34. Guilt of Corporation Not Imputed to Stockholder.-A violation of a law by a corporation does not render its non-participating stockholders criminally liable therefor. Union Pucific Coal Co. v. U. S., 173 F., 739. 3-734 35. Directors-Wrongful Acts of Majority-Corporation in Pari Delicto. Where defendants obtained control of plaintiff corporation for the purpose of ruining it and to prevent plaintiff from ever becoming a competitor, and carried out such unlawful purpose by vote of a majority of plaintiff's stock that plantiff should cease business against the protest of the minority stockholders, the corporation and defendants were not in pari delicto. Penna. Sugar Ref. Co. v. American Sugar Ref. Co., 166 F., 261. 3-562
36. Same.-A corporation can not conspire that its own directors shall be unfaithful to it. Ib. 3-562 37. Powers of Corporations-Implied Power to Lease.-Where a strictly private corporation finds it can not profitably continue operations, and such financial exigencies exist as render such action necessary or appropriate, it may lawfully make a lease of its entire property for a term of years, although no express authority to lease is contained in the articles of incorporation. Anderson v. Shawnee Compress Co., 87 Pac. Rep., 316. 3-127
1. The discretion of the trial court under section 7 of the AntiTrust Act of July 2, 1890 (26 Stat., 209), to allow a reasonable attorney's fee to the successful plaintiff in an action brought under that section to recover damages for a violation of the provisions of that act against combinations in restraint of trade is not abused by an allowance of $750, although the verdict was but for $500, where the trial took five days, and from the proof offered it appeared that from $750 to $1,000 would be a reasonable sum. Montague v. Lowry, 193 U. S., 38. 2-329
2. Costs-When Awarded Against All Defendants.-Where some of a large number of defendants to a bill in equity demurred to the bill and from a decree dismissing it the complainant appealed and other of the defendants entered their appearance in this court and were heard in support of the decree, this court, in reversing the decree, awarded costs against all of the defendants appearing in this court. Leonard v. Abner-Drury Brewing Co., 25 App. (D. C.) Cases, 161. 3-18
I. FEDERAL COURTS IN General-JuRISDICTION AND POWER.
1. Jurisdiction Over Non-Resident Defendants in Private Suits.—
The authority given by section 5 of the act of July 2, 1890.
to bring in nonresidents of the district can not be availed
of in private suits, and the court can not acquire jurisdiction
over them. Greer, Mills & Co. v. Stoller, 77 F., 1. 1-620
2. Jurisdiction in Private Suits Against a State for Violation of
Anti-Trust Law-Necessary Parties.-Where a person brings
an action under section 7 of the Anti-Trust Law against the
officials of a State to recover damages for acts done under
authority of a State statute which gives the State an entire
monopoly of the traffic in intoxicating liquors (act S. C.,
Jan. 2, 1895), the State itself is a necessary party thereto,
and consequently the Federal courts would have no juris-
diction of the action. Lowenstein v. Evans, 69 F., 908.
1-598
3. Court of Equity Can Not Entertain Bill of Private Party to
Enforce Anti-Trust Law.-The Anti-Trust Law does not
authorize a court of equity to entertain a bill by a private
party to enforce its provisions, his remedy being by an ac-
tion at law for damages. Southern Ind. Exp. Co. v. U. S.
Exp. Co., SS F., 659.
1-862
4. The United States can not maintain a bill in equity to restrain
an association of railroads from carrying into effect an agree-
ment alleged to be illegal under the Interstate Commerce
Law when it appears that it did not grant the charter of
and has no proprietary interest in any of the roads. Its
right is to prosecute for breaches of the law, not to provide
remedies. U. S. v. Joint Traffic Assn., 76 F., 895. 1-615
Case reversed, 171 U. S., 505 (1—869).
