Agreement and letters between Austin Shuey Mann and Richard G. Peters

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Material Information

Title:
Agreement and letters between Austin Shuey Mann and Richard G. Peters
Physical Description:
Mixed Material
Language:
English
Creator:
Mann, Austin Shuey
Publication Date:
Physical Location:
Box: 2
Folder: 1905: March-April

Subjects

Spatial Coverage:
North America -- United States of America -- Florida

Record Information

Source Institution:
University of Florida
Rights Management:
All applicable rights reserved by the source institution and holding location.
System ID:
AA00007640:00001

Full Text


*1






A R 2 M E N T made and entered into at the City
of New York, on the lst day of April, 1905, by and between
RICHARD G. PETERS, of Manistee, Michigan (hereina-fter
called the *Vendor'), party of the first part, and KI.RY '.ItMA1
WIVAL, of the City of ZNw .Yor (hereinafter called the "Purchaser"),
party of the seooond part.

WVMR3A8 the Vemdor is the owner of an entire issue of
One hundred and eighty thousand dollars ($180,000) of th five (5)
Per Cent. 'First Uortgage Bonds of the Tallahassee Southeastern
Railway Company, bearing date July 1, 1898, and also of
two thousand shares of the capital stock of said Railway Compary
of the par value of One hundred dollars ($W00) eaoh, a e ;euting
the par value of Two hundred thousand dollars ($200,000), and
being the entire outstanding capital stocb of the said Railway
Company; and

WHEMRAS the Vendor is desirous of selling the said bonds
and the said stock, and the Purohaser has agreed to purchase the sana
on the terns and conditions hereinafter expressed;

N 0 W, InI CONSIDflATIOT of the promises and of the
mutual oovrenants of the parties heroto, it is hereby atreod as
follows:

I. The Vendor agrees to sell and th"e Purchaser a.-ruoe
to purolaes from the Vendor on or before the 17th day of
April 1905:

(a) Two thousand (2,000) shares of the comnron
capital took of the par value of One hundred dollars (4100)
eaoh, f te Tallahassee Southeastern hallway Comparn afore-
said










2

(b) One hundred and oighty (100) bonds of the
Tallahasseo Southeastern Railw.ay C :.painy, datod July 1, 1898,

of the denomination of One thousand dollars
($1,000) each, bearing interest at the rate of flv=i(5) i'r
cont. per annum, said interest payable seui-annually on the
lot days of January and July and repres-nteC by cemi-annua2
interest coupon annexed to sale bonds, the principal of said
bonds to mature on the 1st day of July, 19j said bonds
beinc the entire isbue of bonds secured by the first mortgage
upon the ~~;ro-,rt:;, ri;-.ts and fran'chis.oes of the said Railt.-ay

Company, anrr having annrmed thereto all unpaid coupons, in-
cluding all semi-annual coupons from arnd inclu'". In thcse
which matured Jn'.&ry 1, 1099.

II. Subject to the provisions of th Is acroeemnt, the
Purc-aseor arnees to p g. for the property mentioned in subdivisions
(a) and (b) of Article I of this aLTeseantt the sum of One hundred
thouisaz: dollars (O100,0o0), to be paid as follows:

Upon the announcement by the Purcaseor as provided in
this ayrezm.er:t that he has examined the titles to the said
property so to be sold and also the property of the said Railway
Company, and is satisfied therewith, in cash the cum of Ten thousand
dollars ('1O,C00), :lw: interest at five (5) per o-nt. per z.nnum
from April 1, 1905, and the baljnc of Ninet thousand dollars

(.90, 000),

(a) By the delivery of nine (9) notes of the Purc.i-ser,
each for the sum of T-.n thousarn dollars (~10,000), each
bearinC in*erost at the rate of five (5) por c et. pr annum,
each dated April 1, 1905, and pnrable, the first of said
notes on- (1) month after the date thereof, and the reaiaining

notes at equal intervals of one (1) month thereafter until
all of said notes shall be paid;













or, at the option of the Purchaser,

(b) By the payme-nt, instead of any one or more of

the said notes, of the ram.ount thereof in cash, with interest

from April 1, 1905, to the date of such pay-icnt.

simulttn.mnoun.ly witl' the coramletion of Ihe said ',urch'so 1 tl(o :. y-

ment of said cash and delivery of said notes, the Vendor will de-

liver to the Purchaser as a muniment of title all of the asares of

the capital stock of th'e C loridn Construction Coua:any.


