DEAR MADAM:

I have held your note of the 11th inst., received yesterday, until
to-day, as I wished to thoroughly review every point connected with
the negotiations for the purchase of the stock of the Backus Oil
Company, to satisfy myself as to whether I had unwittingly done
anything whereby you could have any right to feel injured. It is
true that in the interview I had with you I suggested that if you
desired to do so, you could retain an interest in the business of
the Backus Oil Company, by keeping some number of its shares, and
then I understood you to say that if you sold out you wished to go
entirely out of the business. That being my understanding, our
arrangements were made in case you concluded to make the sale that
precluded any other interests being represented, and therefore,
when you did make the inquiry as to your taking some of the stock,
our answer was given in accordance with the facts noted above, but
not at all in the spirit in which you refer to the refusal in your
note. In regard to the reference that you make as to my permitting
the business of the Backus Oil Company to _be taken_ from you, I
say that in this as in all else you have written in your letter of
the 11th inst., you do me most grievous wrong. It was but of little
moment to the interests represented by me whether the business of
the Backus Oil Company was purchased or not. I believe that it was
for your interest to make the sale, and am entirely candid in this
statement, and beg to call your attention to the time, some two
years ago, when you consulted Mr. Flagler and myself as to selling
out your interests to Mr. Rose, at which time you were desirous of
selling at _considerably less price_, and upon time, than you have
now received in cash, and which sale you would have been glad to
have closed if you could have obtained satisfactory security for