation. I never rendered a bill. The payments, when they were made, were purely voluntary. I presume you do not doubt that nothing but your personal persuasions and those of Mr. McCullough induced me finally to acquiesce. "You never communicated to me that there was any idea on anybody's part that I should owe any duty to the Erie Railway Company except to perform my duties as counsel, director, and arbiter in the executive committee of the Cleveland and Pittsburg Railroad Company. I never assumed _any other obligation_. "That duty I performed during the whole year. Upon every question of law, of administration, of policy, I acted; and, as far as I know, with satisfaction to everybody. I had no difficulty with Mr. Gould, who always behaved with consideration and deference. He got the company out of its troubles, and largely enhanced the market value of the stock by the arrangement, and appeared to be satisfied. "Mr. Gould may well say that (except so far as acting in the Cleveland and Pittsburg was acting for the Erie) I never did act for the Erie in anything, so far as he knew. I never undertook to do so. There never was any ground to pretend that in any of the litigations of that company it had any claim to aid, or shelter, or countenance from me.