LASH, ZEBULON AITON, lawyer, civil servant, and businessman; b. September 1846 in St John’s, son of William Lash and Margaret Fannon; m. in or before 1871 Elizabeth Ann Miller, and they had three sons and a daughter; d. 24 Jan. 1920 in Toronto.
A native of Durham, England, William Lash located in Newfoundland in the 1830s and became associated with the Bank of British North America at St John’s. In 1854 he settled in Dundas, Upper Canada, as manager of the bank’s branch there.
Zebulon A. Lash was educated in Newfoundland, at the grammar school in Dundas, and possibly at William Tassie*’s school in Galt (Cambridge). He studied law in Dundas with William Nicholas Miller and completed his studies in Toronto, while living with relatives. Called to the Ontario bar in Easter term 1868, he set up practice in the Toronto Exchange; about 1870 he entered the offices of William Henry Beatty, who specialized in commercial law. In December 1872 Lash was appointed lecturer and examiner on commercial and criminal law at Osgoode Hall law school, a position he held in addition to his practice.
Four years later, on the recommendation of Edward Blake, the federal Liberal minister of justice, Lash, a Liberal, was invited to join the Department of Justice in Ottawa. Named chief clerk on 16 May 1876, he succeeded Hewitt Bernard* as deputy minister on 1 September, a position he would hold until 22 May 1882. He was created a qc in 1879 and was first elected a bencher of the Law Society of Upper Canada on 17 May 1886.
Lash had joined Justice at a time when the division of powers between the federal and provincial governments was still being defined. Although a Liberal, he favoured a strong central government and soon became an effective defender of the federal power. Like Sir John A. Macdonald* and the Conservatives, who came to power in 1878, he believed that the British North America Act was superior to the American constitution because it provided for a stronger federal authority, particularly in matters pertaining to trade and commerce, criminal law, marriage and divorce, and banking. The authority to review and recommend the disallowance of provincial legislation, a duty carried out by Lash and his colleagues, was in his view an essential safeguard. This process figured prominently in Lash’s work to resolve the knotty problem of judicial appointments in British Columbia in the late 1870s [see Sir Henry Pering Pellew Crease*]. Closer to home, the efforts by Ontario premier Oliver Mowat* to build up a judicial foundation for provincial rights also demanded Lash’s attention. In 1880 Lash was senior counsel for the dominion in the Mercer escheat case [see Andrew Mercer*]; Ontario’s position was represented by Edward Blake, his one-time minister. In the province’s appeal of this case to the Judicial Committee of the Privy Council, in 1883, Lash, then in private practice, was again called upon to represent the dominion, though Macdonald did not consider him to be “heavy metal.”
As deputy minister Lash recognized, realistically, that in many areas federal and provincial authorities had to work together. It was impractical, for example, to insist that all violations of federal laws be tried in federal courts and that provincial infractions be tried in provincial courts. In sparsely populated areas even a single court system was difficult to set up. Lash was instrumental in enlarging the jurisdiction of provincial courts, especially in cases involving bankruptcy and insolvency, where both dominion and provincial laws were almost always involved. Similarly, he worked on a scheme whereby provincial voters’ lists could be used for federal elections. In return, the federal government and courts sometimes dealt with major criminal, commercial, and banking cases that involved matters under provincial jurisdiction.
Another matter that occupied Lash during his years at Justice was the development of Canada’s prairie lands. His enthusiasm in this area seemed irrepressible, but he knew that an appropriate system of land ownership had to be established if the problems rampant on the American frontier were to be avoided. This aim, he believed, required a strong federal presence. Within the legal framework established by the Dominion Lands Act of 1872, he helped draft and implement a steady flow of amendments and detailed regulations concerning land use, including native land claims, grants, homesteading provisions, systems of survey and registration, timber and grazing leases, and resource development. As a Liberal Lash placed great emphasis on the private ownership of land, but some of the laws and regulations he drew up also led to the dispossession or dispersal of natives and Métis who had strong moral but not clearly defined legal entitlements to specific plots of land.
