John G. Walsh and G. Wells Walsh v. John Dwight et al. 40 N. Y. App. Div., 513. Statute construed. May, 1899. Every contract or combination in the form of trust or otherwise, made after the passage of this act, whereby competition in the state of New York in the supply or price of any article or commodity of common use in the said state for the support of life and health may be restrained or prevented, for the purpose of advancing prices, is hereby declared illegal. (Chap. 716, Laws 1893.) Statement. Defendants are manufacturers of Dwight's Cow Brand Saleratus and Soda. They agreed with jobbers and dealers to give them a discount on prices if they would not sell any saleratus for less than the price fixed on Dwight's Cow Brand. Plaintiffs, rival manufacturers of saleratus, by this scheme lost much trade, as they claim, $50,000 worth; to recover damages this action is brought. Opinion. Ingraham, Judge, speaking for the court says: "This act did not have the effect of preventing a manufacturer from fixing the price at which his article should be sold, or from making an agreement with these persons who acted as the jobbers or retailers of his manufactured articles that they should deal exclusively in his merchandise, or would not sell the merchandise of other persons at a less price than that for which his product was sold. The act was evidently intended to prevent manufacturers or dealers in any article or commodity of common use from combining together to advance the price of such article or commodity by which the supply or price of the same would be restricted or regulated." Plaintiffs can not recover. COMMON-LAW DECISIONS. Diamond Match Co. v. Roeber. 106 N. Y., 473. Statement. 1887. A contract existed between plaintiff and defendant, whereby for a sufficient consideration defendant agreed not to engage in the manufacture or sale of matches, except as employee of plaintiff, for ninety-nine years, except in the state of Nevada and territory of Montana. Defendant has now engaged in the manufacture of matches in New Jersey and sale of them in New York not in behalf of plaintiff; and this suit is brought to have him enjoined from breaking his contract. Opinion. Judge Andrews delivering the opinion of the court said: "The covenant in the present case is partial and not general. It is practically unlimited as to time, but this, under the authorities, is not an objection, if the contract is otherwise good. It is limited as to space since it excepts the state of Nevada and the territory of Montana from its operation, and therefore is a partial and not a general restraint. We are of opinion that the covenant, being supported by a good consideration, and constituting a partial and not a general restraint, and being in view of the circumstances disclosed, reasonable, is valid." Injunction is granted. John L. Leslie v. Jacob Lorillard et al. * * * 110 N. Y., 519. October, 1888. Statement. Plaintiff is a stockholder in the Old Dominion Steamship Company of Delaware. This company was running steamships between the port of New York and certain ports in Virginia. It agreed to pay Lorillard and a company which he controlled a certain sum of money if they would not run any ships to compete with it. Plaintiff brings suit to have this contract set aside and to prevent defendants from recovering money due on the contract. Opinion. It is not always that a contract to prevent competition is against public policy. It is sometimes a benefit to the public to keep competition from becoming too strong. In the present case the contract does not restrain competition to an extent to make it illegal. The contract is held valid. 121 N. Y., 1. Statement. John Good v. William S. Daland et al. April 15, 1890. A large number of corporations were members of the United States Cordage Manufacturers' Association of New York. The members of this association authorized defendant Daland to make a contract with plaintiff, whereby plaintiff agreed to allow the members of the association, and them only, to use all the patents he had or should obtain on machinery for their business, and each of the members of the association was to pay plaintiff a certain per cent of what it received for 'the goods it sold. This suit is brought to recover money due under this agreement from a member of the association. Opinion. The articles being patented, plaintiff could do whatever he pleased in regard to them. He could decline to make them himself, and keep others from making them, if he chose, without any regard to the interests of the public. He has not done more than that, at most, in this case. The contract is held valid. The People of the State of New York v. The North River Sugar Refining Co. 121 N. Y., 582. Statement. June 24, 1890. The stockholders of defendant and many other sugar refining companies handed their stock over to a common board of trustees and received in return trust certificates. Said board managed the business of all the companies, and profits were distributed