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COMMON-LAW DECISIONS.

Cornelius G. Kolff v. St. Paul Fuel Exchange et al.

48 Minn., 215. Statement.

January 25, 1892.

The defendants are a corporation and its directors. It was formed, as stated in its articles of incoporation, for the business of "buying, selling and dealing in all kinds of coal and wood and to otherwise use and dispose of the same and to lease and purchase such land and buildings as may be necessary for such business, and to buy, sell, and deal in all kinds of fuel, and to do any and all things that may legally be done to promote the interest of this corporation and its stockholders." A by-law was made by the company that if any stockholder should sell fuel below the prices fixed by the exchange he should pay a fine of $200, or be denied all privileges of the exchange. Plaintiff has sold fuel for less than the price fixed by the corporation, and it is about to enforce the aforementioned by-law against him; he prays for an injunction.

Opinion.

There is nothing in the charter of defendant corporation which gives it a right to in any way manage the business of its stockholders. The by-law is, therefore, ultra vires and void.

An injunction is granted.

Bohn Manufacturing Co. v. W. G. Hollis et al.

54 Minn., 223. Statement.

July 20, 1893.

A large number of retail lumber dealers formed an association whereby they agreed that they would not deal with any manufacturer or wholesale dealer who should sell lumber directly to consumers, at any point where a member of the association was carrying on a retail yard. They further provided in their by-laws that, whenever any wholesale dealer or manufacturer made any such sale, their secretary should notify all the members of the fact. Plaintiff having made such a sale, the secretary threatened to send notice of the fact to all the members of the association. Plaintiff seeks to have him enjoined.

Opinion.

We are in an age of associations formed for mutual protection, and many of these are for the public interest. They must not be declared by the courts to be illegal unless there is a principle of law which they have violated. "What one man may lawfully do singly, two or more may lawfully agree to do jointly. The number who unite to do the act cannot change its character from lawful to unlawful."

Injunction refused.

MISSISSIPPI.

CONSTITUTIONAL PROVISION.

198. The legislature shall enact laws to prevent all trusts, combinations, contracts, and agreements inimical to the public welfare.

[Adopted, November 1, 1890.]

STATUTE.

ANNOTATED CODE, CHAP. 140.

TRUSTS AND COMBINES.

4437. Definition of term; criminal conspiracy.-A trust and combine is a combination, contract, understanding, or agreement, express or implied, between two or more persons, corporations, or firms or associations of persons, or between one or more of either with one or more of the others

(a) In restraint of trade;

(b) To limit, increase, or reduce the price of a commodity; (c) To limit, increase, or reduce the production or output of a commodity;

(d) Intended to hinder competition in the production, importation, manufacture, transportation, sale, or purchase of a commodity;

(e) To engross or forestall a commodity;

(f) To issue, own, or hold the certificates of stock of any trust or combine;

(g) To place the control, to any extent, of business or of the products or earnings thereof, in the power of trustees, by whatever name called;

(h) By which any other person than themselves, their proper officers, agents, and employes shall, or shall have the power to dictate or control the management of business; or

(i) To unite or pool interests in the importation, manufacture, production, transportation, or price of a commodity; And is inimical to the public welfare, unlawful, and a criminal conspiracy. But this shall not apply to the associa

tions of those engaged in husbandry in their dealings with commodities in the hands of the producer, nor to the socie ties of artisans, employes, and laborers formed for the benefit and protection of their members.

4438. Contracts void.-Every contract or agreement to enter into or pursue any trust and combine, and every contract or agreement made by another with any trust and combine, or with any member of a trust and combine, for any purpose relative to the business of such trust and combine, is void, and cannot be enforced in any court.

4439. Corporations forfeit their charters.-Every corporation which shall enter into, be concerned in, or share the profit or loss of any trust and combine, shall forfeit its charter and franchise, and, if a foreign corporation, shall forfeit its right to do business in this state.

4440. Actions against for damages. Any person injured or damaged by a trust and combine, or by its effect, direct or indirect, may recover double the amount paid by him for any commodity or service whose price or cost was affected by the trust and combine, besides all consequential damages; and he may maintain his action therefor against one or more of the parties to the trust and combine, their attorneys, officers, agents, and employes, and that whether or not all the parties to the trust and combine be known, or whether or not the trust and combine were made or shall exist in this state.

4441. To defraud in public contracts.-If any person, corporation, firm, or association of persons shall combine with any other person, corporation, firm, or association of persons, or if either of them combine with one or more of the other to prevent, by pooling, any or either of said persons, corporations, firms, or associations of persons from separately or individually bidding for the performance of a public work for the state, or any county, municipality, or levee board thereof; or if any person, corporation, firm, or association of persons shall prevent, by persuasion or reward, any other person, corporation, firm, or association of persons, or any one or more of them, from bidding for the performance of such public work, they, and each of them, shall be guilty of a misdemeanor, and shall be fined not less than twenty-five dollars nor more than one thousand dollars.

4442. Moneys not collectible.—All sums of money to be paid on any contract on behalf of the state, or any county,

municipality, or levee board thereof, when the provisions of the last section have been violated, shall not be collectible, nor shall the same be paid by any officer or board having the payment thereof.

[Passed, February 22, 1890.]

CASE CONSTRUING STATUTE.

American Fire Insurance Co. et al. v. State.

22 So. Rep., 99.

May 24, 1897.

The only point decided in this case was that the indictment under which plaintiffs had been convicted was defective; but the court held by way of dicta that an agreement between several fire insurance companies to delegate to an association the power to prescribe premium rates, and to abide by such rates, is a trust and combine within section 4437, Mississippi Code 1892, where it says:

"A trust and combine is a combination * * * (g) to place the control, to any extent, of business or of the products or earnings thereof, in the power of trustees, by whatever name called."

COMMON-LAW DECISION.

Greenville Compress and Warehouse Co. v. Compress and Warehouse Co.

70 Miss., 669. Statement.

March, 1893.

Plaintiff and defendant were corporations engaged in the same business. Their directors entered into a contract to consolidate the two corporations into one new corporation. The question arose whether the contract was binding.

Opinion.

Held that inasmuch as there was nothing in the charters of the corporations giving them this power, the contract was ultra vires and void.

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