acquired rights resorting to litigation for the purpose of crushing that person, if the Government had no real and genuine intention to protect the interests which the person was alleged to be jeopardising. The documents annexed to the American Answer show that up till 1897 the Rio Grande was regarded as important solely from the point of view of its value as a source of irrigation water for the lands in its vicinity. It has been regarded from precisely the same point of view since 1903. The interest displayed by the United States Government in the protection of the navigability of the lower reaches of the Rio Grande lasted only so long as the rights of the Rio Grande Company were in existence. As a foreign national at work in the United States, the Rio Grande Land Company was entitled to look to the United States Government for protection and justice, and His Majesty's Government submit with confidence that the duties and obligations which the United States Government owed to this Company were violated by the methods which it adopted for crushing the company out of existence.

The Answer of the United States accuses Dr. Nathan Boyd, the Receiver for the debenture holders in the English Company, of having pursued General Anson Mills "with a concentrated venom which would seem impossible in any human soul" (U.S. Answer, Appendix p. 6). It is suggested that the British Agent has also adopted, at least in part, the theory of a conspiracy on the part of General Anson Mills and others, and that this theory is purely the invention of Dr. Nathan Boyd.

The British Agent admits that at the time when the British Memorial was prepared, His Majesty's Government believed that General Anson Mills had exercised a sinister influence upon the course of action adopted by the United States Government. Many of the documents emanating from Dr. Boyd which have been industriously collected together in the Answer of the United States were previously unknown to His Majesty's Government, and it is conceded that the violence of their language is such that they certainly do not carry conviction to any unbiassed person who reads them.

SO

The British Agent would, however, respectfully call the attention of the Tribunal to the exasperation against Dr. Boyd which is displayed in the United States Answer, and would submit that neither Dr. Boyd's vituperations

against General Anson Mills nor the aspersions against Dr. Boyd in the Answer have any real bearing on the question before the Tribunal. That question is whether His Majesty's Government on behalf of the Rio Grande Land Company (in liquidation) has any well-founded complaint against the Government of the United States. So far as is in his power, the British Agent proposes to exclude all personalities from the presentation of the

case.

Attention is drawn on p. 57 of the Answer of the United States to the absence of evidence as to the financial transactions connected with the origin and flotation of the Company and as to its liquidation.

The English Company was incorporated on October 10, 1895, under the name of the Rio Grande Irrigation and Land Company. The certificate of incorporation has been filed with the secretaries of the Tribunal. It has not been printed as it is material only for the purpose establishing the date of incorporation.

of

The prospectus which was issued by the Company has been printed at p. 52 of the British Memorial.

The draft of the prospectus which is printed at p. 237 of the Appendix to the United States Answer is, so far as can be seen, a copy of the draft prospectus which had been sent out to El Paso to the members of the Local Board of the Company. It is because it was merely a tentative draft that it was headed "Private & Confidential."

On p. 49 of the United States Answer it is pointed out that the date of the contract mentioned in the prospectus as constituting the only contract between the Company and the Vendor company is given as March 27, 1896 in the prospectus as issued and as February 12, 1896 in the copy obtained by Andres Horcasitas. The explanation of this discrepancy is that at a Board meeting held at the Company's office on March 23rd it was resolved:

To cancel the contract between the Company of "the one part and the Rio Grande Dam and Irrigation Company of the other part dated the 12th day of February 1896 and to execute in lieu thereof the Contract produced, as drafted by the Company's Solicitor, made between the Company of

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"the one part and the said Rio Grande Dam and Irrigation Company of the other part, such contract to be dated today.'

No copy of the earlier contract of February 12, 1896 is in the hands of the British Agent, but a copy of what he believes to be the correct text of the body of the contract of March 27 is printed in Annex 2 to this Reply, but the copy from which this print is made is not the original contract and does not contain the schedules which are referred to in the recitals. The discrepancy in the date between March 23 and 27 is probably accounted for by the deed having been signed with the date in blank and the blank filled up by the solicitors when they took the deed to be stamped. The whereabouts of the original contract are unknown to the British Agent. It is not unlikely that it was filed at the county offices in New Mexico.

In addition to the agreement between the Rio Grande Dam (American) Co. & the Rio Grande Land Co. (the English Co.) printed at p. 655 of the United States. Appendix, another agreement of the same date between the two companies is filed at Somerset House. A copy of this agreement will be found in Annex 2. On February 5, 1897, there is an entry in the Directors' minute book which shows that the numbers which the 300,000 shares allotted to the Company were to bear were corrected by the execution of another agreement.