In 1882 Lash left the Department of Justice to join Edward Blake’s law firm in Toronto. The partnership would operate under several names, the best known being Blake, Lash, Anglin, and Cassels. It was in this firm that Lash developed his reputation as the foremost Canadian corporation lawyer of his day. Possessed of a thorough knowledge of federal and provincial laws pertaining to commerce and banking, and astutely aware of jurisdictional disputes over such matters as corporate regulation, he provided unrivalled expertise. In several cases involving business disputes he joined Blake as counsel in appeals to the JCPC; in other cases they provided expert advice. For example, when James Henry Plummer*, president of the Dominion Iron and Steel Company Limited, became embroiled in an intensely bitter fight with the Dominion Coal Company Limited, their counsel contributed to a victory for Plummer’s company when the case was heard before the JCPC in 1908–9.
For Lash such work was closely related to his personal involvement in business, as senior counsel, a director, and sometimes an executive officer of a number of Canada’s largest and most aggressive business ventures. He was the solicitor for capitalist kingpin George Albertus Cox, and served as a director of Bell Telephone, British America Assurance, Canada Life Assurance, National Trust, and Western Canada Flour Mills, among others. One of his closest associations was with William Mackenzie* and Donald Mann*, whose rapidly expanding railway interests, under Lash’s legal guidance from the 1890s, culminated in the formation of the Canadian Northern Railway Company in 1899. Lash became their chief solicitor in 1902 and later a vice-president of the railway. The intricacy of Lash’s business involvement is also illustrated by his solicitorship for and personal investment in the Irondale, Bancroft and Ottawa Railway, his purchase of J. H. Plummer’s shares, his takeover of the line, and its exchange in 1909 for Canadian Northern shares.
Lash undertook as well the legal work for the reorganization of the Great North Western Telegraph Company of Canada, whereby it would use the facilities of the Canadian Northern and other railways to compete with the Canadian Pacific Railway’s telegraph system. In 1913 he became president of the telegraph company, which was absorbed by Canadian Northern on 1 Jan. 1915. In this capacity he was drawn into a controversial legal battle that year over the security of information conveyed by the company. When a royal commission investigating charges of corruption in the construction of Manitoba’s new legislative building demanded that the company provide information about telegrams exchanged by customers, the company refused on grounds of confidentiality. Lash led the legal battle, which resulted in judicial support for the company’s right to destroy records of telegraphs.
In addition to his positions with the Canadian Northern, Lash was a director (1907), chief solicitor, and vice-president (1910) of its major financial backer, the Canadian Bank of Commerce. The Blake-Lash firm had long been its general solicitor. Lash was a staunch supporter of the federally controlled branch banking system in Canada, which he regarded as more stable than the state-controlled unit banking systems in the United States. At the same time he was aware of the critical role capital played in the economic development of the country. Severe restrictions on acceptable collateral made it difficult for bankers to meet the needs of businessmen and pioneer prairie farmers. One of Lash’s most important contributions was to formulate legal instruments and policies that made it possible for banks to serve those needs more efficiently. His representations in 1890 on behalf of the bankers’ section of the Toronto Board of Trade resulted in changes, drafted under Lash’s supervision, to the pledge sections of the Bank Act which facilitated the financing of manufacturers. Commenting later on these changes, Canadian Bank of Commerce president Sir Byron Edmund Walker* stated that Canadian banks were thus enabled to afford “assistance such as banks of no other country could render.”
Lash’s skills were recognized in 1894 by his colleagues in the newly formed Canadian Bankers’ Association when they named him its chief solicitor and its lobbyist in Ottawa. Subsequently he, Walker, and other bankers devised innovative measures regarding the types of security farmers and small businessmen could pledge without jeopardizing the interests of depositors. Special arrangements for financing the seasonal needs of grain growers, legal instruments that allowed farmers to pledge grain held in storage, and flexible loans for livestock producers made it possible for the chartered banks to supplement the often inadequate credit facilities provided by private bankers, local suppliers, and the service and professional people who became bankers of last resort in many new western communities.