ITI, The Turo''aosr Lgrees tlat the said notes shill be

guarateed to the satisfaction of the Vendor.


TV. The Purchaser in to h:-ve sixteen (16) diay from

the date of this eontrtct in itch to examine the litle to the :-rop-

erty of t',e said Railiway company and tse title to tho ntocks and

bonds aforesaid, and to satisey I.nself that said Rilway '!om.any*s

property is free from A:II d'hts and rc ims except as herein' ter m'-n-

tione,, and that the fran.c-lse of the said R."l l:. Company is gooc

and valid, and that the stocks nd bonds belon. to the Venreor. An

announcement of such satisfaction and of the Purcraser's readiness

to comi-lete, or of any defects of title or evidences thereo" dis-

closed upon such exaninntion and the reasonable requlrc(munts of the

Putchaser for th-e crLring of nuch d' fects anl the supllylrn- o such

deficiencies, shall ho :iad;le within said sixteen (16) d.ys to te

teposltary.

V. Tho Vencor a.gres o o ('celivor all or th? srid bon-;s .and

all of the certificates for t n sa.id stock, i.rop:)rly mni'orsed in

blank for transfer, toRetkor with a bill of sale thereof containing

a warranty of the V nrorls title t.'.ceto, into t-o. hands of

The "ew York Trust Co'r-anky, as Toepositary, to be d-3.1 vered

to the 'Aurctaser upon the d',livir- by the PTrchaser

to the r~epositary for the account of the Venr:or, on or

before the l7th day of April, 1905%, of the cash










4


and notes horvinbefore provided to b: given by him thorefor*

VI. The Verndor r-presents and warrant that thn Rfalay

Company and its property is freo from pending suits and from all

lions and encumbrances except taxes which are now a liln and which

the V.rndor will pay, and the current pay-roll, '.Thich the Venr'cr ::ill

pay. The Vendor further arecs that th.re are no suitC of nay

kind nov ending against the said Railway Co:-'panry.

VII. The Venior aoos that --e '1l, upon d-narri, pay

all debt of every kind of thn Rail:'c-. Company nhiclh nay i b now;

existing' or incurred, rand that tho pro perty of the Railay Company

at the tine of th- tranr.fer of the said stock: and bon' .: sh.L be

frr,: a.rd clear of all li-'ns an:' enicumbr,-,inc-s whatsoever *Ixc'rnt the

mort-ies to secure th'i said bonds.

VIII. The Vend.or a.;-r 's th:t no divid -nds slall be

d-clar-l:. upon th" said stock ponding thh, transfer airf delivery

thioreof to the PuirchL-ser under this contract, a-c that pending

such transfr no Coi'EZ of ay ort shall be incurred ';":' t.,:, R.y.il.y

Company, "xc-pt for current operating oxpons-s.

IX. Tho part ies uiTre t:at thl V,4ncior snill htve

t irty (30) per cent. of any land or uonOYs which the Ruilway

Co[!:.any may recover after the transfer of the said stcc': to the

Purc.;1ser according. to this agreement, under the Florida Internal

I provt".nt Act or any act of Florida entitling it to any larr.

grants b-twoen Tallahassee and Perry, Wliorida, and thirty (30)

per oant. of any money in lieu of sudi lands which the Railway .

Conaany may recover by suit or compromise under the contention

that tho State of Florida has sold saiP' lan.s, in the ov',nt th-at

such lands or sudt proceeds shall bt,' rioovered by the railway

Company or t :at such oonpronml.t: be effotod; L:nr? th: Vendor

a-reos that the ~~ R-ilway Conpany saul.1 retain th" ra.r:aninin' sEv-'nty












(70) per cent. of said lands and moneys. The Purchaser. agrees t.at,
upon the demand of the Vendor, but only upon being properly indem-

nified by the Vendor against the expense of such suit, aay neces-

sary suit or proceeding for the recovery thereof, may be begun In

the name of the Railway Company. The Vendor agrees that, in the

event of recovery or compromise a a aforesaid, the expenses of such

recovery or suit or compromise shall first be deducted before cal-

oulating the thirty (50) per cent. above mentioned.