5. Jurisdiction After Admission of Territory as State.-In 1895 the
plaintiff in error was indicted, with others, in a district
court of the Territory of Utah under section 3 of the act of
July 2, 1890, which declares illegal "every
* com-
bination * ** * in restraint of trade or commerce in any
Territory." In January, 1896, Utah was admitted as a
State, and thereafter the case was transferred to the Fed-
eral court for the district of Utah, where, after hearing on
demurrer to the indictment, the plaintiff in error was tried
and convicted. Held, on writ of error, that neither under
the act of Congress authorizing Utah to form a State gov-
ernment (28 Stat., 111, 112) nor the constitution of Utah
(art. 24, sec. 7), nor by other legislation, was jurisdiction
conferred upon the Federal court to proceed with the case.
Moore v. U. S., 85 F., 465.
1-815
6. Same.-Held, further, that the case did not come within the
provisions of Revised Statutes, section 13, regulating the
effect of the repeal of statutes, for the admission of Utah
as a State did not operate to repeal the act of July 2, 1890,
which still applies to the Territories of the United States. Ib.
7. Court of Equity-Adjustment of Difficulties Between Receiver of
Railroad and Employees.-Where the property of a railway
or other corporation is being administered by a receiver
under the superintending power of a court of equity, it is competent for the court to adjust difficulties between the receiver and his employees, which, in the absence of such adjustment, would tend to injure the property and to defeat the purpose of the receivership. Waterhouse v. Comer, 55 F., 149. 1-119
8. Same. It follows, then, that it is in the power of the court, in the interest of public order and for the protection of the property under its control, to direct a suitable arrangement with its employees or officers, to provide compensation and conditions of their employment, and to avoid, if possible, an interruption of their labor and duty, which will be disastrous to the trust and injurious to the public.
Ib. 9. A Court of Equity Should Not Aid by Entertaining Infringement Suits Brought by an Illegal Corporation.-A corporation organized for the purpose of securing assignments of all patents relating to "spring-tooth harrows," to grant licenses to the assignors to use the patents upon payment of a royalty, to fix and regulate the price at which such harrows shall be sold, and to take charge of all litigation and prosecute all infringements of such patents as an illegal combination whose purposes are contrary to public policy and which a court of equity should not aid by entertaining infringement suits brought in pursuance thereof. National 1-443
Harrow Co. v. Quick, 67 F., 130.
10. Jurisdiction of a Court of Equity can not be Invoked to Enforce a Contract Arising out of an Unlawful Combination of Railroads-Ticket Brokers.-In a suit by a railroad company to enjoin the defendants, who were ticket brokers, from dealing in special tickets issued by complainant on account of the Pan-American Exposition, which were by their terms nontransferable, it appeared from the showing made on a motion for a preliminary injunction that complainant was a member of a combination known as the "Trunk Line Association," formed by a number of railroads operating in different States for the purpose of preventing competition; that the passenger receipts of all such roads were pooled and divided on an agreed basis; and that the special rates made on account of the exposition were fixed, and the terms of the tickets which were the basis of the suit were prescribed by such association through its passenger committee. Held, That such combination was illegal, as in violation of the Federal Anti-Trust Law, and that complainant could not invoke the aid of a Federal court of equity for the protection of rights claimed under contracts which were the direct result and evidence of such unlawful combination. Delaware, L. & W. R. Co. v. Frank, 110 F.. 2-82
11. A railroad company belonging to an illegal combination in
violation of the Anti-Trust Act, can not invoke the aid of a
Federal court of equity for the protection of its rights
claimed under contracts which were the direct result and
evidence of such unlawful combination.
Ib.
12. Will Enjoin a Combination Between Two Parallel and Compet-
ing Lines of Railroad-Question of Public Policy.-Where
the effect of a combination is to directly prevent competition
between two parallel and naturally competing lines of rail-
road engaged in interstate business, it is in restraint of
interstate commerce and a violation of the Anti-Trust Act,
and the court, in a suit to enjoin it as such, can not con-
sider the question whether the combination may not be of
greater benefit to the public than competition would be;
that being a question of public policy to be determined by
Congress. U. S. v. Northern Securities Co., 120 F., 721.