Lash’s abilities were equally recognized by the many other boards on which he served. Well positioned within numerous subsidiaries and affiliates of both the Canadian Bank of Commerce and the Canadian Northern, he was actively involved, from 1899, in several of the interlocking Mexican and Latin American hydroelectric and traction companies promoted by a quintet of railway builders: Mackenzie, Mann, Sir William Cornelius Van Horne, James Ross, and Herbert Samuel Holt*. Lash was, for example, a vice-president and the legal mastermind of the Mexico Tramways Company and the Brazilian Traction, Light and Power Company [see Frederick Stark Pearson].
According to business historian Michael Bliss, Lash “took corporation work to new levels of specialization and excellence in the early twentieth century, a time of greatly increased business reliance on the corporate form.” When dealing with corporate and financial affairs, he demonstrated an exceptionally innovative and retentive turn of mind, combined with remarkable skill in drafting legislation, charters, contracts, and trust deeds, all of which spelled out clearly and precisely the rights and interests of client companies. A fellow officer of the Canadian Northern, David Blythe Hanna*, said of his legal work: “So exquisite was his appreciation of word values that, though others might embody an intention in a series of paragraphs apparently beyond criticism, his mastery of precision and shade was such that he could clothe it in language which had the exactitude of a multiplication table and the clarity of a mirror.”
Lash’s most ingenious work for the Canadian Northern involved the drafting of agreements under which municipal, provincial, and federal governments guaranteed the bonds of the railway company. Conventional mortgages had to be drawn up to protect the bondholders and then extensively modified to define and safeguard government interests. These interests often involved matters such as freight-rate concessions and therefore had to meet the requirements of the Board of Railway Commissioners and other regulatory agencies. Lash was also remarkably inventive in devising ways and means, including new and flexible financial instruments, to facilitate the takeover of companies through exchanges of stocks and bonds, with few or no cash payments. The Canadian Northern’s perpetual consolidated debenture stocks, for instance, were created in 1903 to purchase the capital stock and entire bond issues of five smaller companies owned by Mackenzie, Mann and Company Limited.
In 1911 Lash emerged from the confines of law and business when, as a prominent Liberal and ardent nationalist, he broke with his party over the issue of reciprocity with the United States. He was one of the leaders who drafted the manifesto, signed on 20 February by 18 prominent Toronto Liberal businessmen, that denounced the reciprocity agreement accepted by the government of Sir Wilfrid Laurier. As well Lash became the founding president of the Canadian National League, established to defeat reciprocity. Essentially the opponents argued that Canada had achieved “unexampled prosperity” under the National Policy, that this good fortune should not be jeopardized by a dubious agreement with the Americans, and that it was vital to maintain imperial trade. Anti-American and pro-British/Canadian sentiments pervaded the manifesto.
After the federal election of September 1911, in which Laurier was defeated, Lash served as an intermediary between dissident Toronto Liberals and the Conservative government led by Robert Laird Borden*. He worked particularly hard to ensure the appointment as finance minister of his friend William Thomas White*, another “Borden Liberal” and former general manager of National Trust, of which Lash had become vice-president. Borden and White in turn recognized Lash’s talents when they named him in 1913 as the federal member of the commission to adjust long-standing financial differences between British Columbia and the dominion.
During World War I Lash spoke frequently and forcefully about Canadian fiscal independence, the constitution, national defence and naval policies, the superior features of Canada’s banking system, and the dominion’s place of honour in the British empire (he had been made a fellow of the Royal Colonial Institute in 1913). Corporate affairs, however, continued to demand his attention. The Canadian Northern Railway had encountered financial problems and, beginning in 1913, it was gradually taken over by the government. Following the government’s reorganization of the company in 1918, Lash rejoined it as senior counsel – few knew the bewildering legalities of this complex corporation better than he – and he was Borden’s legal adviser on the organization of the Canadian National Railways. His role was largely restricted to explaining and defending the interests of the Canadian Northern, Mackenzie and Mann, and the Canadian Bank of Commerce.