X. The Vendor agrees that if any claims for personal

injuries, damages to persons, cattle, stock, baggage, freight,

delay, ejeotment from trains, or other o .aims of any nature whateo-

ever, whether similar to the claims above enumerated or otherwise,

are prosecuted against the Railway Company, the same arising out of

anything that may have happened before April 1, 1905, the Vendor

will pay the amount of any recovery in aay and .ill such suits, to
the -illway Company, and the amount incurred by the Railwa'y (Com-

priny, or in its behalf, or In behalf of the Purchaser, in defending

the same, but notice of the institution of such suit shall be riven

to the Voni:or; and the two (2) promiesory notes above men-

tioned which hhall be the last two (2) to mature, may be so

drawn as to rerer to this agreement; and if, at the date of

the maturity of the said two (2) notes respectively, any such

suit or suits shall be pending, the payment of the said notes may

be deferred by he Purchaser to await the determination of the

said suit or suits, and the amount of said notes, or so much

thereof as may be necessary, may be applied a aa payvernt on

account of said notes by the Purolaser by ,paling the eaount of

ths recovery and expenses aforesaid; and in case the amount of

said notes shall be insufficient for said purpose, or in case

either or both of said notes shall mature ,,nd he paid before the

institution of my such suit, the Vendor nevertheless agrees that

he will priy the amount of such reoovory and expenses upon deia.and.











6


XI. The VeTteor rnprosents and warrants that the

shares mentioned in swbdiviuion (a) of Article I hereof to be sold

arn traznsf rred to the Purchaser constitute the :tire outasarnding

capital st ock of the said Railway Company; and the Vendor across

that no !,ore of said stock shall be icsuod, or its Iscue authorized,

ponning the transfer of Ute said two thousand (3,000) sharos to the

Puro.aser hereunder, and that the said stock is valid, existing

stock:, full-paid and non-assessable; that the bomIs mentioned in

subdivision (b) of Article I heriof ar- all of the bonds now or

at any time outstanding of tho issue there rmentioned, and ar? v.alid

obliL'atons oof the said Railr.-ay Company for the amount thereof,

art that there are no other bonds or .ort..:I ind 'utndn.Ess cf the

said ET.il:ay Comp,.ny.., an. tnat th-.y ar.^ sec. -' b,- the mortgage

teLre zeditionoed, au tlut th.' sLaid bonds.-. nid stook: are now o' 'wned
by the Vonzor; an t1.at th coaid rai-':y, ac it is now reoad

and in operation, nir,. fr-ru: point on the St. '.:.r:. Branch of the

Fourth Divirion of th- Seab'card Air Lin- aLotut two (2) miles out

from TJl ahasisee, floridit, and Iknc .n as ?:'J lahassee Southeastern

Junction, to a point known as .7acisaa in Jvfffrson County?, lorida,

a distance of about twenty (30) miles, a that it is graded from

the ad cfthe present conploted track: towr.rd the Aacilla river

twelve (32) miles, more or less, and that the said Company has and
more or lesq,
owns two (2) miles, of rail on hand, and that the equipment con-

oisto of:

One (1) engine in fair condition,

Five (5) flat freight oars,

One (1) old combination oar, scrap,

One (1) old combination car,

Also one (I) or t.'o (2) huai cars.

The enumeration of the property and assets of the said Railway

Co:varny herein is rot to exclude from sudi property ua-d assets

any o0 er l.roerty or assets whatsoever which ma;.y on the- dato of











7


th is con tract 1e ov'ned by I'th n Id i ilwiy "om'Oiany or ', iclh may

be .cquired by it herea'ter.


TT.. The V~onor a;rrees a at, upon th : tr-i.Rfurbf the

said stoc'-to th'= Pl.rc'-aser, he -11- procurre t reJaj:*ation oC

tie resent ri-rcetors of tke said .ril11w y rorn;.-.ily :rrd he 3ub-

atitution in 'teir p.l ce o' nominees of L'i Purc-asir.*


XTTI. The V:!'"or- warrants ifan i ajre, tIat ;e ill

give I-ood title to all the tPc: -,1d ns -(nvy: .nniO.ntlnner to

b-- trans erred tn th,- Purc.'ser, Qnr; t).at h~ will warrant e title

of tl-e Purc'aser t.~vprto; l.at th title to ;.ll there pi perty

nec..'ssary or suitable for the operation of th.e said .rail~3i Co-n-

pany or v-1-ic1- it now uses as '.rt nf the riAil_.r is in the said

ConpAun.,, free :no clear fro.:: il"l nnc'rbrinc-.s exc.ift the l ri,z1u-: e

afore.Aio; that none of tCh equ'ip.-.ent or proi erLy LLud in :.n!y

way in connection .it' th-: satc !?rilw 3- or for any of its 1iur-

poss are hel. in th-: nar;:u of Mny otL.er person or cor_. o'atlon

tIan the s ad Rhilway Co- any, an:c t' it the s.aid :..il ;r" Co. :,.

has roonr title to 1i. t'e r'ro'-er-y, free and unencimbered, neces-

eary to its operation Is now ol-er'ted.


