Page:Oregon Historical Quarterly vol. 7.pdf/123

Rh as to its right to its corporate name, and the court had held that one corporation could not take and use the name of a prior organized company. This of itself was a death blow to the Salem company. (See Deady's Reports, p. 609.) In this crisis of his Oregon venture Holladay turned the whole matter over to the great lawyer, W. M. Evarts, who was Secretary of State to President Hayes. After many months of study Mr. Evarts decided that the franchise to exercise corporate rights was a grant from the State and could be questioned only by the State, and not having been so questioned the Salem company was at liberty to transfer any and all rights and franchises it was assuming to own. And that as the land grant was a concession from the Federal Government the right thereto could be disputed only by the grantor, and not having been so questioned the franchise to take such grant could be also assigned and transferred by the Salem company; and that the next step for Mr. Holladay was to lawfully organize a new Oregon corporation to take over all the rights, property, and franchises of the Salem company, and have the Salem company make such transfer. For this opinion Holladay paid Evarts $25,000; and immediately thereafter (1870) incorporated and organized The Oregon and California Railroad Company, to which all the assets of the Salem company were conveyed. After thus clearing up the wreckage of the fictitious corporation, and burying as best he could the scandals which disgraced the lives and ruined the political fortunes of more men in Oregon than all other events in the history of the State, Holladay sold in Germany ten and a half million dollars of bonds upon the land grant and the road to be constructed. Applied at the rate of $30,000 per mile of road, these bonds were estimated to build three hundred and fifty miles, or practically to the California line. But by Holladay's reckless, if not dishonest management,