2-216
13. May Restrain Violations of Anti-Trust Act and Frame Its
Decree to Accomplish Practical Results.-Although cases
should not be brought within a statute containing criminal
provisions that are not clearly embraced by it the court
should not by narrow, technical, or forced construction of
words exclude cases from it that are obivously within its
provisions, and, while the act of July 2, 1890, contains crim-
inal provisions, the Federal court has power under section
4 of the act in a suit in equity to prevent and restrain
violations of the act and may mold its decree so as to
accomplish practical results such as law and justice demand.
Northern Securities Co. v. United States, 193 U. S., 197.
2-339
14. Court of Equity-No Jurisdiction to Restrain Violation at Suit
of Private Party.-An agreement or combination in viola-
tion of the Anti-Trust Law can not be declared null and
void in equity at the suit of retail dealers engaged in pur-
chasing and selling the product of a company sought to be
compelled to join such association, but having no contract
with it for the purchase of such product. Such a result can
only be accomplished at the suit of the United States.
Leonard v. Abner-Drury Brewing Co., 25 App. (D. C.)
Cases, 161.
3-14
15. But Injunction Will Lie at Suit of Party Injured When Dam-
ages Are Irreparable.-But where such retail dealers show
that they have established a profitable business in selling
the product of the company so sought to be coerced which
is unwilling to advance the price of the product, but wishes
to continue to sell to them at the lower price, but, intimated
by the threats of the association, such company is about to
yield to its demands, and will do so unless restained, in
which event there will be an advance in prices, and such
dealers may thereupon be allotted as customers to some
other member of the trust against their will and be unable
to purchase the product they have been dealing in even at
the advanced price and their business will be destroyed-an
injunction will lie at their suit to prevent the doing or con-
tinuing of the wrongful acts, the remedy at law, if any,
even under the statute giving three-fold damages, being in-
adequate and consequential damages, such as loss of trade
and profits and failure of credit and business, not being
ordinarily recoverable at law. Ib.
3-16
16. Court Will Not Lend Its Aid in Enforcing Illegal Contract.-
The court can not lend its aid in any way to a party seek-
ing to realize the fruits of an illegal contract, and, while
this may at times result in relieving a purchaser from pay-
ing for what he has had, public policy demands that the
court deny its aid to carry out illegal contracts without
regard to individual interests or knowledge of the parties.
Continental Wall Paper Co. v. Voight, 212 U. S., 262. 3-513
17. Same-Effect of Refusal.-The refusal of judicial aid to enforce
illegal contracts tends to reduce such transactions. Ib.
3-514
18. Nature of Relief to be Granted.-Where an existing combina-
tion in corporate form has been adjudged unlawful, as in
violation of the Anti-Trust Act, and to have monopolized
and to be monopolizing a large part of the interstate trade
in a particular commodity it is the duty of the court, under
the power conferred by section 4 of the act to "prevent and
restrain" its violation, not only to enjoin further violation
of the act, but to render its decree effective by dissolving
the illegal combination. U. S. v. du Pont, etc., Co., 188
F., 153.
4-377
19. When Ordinary Jurisdiction of Equity Not Impaired.-The fact
that the Anti-Trust Act of Congress makes a conspiracy in
restraint of trade a crime, and provides a penalty therefor,
does not necessarily impair the ordinary jurisdiction of
equity, where the criminal acts work irreparable injury to
property. The statute does not substitute its remedy for
others which existed before its enactment. Ib.
3-17
20. Same. Quare.-Whether if the wrongs complained of by an
individual, growing out of alleged acts in restraint of trade
in the District of Columbia, as distinguished from acts
relating to conspiracies in restraint of interstate commerce,
should be remediless save by a resort to the Anti-Trust
Act of Congress, any party other than the United States
can invoke the jurisdiction of equity to restrain their com-
mission. Ib.
3-17
21. Power to Bring in Non-Resident Defendants.-Where one of the
defendants in a suit, brought by the Government in a
circuit court of the United States under the authority of
8 4 of the Anti-Trust Act is within the district, the court,
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