"I'.' If any defect in t i1e title or evidl-nces of title

of the Vor.lnor s'-ll -1 cdl closed u, on these .xamination provi.oced in

Artiole IV of this n re,-;inent, thu Vc:-r'or a! -..1' h:ve __ ( )

dars after t-" i:iscloruro of t.hro U.,: nd a de;:a-.d t-crefor in

whlc.t to obt-in pro]Jer evJdnc:es of title an(., to properly cure

sueh d-e:fect.. TI, at t. e exlpratinn o" ';oh ___ ( )

da,,G the Vendor '-dl.l not h.ive cri'ed suc& rrlfecti, if iny, or ihall

not Ihave procured riio rI reaonrible evidences of ro 01 title as may

be required hernunTr er1 ill obligation heorunder of ..tii-er of the

parties 1oreto to t., ot' or shall cease.

''. Thi p~'ment for the property purchihsea ; t e

Purc'h.ser shall no be doh ceo'ri an uxti-'uilatiaent of thle warranties










8


in this c.:-eemnt, but these warranties sh3.ll survive such payment
and inure to the bnoiefit of the Purchaser.

XVI. This contract to to bind azr inure to the benefit
of the personal rnpros-'ntattves aind assigln cf the respootivo
parties hero.

Ir': II'.S VT.'JRC(?P tih partiLs harc:to ha.v horouLnto sot
their Muxlts ary! seals -t. th.o City o-f 'r ": Yoe th. dl.y arnid year
first above :'-ritten.




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April 1905


RZLrtEVE- of G. Peters, of 1lanisteo, '.iohigan

the sum of Ten Thousand (1,,C '.OC) Do llare in fll / pay-

nent for one-quarter (1/4) interest in the PLOrIlDA GR'AN)i
AwlA' 1905.







TRUVl RAILW"AY odartera of lorida, and a one-half (1/2) in-

terest in all further rights ;'nd privileges I may hereafter

acquire ti-reunder, or on account thereof. It being the

intention that our. rights and interests in the s am shall

be each owning a one-half (1/2) thereof, and eaoh paying

0oe-half (1/21 of any irthor cos-t to me for any purohaseB

hereafter maue 1-y me. Said Ton Thoueand (10,i0C.00)

Dollars is also soaioowleiled to be Afll satisfaction for

any and all coonrission and uervioeB on the sale of the

Talluhoase, South Eastern Railway for myself o.r assistants,

ard of all dernans of every nature to date,



































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I






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New York City, April 17,1905.


R'CEIVED of R. G. Peters, of Manistee, Michigan, for my services

in securing a ninety-nine year lease of the Tallahaesee City reserva-

,'tion,amounting to about eighteen aores,lying south of said City of

Tallahassee, State of Florida, for the nae of the T.S.E.Ry,for their

use, Nor the above and other services I have received in full Five

Thousand Dollars ($5,000), and this is to oertify that I have not

employed anyone to assist me and that I will hold Mr. Peters harmless

from any and all claims or demands made against him by any other

person on aooount of the above matter as assistants to me, and I

further state that I had no authority,direotly or indirectly,from Mr.

Peters to employ anyone to aot for him in connection with this matter.

S^A'-a







41




(" ,B i Ii "





R. G. PETERS
MANUFACTURER OF
LUMBER, SHINGLES AND SALT.



..rf e, .,April 2 ad., 1906.

Hon. A. 8. lum,
Tallahassee, lorida.
Dear sir;-..
I have everything reaAd required by Mr. oeston oat
1al expect to leave here Tuesday, stopping off alMg the road s as
to obe a oew York next Thuraday night ed will go to the U0I Astor eOase
so e to be near Bosta*'s offlee. Please oorm Iheat yourself.
It you fail to wire m at v office that you n f'. not going
to be there I shall no go farther than Detroit. My office will be nt
toeuh with a ll d Tesday ad edne say oa that they can let m know
iat y e h wired.
Do not fail to satisfy that JuA- nt azt briag notice of the
aOm. See that te letter on the ear hae been ohan-g and bring a
statement fla M r. kaomr to that .fftt t. Also have Mr. Thems state
that there art no suite ponding, damages haFvg been nobody o eept the
S*0 hd his foot hurt in rebuilding one at the trestles through his
own earoloasaeas or that at his oo-vormum,. Get womases statesnt on
all at these suhjeoot nicely typewritten beeane he is such a poor writer am
get them in duplicate, one oopy for aadone oopy for Duaal. ASk the
Comptroller St lew York Mekhae is sent next wek for the tames fther
there will be any extra oarge, if ay, and how mnoh.
Yours truly,

