June 1, 1952

Privileged & Confidential

Donald R. Paulson
President and General Manager
Denver and Southwestern Railroad
Ouray, Colorado

Dear Mr. Paulson:

Although I appreciate your gift of a year + pass for unlimited travel on the railroad, as you are well aware, I am unable to accept it. As required by Model Rule of Professional Responsibility (MRPR) 1.13(d), it is my duty (once again) to "explain the identity of the client when it is apparent that the organization's interests are adverse to those of the constituents with whom the lawyer is dealing." As I have made clear to you on many occasions, I represent an entity, The Denver and Southwestern Railroad. I do not represent any of the individual officers or directors. In addition, MRPR 1.13(b) provides in part that "[i]f a lawyer for an organization knows that an officer . . . associated with the organization is engaged in action . . . that is a violation of a legal obligation of the organization, or a violation of law which might reasonably be imputed to the organization, and is likely to result in substantial injury to the organization, the lawyer
shall proceed as is reasonably necessary in the best interests of the organization."
I feel that by continuing to give away free passes, forcing shopkeepers, local saloon owners and the like to name their establishments after your friends, and abandoning all your responsibilities to the company for six months out of every year, you have put me in a position where I am ethically bound to report your actions to the Board. You are well aware that President Eisenhower's insistence on greatly expanding the national motor vehicle infrastructure is pushing the company to the brink of bankruptcy, and yet you continue to flaunt your responsibilities as president and
general manager. Why just last week we heard that you and a group of friends took a company engine to a privately held mining operation above Gunnison and forced the owner to let you ride the aerial tram back down into town if he ever wanted to transport ore by rail in the State of Colorado again!
Although I could spend pages describing your misuse of company funds, I will stop here. Suffice it to say, I can no longer stand by and watch you ruin the company that your father spent his life building. I am copying the members of the Board on this communication and trust that they will take appropriate action.

Sincerely,

Matthew G. Paulson, Esq.
Counsel for The Denver and Southwestern Railroad