Return to Main Page - A Final Comment
In August 1928 the Colorado and Southern Railroad applied to the Interstate Commerce Commission for permission to abandon the Platt Canyon line. Permission was at first denied and as a result, the C&S offered to give the line to anyone who would like to try to operate it. Two different parties applied for the property. The first, headed by W.C. Johnstone, fell through, but the second, headed by Victor Miller, resulted in an agreement with the C&S to transfer the property. The ICC refused to allow this transfer (I don't know why) and in April 1937, the C&S was allowed to abandon all of the line with the exception of the trackage from Leadville to Climax. In March of '37 Victor Miller filed a suit against the C&S for breach of contract, apparently in hopes of being appointed receiver of the South Park Line. This suit was settled out of court by transferring 125 of the C&S's freight cars to Miller. It is this agreement that is addressed in the letter that follows. It should also be noted that there were minor revisions to this letter before it became final. I do not have those revisions but I believe them to be of no consequence to the final outcome of the agreement.
BILL OF SALE AND AGREEMENT OF SETTLEMENT
THIS BILL OF SALE AND AGREEMENT, made this _________ day of May, 1938, by and between THE COLODRADO AND SOUTHERN RAILWAY COMPANY, a Colorado corporation, and VICTOR A. MILLER, of Denver, Colorado, WITNESSETH:
WHEREAS, on or about July 14, 1932 said Railway Company and said Victor A. Miller entered into a contract in writing, bearing that date, relating among other things to the conveyance by said Railway Company to the corporation therein referred to as the "Grantee" of certain lines of narrow gauge railroad extending from Sheridan Junction to Leadville, Colorado, with branches (commonly and collectively known as the South Park line) along with other property, upon the terms and conditions in said contract stated, to which contract The Denver, Leadville & Alma Railroad Company, a Colorado corporation, subsequently became the party of the second part, referred to therein as the "Grantee"; and whereas the obligation, if any, of said the Colorado and Southern Railway Company on its part to perform said contract is a matter of controversy and litigation between the parties here to - the said Victor A. Miller on or about March 23, 1937 having commenced a suit in the District Court of the City and County of Denver, Colorado, entitled Victor A. Miller, Plaintiff vs. The Colorado and Southern Railway Company, a corporation, Defendant, and numbered A-18201 on the records and dockets of said Court, among other things concerning and for a decree directing specific performance of said contract, which suit is still pending and undetermined in said court; and whereas the parties hereto have agreed upon a compromise and settlement of said suit and of all matters growing out of and
relating to said contract, to be accomplished by the following:NOW THEREFORE, said the Colorado and Southern Railway Company, for and in consideration of the covenants, warranties, promises and agreements of the said Victor A. Miller, on his part to be kept and performed and hereinafter set forth, has bargained, sold, granted and conveyed and hereby does bargain, sell, grant and convey unto the said Victor A. Miller those certain seventy-seven narrow-gauge railroad box cars, now in its possession, marked with the initials, "C&S" and bearing the following numbers, to-wit:
7742 8072 8082 8126 7727 7743 7744 8030 8034 8381
8047 8071 8076 8078 8085 8091 8096 8108 8121 8398
8142 8145 8157 8169 8171 8181 8193 8205 8249 8404
8256 8261 8271 8285 8308 8316 8318 8326 8327 8416
8335 8348 8357 8363 8374 8377 8414 8031 8033 8242
8035 8083 8092 8105 8114 8134 8151 8166 8168
8179 8195 8201 8202 8203 8208 8213 8217 8221
8222 8263 8325 8340 8344 8352 8353 8361 8373and also those certain forty-five narrow-gauge railroad stock cars, now in its possession, marked with the initials "C&S" and bearing the following numbers, to-wit:
7015 7035 7051 7052 7057 7064 7016 7075 7077 7080
7081 7086 7087 7090 7091 7092 7093 7094 7095 7097
7099 7100 7102 7103 7104 7105 7106 7107 7108 7109
7110 7112 7113 7115 7116 7118 7126 7127 7129 7133
7134 7085 7088 7098 7130and also three narrow-gauge railroad refrigerator cars, now in its possession, marked with the initials "C&S" and bearing the following numbers, to-wit: 1113, 1108, 1116.