,Y$ 9?it'





After 5 d:ys, return to
R. G. PETERS,
MANISTEE, MICEL


A. 8. iMmv, lcq.,



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R. G. PETERS
MANUFACTURER OF
LUMBER, SHINGLES AND SALT.



maee, C rofah 11th.* 1905.
Ron. A. S. Mann,
315 Law Whangs Building,
Jacksoaville, ylorida.
bear Sir;-
Tour f riends m hav until the 20th., inst in whioh to

rnoept of a offer of the T 8. 8. B. ilro t t S30,000.'*
oespeotfully yours,
A.





R. G. PETERS
MANUFACTURER OF
LUMBER, SHINGLES AND SALT.



SfAeeec, m Iarh l1th., 1905.
Hon. A. S. Mann,
315 law Ixohange Buildg,
Jacksonville, Florida.
aear air;*-
Your favor from Mobile Just receive. I nolose herein
a copy of the telegram sent you which asked you to meet as in Montgomery.
t regret I Agd not see you. If they have sade a mistake In receiving the
message, let them pay you for your tim and expenses.
I wired you this forenoon that I would leave here not later than next
Wedaebday for 8t.Augustine, which will bring me there about Friday
eoon of next week. I have never been there and do not know anything
about the hotels. Please have some oonmunioation for 1m at the beet
hotel there by that time, or if I go through Jaoksonville, meet we at the
depot Friday at nine o'olook. I will leave a day earlier if it is
possible. If I an not to be wanted before the following Monday, I
will go on down to Panasoffkee and be back to St.Augustine by Sunday
evening.
Respectfully yours,
A. /i .lt4







if
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01-x4 Il I I"

"/~* ;71,


Maroh 28th,1905.

Honorable R. G. Peters,

Dear Sir:-

I have sold your property, known as the Tallahassee South-

Eastern Railway, of Florida, consisting of about twenty niles

of road in operation and all rolling-stook with additional

grade, and about two miles of iron and everything belonging to

said railway company, to be turned over free of any indebtedness,

including all took, bonds, or other evidenoes of value, for the

sum of one hundred thousand dollars ($100,000), to be paid as

follows: Ten thousand dollars ($10,000) oash, and balance in

nine equal monthly payments,or ten thousand dollars ($10,000)

eaoh thirty days, satisfactorily secured, drawing interest at

5 per oent.

In addition to above,and as part as purchase price,

an agreement is to be given by ;urohaser to me for thirty (30)

per oent of all monies and land wvhioh may be obtained under the

grant of lands under the charter of said railway. One-half

interest in this contract I am to assign to you,retaining the























other hw l interest as oompensRtion for my services in aeouring

maid monies and lands of the I.I.Board of Florida,tor which I

agree to make no further charge for personal services or otherwise,

which is to appear more fully in the oontraot from purchaser,

I am to retain the ten thousand dollar oash payment on

this sale and which is to be in full for all'services,rendered

or to be hereafter rendered by myself,and any and all assistant

I may engage or require in the matter.

Yours truly,

'00. .' .
111 00.-
































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-". i,, ://,/ Iiaroh 28th, 1905.


Hon. R. G. Peteri,
Dear Sir:-
For and in consideration of one dollar (.1) and
other valuable oonsiderations, the receipt of which I hereby so-
knowledge, I agree to properly assign and transfer to you a one-
quarter interest in and to the charter of the Florida Grand
Trunk Railway,issued by the State of Florida, and in and to any
and all beaefite and advantages to be derived therefrom or there-
under. I am at present the owner of a one-half interest in said
charter and Dr. J. A. MLoLeay and wife,of Florida,are the owners
of the other half internet thereof.
Yours truly,

,gA^











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arch .8h, 190,,5.,
:4aroch P8th, 1905.


Hon. A. S. Mann,
Dear Sir:-
I have read your letter of this date in which you say you

have sold the Tallahassee South-eastern Railway, giving the oon-
sideration and the terms of the sale, and will accept the same
if the sale can be satisfactorily closed on or before the first
of Apri1,19C5.


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WA/^4. S 4


Yours truly,





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