At the solicitation of Capt Oldham I accompanied him to the office of the Proctor U. Va for the purpose of ascertaining his course with respect to the settlement of Capt. Oldhams bills for work done at the university—upon enquiring of him what course he wished to pursue on this subject, after hesitating he replyed that he wished Capt Oldham to leave the bills with him, that he might run over them, for the purpose of ascertaining what would be the difference of the estimates made by Capt Oldham and that made by him self—Capt Oldham then observed that there could be no utility in that as he, the Proctor had already examined the bills and had made his objections—that he would not be willing to take the prices according to the Proctors estimate and he supposed that no utility could be found in the course suggested by the Proctor as to leaving the accounts with him, But Mr Oldham observed that he was willing to let Mr Dawson Copy the accounts at the expence of the University—The1 Proctor did not say whether he wished Mr Dawson to take a Copy of the bills or not—It was then observed by myself that Capt Oldhams object was to ascertain whether the proctor was willing to have an arbitration of the accounts in persuance of an agreement which exhisted between himself and the proctor previous to or on the 25th Jany last as appears by letter—Mr Brockenbrough remarked that it was understood between himself and Mr Jefferson that there should be no arbitration, the question was several times repeated as to the arbitration, and he as often confirmed what he first said about the arbitration—Immediately previous to our leaving the office I was requested by Capt Oldham to be more explicit in my enquiry with regard to the arbitration and request Capt Brockenbrough to be more explicit in his answer to my interrogatory—I think Capt Brockenbrough said he was directed not to agree to an arbitration of these differences with Capt Oldham (not saying who had directed him) but at the same time remarked that Mr Jefferson had told him to do as he pleased about it—Capt Oldham in the mean time having observed that he had not understood from Mr Jefferson that he was opposed to an arbitration as to a portion of his Bills but that he was willing to a refference of part of his account—

The substance of a Conversation in my presence between Capt Oldham myself and the Proctor as at present recollected by me

July 14th 1823.