Well, now, what is an "equitable estoppel"? I never heard before of an "equitable" estoppel that differs from a legal estoppel. What an estoppel is that is available in equity that cannot be available at law in a controversy that raises the question, I should be glad to know. "Equitable estoppel" means probably an estoppel that is not made out. That is the idea generally. Estoppel! estoppel as to what? What has this corporation done? What has it declared? What has it said? If there is no contract for any such lien, if it is to be derived by parol, and not even by a direct declaration, but by a collateral declaration, then arises an estate by equitable estoppel, a term that is enough to bring Lord Coke out of his grave to make a fresh onslaught on the Courts of Chancery.

"Why, we have assented," they say. Let us see what this rests upon, as seriously as we can. Here is a corporation. What is it that they have assented to; and how did they manifest their assent; and what creditor is brought forward who pretends that he loaned his money on the faith of it?

"They have assented to these people borrowing money." Well, what right had they to object?

Suppose the Canada had appeared before the Court of Chancery and said, "You propose to borrow money. I object." "Well," says the Chancellor, "what have you got to do with it?" "Why, we have a rent charge on this property for the payment of our rent." "Well, is your rent unpaid?" "Oh no, that is all paid up.” "Do you claim anything besides your rent?" "Certainly not." "Then, what is your objection to their borrowing money if they want to and can find anybody to lend it?" "Well, I think the course of business they

are pursuing will render them ultimately less able to pay my debt." "But when they cease to pay your rent your contract gives you a remedy, doesn't it?” "Oh yes." "Well, then, you can hardly expect to invoke the interposition of a Court of Equity to prevent your debtor from borrowing money because you are afraid that in the course of business, some time or other, he will become unable to pay off your debt when you have complete security if he does not pay it." How far would that sort of proceedings have got before my friend when he was manufacturing law instead of misstating it? What nonsense it is! They had nothing to do with giving an assent or a dissent. But being parties to the case, and therefore being notified at the time, and supposing, as everybody did, that this was a judicial proceeding (it is to be borne in mind that they were playing Court all the while), supposing this was a judicial proceeding, every time the managers wanted to borrow money the Canada either kept away, or said nothing, or said "We consent." Well, now, that they assented to their borrowing money is plain enough. That is on record. Did they assent to any proposition that the money should be borrowed upon the security of their property, which it could not be charged with if they did not give their consent? That is the question. Now I commend my friend to a careful perusal of everything the Canada ever voted, or said, or did, in any way, from the time of the compromise decree down to 1872, which warrants for a single moment the presumption, or raises the scintilla of that reasonable doubt on which assassins are acquitted, on the question whether that corporation in any way known to the law, or in any way not known to the law,

ever assented to the proposition that money so borrowed should be a mortgage upon their separate estate which should make it chargeable for the payment.

Now, if there was any such thing as creating a mortgage by estoppel-a parol mortgage by estoppel arising out of an assent proved by circumstancesat least you must show that the owner of the property made declarations understandingly to that effect, knowing what use was to be made of them, and that money was to be loaned on the strength of it. And then you must bring forward the creditor who on the faith of that statement put out his money. Then you have got well on the way towards establishing as much of an estoppel as is applicable to that subject. You will not find any such showing here. When you take up the case to see who represented on the part of the Canada, what did he represent, and what was his authority, and what part of this six millions was put out on the faith of his representations, you do not find a word on the subject. It comes back, then, simply to the silence of this corporation. Here was this corporation, knowing that these persons, in possession, were borrowing money on such credit as they had, and on the credit of the estate that they held; and the corporation never objected because they had no intimation that anybody was going to claim that they were the debtors. They took no action in the matter and did not interfere with it one way or the other. Why should they? Down to 1872 they got their rent; and who can be more destitute of any right or power of interference than the lessor of property under a perpetual lease with no defeasance except upon default in payment of rent, and the rent paid up to date?

Now, I have only to say about all this, that it is nothing but fog. You are asked to take the property of this corporation and to charge it with a mortgage for this immense debt, that would utterly swallow it up, on a sort of an estoppel that you are to derive from their silence in respect to a claim that they never had the slightest reason to suppose any mortal entertained, and which never was entertained until this business came to grief in 1872. All this time the trustees were exhausting the language of hyperbole in publishing to the world that they were going on swimmingly; that they were making a great deal of money; that their net earnings were always ahead of their liabilities; and that the most illimitable and magnificent future was not only before them but near at hand. It was like the Jack-o'-lantern that a man follows across a He is always just going to come up with it, but he never does. And the most brilliant account of it that is to be found in all this literature was the last one, just before they failed. They disappeared from view in a perfect coruscation of fireworks. They announced that they were going on gloriously; they were paying the Canada rent; they were paying the first mortgage; they were going to pay the second mortgage; and, finally, they were going to dig up from their graves the stockholders of the old Vermont Central and were going to pay even them; and with that announcement their paper went to protest and they have never paid a dollar to any human being since.

morass.

Why, no man can talk about this case seriously. It doesn't contain the material. If this corporation have pledged their property to secure the debts of these gentlemen, you can find the place and the time and

the means by which they did it. And they did it, if absolute silence under these circumstances creates a charge upon their land. If that is not enough, what else is there?

I need not pursue this "rake's progress" from bad to worse, this down-hill progress from bankruptcy to bankruptcy, until they reach the final slough of despond, from which they never will arise. I need not pursue the subject, because it seems to me that these simple and obvious suggestions must completely put an end to the idea of placing a lien or a title of any sort upon the property of the Canada for the security of this debt, which is not their debt.

Now, somebody may ask, for whom were these men agents? They were agents of this property for its owners, subject to the liens that existed before they took it; a trustee who takes an estate, takes it subject to the previous valid encumbrances, and if you trust that trustee on the credit of the estate, then it is the estate after the encumbrances are paid that you must look to; and if it is not sufficient to pay you that does not authorize a Court of Equity to rob somebody else of his security and pay you in full. What does an administrator take when he takes an estate of a man who leaves land that is subject to a mortgage? Suppose he undertakes to go into business and carry it on? He declines to make himself personally liable, and he is trusted on the credit of the estate. Then comes in a "Whom did you

creditor and says, "I want my pay." trust?" "I trusted the administrator, as such. He wouldn't be personally liable." "Very well, then, all the assets in the administrator's hands, which he has received, shall be applied to your pay." "Well,