pro rata to the holders of trust certificates. Plaintiff brings suit to take away defendant's charter. The company claims that the acts of its stockholders can not be imputed to the company, but if they can be, they are legal. Opinion of Circuit Court. Barrett, J.: "According to the act of 1848, the signers of the original certificate of incorporation and their successors 'are a body politic and corporate.' Who are the successors of The these original signers? The shareholders of course. entire body of shareholders thus constitute the corporation. * * * It is really an association of persons, and the word corporation, is but a collective name for the corporators or members. And so the acts of the collective body are the acts of the corporation, and, if unlawful, will work a forfeiture." The acts are unlawful for two reasons: * * * 1. They constitute the corporation a partner and a corporation is not allowed by law to enter into partnership. 2. "Any combination, the tendency of which is to prevent competition in its broad and general sense and to control, and thus at will enhance prices to the detriment of the public, is a legal monopoly," and is against public interest. Benefit to the country at large, form the objects for which the corporations are created, constitute the consideration, and in most cases the sole consideration of the grant" of corporate power. It, therefore, follows logically, that when these objects are perverted, when the country suffers injury instead of receiving benefit, the state because of such misuser, may withdraw the privileges and resume its franchises. Fortunately the law is able to protect itself against abuses of the privileges which it grants, and, while further legislation * * * may be suitable to check and punish exceptional wrongs, yet there is existing 'plain law and plain sense' enough to deal with corporate abuses like the present.' Opinion of General Term of Supreme Court. * * * * * The acts of the stockholders were in this case the acts of the corporation. "The defendant had disabled itself from exercising its functions and employing its franchise as it was intended it should by the act under which it was incorporated, and had, by the action which was taken, placed itself in complete subordination to another and different organization to be used for an unlawful purpose, detrimental and injurious to the public; it had become a party to a combination, in part, at least, designed to create a monopoly, and exact from the public prices which could not otherwise be obtained. This was a subversion of the object for which the company was created, and it authorized the attorney-general to maintain and prosecute this action to vacate and annul its charter. * * * Opinion of Court of Appeals. FINCH, J.: "The abstract idea of a corporation, the legal entity, the impalpable and intangible creation of human thought is itself a fiction, and has been appropriately described as a figure of speech. It serves very well to designate in our minds the collective action and agency of many individuals as permitted by the law; and the substantial inquiry always is what in a given case has been the collective action and agency. As between the corporation and those with whom it deals the matter of its exercise usually is material, but as between it and the state, the substantial inquiry is only what that collective action and agency has done, what it has, in fact, accomplished, what is seen to be its effective work, what has been its conduct. It ought not to be otherwise. The state gave the franchise, the charter, not to the impalpable, intangible and almost nebulous fiction of our thought, but to the corporators, the individuals, the acting and living men to be used by them, to redound to their benefit, to strengthen their hands and add energy to their capital. If it is taken away, it is taken from them as individuals and corporators, and the legal fiction disappears. The benefit is theirs, the punishment is theirs, and both must attend and depend upon their conduct; and when they all act, collectively, as an aggregate body, without the least exception, and so acting reach results and accomplish purposes clearly corporate in their character and affecting the vitality, the independence, the utility, of the corporation itself, we can not hesitate to conclude that there has been corporate conduct which the state may review, and not be defeated by the assumed innocence of a convenient fiction.' In this state corporations must remain single as they were created, or all form into one corporation as provided by statute. There can be no partnership of separate and independent corporations. The foregoing combination indirectly forms such partnership, and is, therefore, illegal. Judgment of dissolution granted. Strait et al. v. National Harrow Co. et al. 18 N. Y. Supp., 224. Statement. January, 1891. Defendant corporation made contracts with nearly all the manufacturers of spring-tooth harrows and owners of patents |