The resolution for winding up the Rio Grande Irrigation and Land Company was passed on April 20, 1900. The text of the Resolution then adopted, together with copies of the list of shareholders, and the amounts of their holdings are printed in Annex 4.

The list of debenture holders at the date of the winding up is not filed at Somerset House, but an affidavit by Mr. Sneath, a partner in the firm of Price Waterhouse & Company, is printed as Annex 5. It gives the details of the names of the debenture holders and their holdings.

At a meeting of the debenture holders held on May 1, 1900, a resolution was adopted, asking the National Safe Deposit Company (the trustees for the debenture holders) to appoint Dr. Nathan Ellington Boyd as receiver, and on May 3, 1900 the trustees appointed Dr. Boyd as receiver in accordance with this resolution (Annex 6 (A) ).

On Jan. 5, 1903, Sir A. Lowes Dickinson became joint

receiver with Dr. Boyd (Annex 6 (B)) and from that date onwards all action taken on behalf of the debenture holders should have been taken by the two receivers jointly.

On May 4, an agreement was entered into between the Liquidator and the Receiver for the sale by the former to the latter of the equity of redemption of the assets of the company (see Annex 7). This agreement was approved at a meeting of the members of the Company on May 9, 1900 (see Annex 7).

Whether this agreement of May 4 has ever become operative raises very nice questions as between the shareholders and the debenture holders in the English Company which will or may have in due course to be settled in the law courts, and the British Agent does not venture to hazard an opinion on the subject. After the signature of this agreement and with the full approval of the members of the Company Dr. Boyd went to the United States and has been for nearly twenty years engaged in efforts at Washington to secure compensation for the British Company.

If the agreement of May 4 is of no effect, the sale in 1902 to Ellington referred to on p. 64 of the United States Answer and mentioned also by Dr. Boyd in Annex 8, would necessarily also be inoperative.

The copies of the minutes of the meeting of May 9, 1900 and of the text of the agreement then approved in the possession of the British Agent are not originals, but only copies. The Agent has, however, no reason to doubt their authenticity.

A receiver for debenture holders is called upon to file periodically statements of receipts and payments, and Annex 8 is one of the statements so filed by Dr. Boyd.

The American Answer states that there is no evidence that the English Company carried out its contract with the American Company, or paid the consideration due thereunder. The 300,000 shares to be paid to the American Company were the only ordinary shares issued; they were all issued to Dr. Nathan Boyd or to Dr. Chetham-Strode (the directors representing the American Company) in accordance with the following resolution adopted by the Board of the English Company at its meeting on September 4, 1896:

"Resolved that 279993 ordinary Shares of £1 "each fully paid numbered 8 to 280,000 be and are hereby allotted to Dr. Nathan E. Boyd and Dr. R. "Chetham-Strode, which with the 7 ordinary shares "numbered 1 to 7 allotted to the signatories to the Memorandum of Association by minute of the Board Meeting held on 12 June 1896 make the 300,000 "Ordinary Shares agreed to be allotted in the contract "to purchase."

The £26,500 to be paid in cash was satisfied as to £19,450 by the issue of debentures. Dr. Boyd held a very ample power of attorney from the American Company which authorised him to give a discharge for moneys owing to the company, and he assented to the satisfaction of part of the cash consideration by the issue of debentures. Dr. Boyd's power of attorney can be produced at the hearing if required. The entry in the Directors' Minute Book of the English Company May 29, 1896 is as follows:

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"Dr. Boyd intimated to the Board that the American Company were willing to accept £19,550 of the consideration payable to it in cash by the "allotment to it of debentures part of the issue of debentures offered for subscription by the Company. and the Solicitors were instructed to prepare an "endorsement upon the contract of sale to carry out "this modification.'

Of the balance £5000 was paid on the Vendor Company's behalf and £2050 was paid to the Vendor Company on Jan. 1, 1897. (See Annex 17.)

The premiums on debentures only amounted to £27 10 0, and this sum was paid to the Vendor company on the same date. No premium seems to have been obtained on the other debenture issued

The Answer of the United States Government states on p. 69 that there is no evidence that either the English Company or the American Company ever acquired the land on which the dam was to have been erected or acquired the private land included in the reservoir site.

The greater part, if not all, of the privately owned land within the reservoir site formed part of what was known as the Armendaris grant. The Company were