In Toronto Lash served as a member and vice-chairman of the board of governors of the University of Toronto and as a trustee of the Toronto General Hospital. He was a generous donor and, more important, an effective fund-raiser for both institutions as well as for the Young Men’s Christian Association. In recognition he was awarded an honorary lld by the university in 1909. An avid fisherman and a director of the Fish and Game Protective Association, Lash owned a summer home in Muskoka. He was also an exceptionally talented elocutionist. He particularly admired and readily recited the poetry of William Henry Drummond*, and on many occasions delighted friends with flawless recitations from a wide range of literary works. A Presbyterian, he attended St Andrew’s Church.
Z. A. Lash suffered a severe stroke in early January 1920; he died at his home on Admiral Road and was buried in Forest Lawn Mausoleum in York Mills (Toronto). A master of discretion who deplored public revelation of clients’ affairs, Lash, in his will, entrusted his appreciable estate to a board of management in an attempt to block publicity. Two of his sons, John Francis and William Miller, became lawyers and partners in Blake, Lash, Anglin, and Cassels.
A number of Zebulon Aiton Lash’s addresses and essays were published, including The Behring Sea question ([1893?]); The banking system of Canada (Toronto, ); The University of Toronto, past and present; an address before the University Club, Toronto, November, 1913 ([1913?]); An address on the navy question; delivered before the Canadian Club, Toronto, January 5, 1914 . . . (1914); Defence and foreign affairs; a suggestion for the empire (Toronto, 1917); “The working of federal institutions in Canada,” in The federation of Canada, 1867–1917: four lectures delivered in the University of Toronto in March, 1917, to commemorate the fiftieth anniversary of the federation (Toronto, 1917); and Canadian independence; address to the Ontario Bar Association, Toronto, Feb. 22nd, 1918 ([1918?]). Those without full imprints were likely all published in Toronto.
AO, F 23, MU 475, Sir John A. Macdonald to Sir Alexander Campbell, [11 June 1883]; RG 22-305, no.41671. NA, RG 31, C1, 1871, Toronto, St John’s Ward, div.1: 35 (mfm. at AO). UTA, A73-0026/220(03). Globe, 26 Jan. 1920. Toronto Daily Star, 26 Jan. 1920. Christopher Armstrong and H. V. Nelles, Southern exposure: Canadian promoters in Latin America and the Caribbean, 1896–1930 (Toronto, 1988). Michael Bliss, A Canadian millionaire: the life and business times of Sir Joseph Flavelle, bart., 1858–1939 (Toronto, 1978); Northern enterprise: five centuries of Canadian business (Toronto, 1987). R. L. Borden, Robert Laird Borden: his memoirs, ed. Henry Borden (2v., Toronto, 1938). Commemorative biographical record of the county of York . . . (Toronto, 1907). Directory, Toronto, 1867/68–1900. W. T. Easterbrook, Farm credit in Canada (Toronto, 1938). Essays in the history of Canadian law . . . , ed. D. H. Flaherty et al. (7v. to date, Toronto, 1981– ), 2. G. P. de T. Glazebrook, Sir Edmund Walker (London, 1933). D. B. Hanna, Trains of recollection drawn from fifty years of railway service in Scotland and Canada, ed. Arthur Hawkes (Toronto, 1924). G. V. LaForest, Disallowance and reservation of provincial legislation ([Ottawa], 1955; repr. 1965). K. N. Lambrecht, The administration of dominion lands, 1870–1930 (Regina, 1991). Chester Martin, “Dominion lands” policy, ed. and intro. L. H. Thomas (2nd ed., Toronto, 1973). J. E. Middleton, The municipality of Toronto: a history (3v., Toronto and New York, 1923), 3: 100. T. D. Regehr, “Bankers and farmers in western Canada, 1900–1939,” in The developing west: essays on Canadian history in honor of Lewis H. Thomas, ed. J. E. Foster (Edmonton, 1983), 303–36; The Canadian Northern Railway, pioneer road of the northern prairies, 1895–1918 (Toronto, 1976). Victor Ross and A. St L. Trigge, A history of the Canadian Bank of Commerce, with an account of the other banks which now form part of its organization (3v., Toronto, 1920–34). G. R. Stevens, Canadian National Railways (2v., Toronto and Vancouver, 1960–62).