The Colorado and Southern Railway Company warrants to and covenants with said Victor A. Miller that it is the owner of said cars, and has good right and lawful authority to see and convey the same, and that said cars are free of encumbrance.
To place each of said cars in a safe running condition, said Railway Company promises and agrees, at its expense and within ninety days after the date of this agreement, to make repairs and do work on said cars, as follows, to-wit:
1. Repair the running boards on said cars, where defective.
2. Correct any safety appliance defects on said cars.
3. Gauge the couplers on said cars, including the heights of said couplers.
4. Splice such of the center sills as are defective on said cars with oak splicings.
5. Either repair any defective metal roof sheets on said cars, or replace such defective metal roof sheets with good second hand metal roof sheets, as the Superintendent of Motive Power of said Railway Company shall decide to be the more practicable.
6. Clean the air brake equipment on each of said cars, in accordance with A.A.R. Mechanical Division Rule No. 60.
7. Repack the journals on said cars in accordance with A.A.R. Mechanical Division rule No. 66.
8. Inspect the brake rods and brake levers on said cars and correct the same to proper dimension.
9. Examine said cars for defective journals, and replace any defective journals with good second hand journals.
10. Inspect said cars for defective wheels and replace any defective wheels thereon with good second hand wheels.
11. Replace any defective brake beams on said cars with good second hand brake beams.(first change)
As said work and repairs are completed, said Railway Company shall load said narrow gauge cars on standard gauge flat cars for shipment, in accordance with A.A.R. loading rules, and shall deliver the same to said Victor A. Miller on board such flat cars on an interchange track, in Denver, Colorado, where the same may be received for transportation by the Trustees of The Denver and Rio Grande Western Railroad Company.(second change)
In consideration of the foregoing conveyance of said cars and said covenants, promises and greements of said railway Company on its part to be kept and performed, the said Victor A. Miller hereby romises and agrees to, and hereby does, fully and forever release, discharge and acquit said The Colorado and Southern Railway Company of and from all obligations, liability, claims, demands and causes of action of every nature whatsoever, which in any manner heretofore have arisen out of or have been based on, or which hereafter may arise out of or be based on, said contract dated July 14, 1932; and further for the consideration aforesaid the said Victor A. Miller agrees to, and hereby does, dismiss the said suit with prejudice to a new action; and he hereby warrants and covenants to and with said Railway Company that the said contract heretofore in all respects was assigned to him by said The Denver, Leadville & Alma Railroad Company, that the said Victor A. Miller is now the sole owner of all right, title and interest therein and thereunder of the party of the second part therein, and that no one other than the said Victor A. Miller has any right, title or interest in or to or under said contract, or in or to the property therein described by virtue of said contract, under or through said The Denver, Leadville & Alma Railroad Company, or under or through the said Victor A. Miller.And it is hereby mutually agreed by the parties hereto that said contract dated July 14, 1932 shall be, and the same is hereby canceled; and that from and after the signing of this agreement said contract dated July 14, 1932 shall be null and void and of no force or effect.
(third change)
The said Victor A. Miller shall reimburse said Railway Company for all the actual expense incurred by it in loading, blocking, anchoring and bracing said narrow gauge cars on standard gauge flat cars for shipment, which reimbursement shall be made by the said Victor A. Miller’s paying monthly to said Railway on or about the first of each month, the amount of said expense incurred by said Railway Company during the next preceding month.(fourth change)
The said Victor A. Miller shall take delivery of all of said narrow gauge cars, as aforesaid, at Denver, Colorado during said ninety days next following the date of this agreement.IN WITNESS WHEREOF said parties have signed this agreement in duplicate the day and year first above written.
ATTEST: THE COLORADO AND SOUTHERN
RAILWAY COMPANY____________________________
SecretaryBy_________________________________
Vice President and General Manager
WITNESS: ______________________________(SEAL)