I submitted the Indenture I recieved from you to the Directors at a meeting which they held a few days since, when all were present. tho’ none of them had attempted a similar instrument, it was generally determined that yours, in several parts, was exceptionable. I was instructed to draw up one from yours, according to their ideas of what would be right; which I now inclose together with your own, that you may observe the alterations. as they differ materially in some points, I am instructed to state to you the reasons by which the Directors are governed.

1st you are every where omitted being mentioned as proprietor of the bed of the river; the directors think the omission or insertion of this no ways material to the instrument; they are more over unwilling to acknowledge that of which they do not feel themselves entirely convinced, or to relinquish what their successors might hereafter claim as a right.   2d your deed says ‘the company shall have the use & benefit of the mill dam and pond, for the purposes of navigation, so long as for your own use you shall chuse to maintain the same, [or suffer them to remain.’] the words in brackets I have omitted. it is clear that you have a right to discontinue your works, or suffer them to go down; but it is also clear that after the company have bestowed labour, and made them competent to their uses, that you will have no right to remove the dam, or to fill up the canal.   3. an exception is next made to any produce other than of your own lands adjacent, passing by water to your mills toll-free. such produce on it’s passage would recieve the benefit of all the works above, and certainly could not be exempted from toll with any degree of justice. besides the Directors do not feel themselves authorised by their powers to make such a stipulation. the same consideration will also impel them to make no distinction at the Milton falls, provided they build a lock there, or otherwise improve it so as to admit the easy passage of boats.   4. the obligations imposed on the company should extend no further than the making & maintaining the canal & the dam (in case they raise it) in a state of sufficiency for their (the company’s) purposes, and that only during the continuance of their incorporation. the admission of more water into the canal will certainly benefit all your works. the company will also take care to make the canal (and the dam in case they raise it) more secure than they find it; but, because they do this, must they be liable for every fresh that may come and tear it to pieces?

It will also occur to you at once that an obligation of this sort cannot be perpetual on a company incorporated for a particular purpose, to be dissolved as soon as that purpose is effected. it must cease when the company ceases to exist.   5. upon the last point, which is certainly the most material, we are directly at issue. to pay in damages what the two mills might be worth, or in other words what they would be able to make in the course of 6. or 8. weeks, would be to surrender our subscription paper at once. the directors (and a majority of them are millers of experience) all think, your works would be greatly benefited by the additional water which they will admit into the canal; on this consideration they can think of no terms so fair and equitable as those expressed in the deed, to wit, that you shall only be indemnified for such suspensions Etc. as shall exceed the time of 30. days. they weigh the advantages of their works to you as a full equivalent for all stopages during that length of time. if they are rightly informed too, there exists a stipulation between your tenant & yourself providing for this very case; so that the loss cannot be great to either of you. it will also be done at a time of the year when your interests will be least affected. ‘It is further understood by the jury, and agreed to on the part of the sd Thomas, that the canal shall be used as an improvement in extending the navigation from Milton upwards, if that shall be adjudged the best course for the navigation.’ this is a contract between yourself & the jury who granted you the right to build a dam in 1805. there is no stipulation about indemnity for stoppages, from which it would appear that the right of improving & using sd canal, without paying for such suspensions, was one consideration with the jury in granting you the right to make a dam. this was the understanding of the jury at any rate, if not the interpretation of that part of the Inquest.   I think upon a calm consideration of the Indenture as amended, you will find it to contain such a composition of mutual interests & obligations as ought to be admitted. the Directors are anxious to come to a definitive conclusion on this subject as early as possible. I must therefore request you to signify your assent or dissent to the inclosed by December court. the matter has been maturely considered by the Directors, who think that they cannot accede to any instrument which differs materially from the one inclosed.