Opinion of the Court.

shall be a sufficient cause for the cancellation of this agreement, and a demand for the return of the consigned goods.

[808] "It is further agreed that the proprietor will cause each retail package of its goods to be identified by a number and said consignee hereby agrees to furnish the said proprietor full reports upon proper cards or blanks furnished by said proprietor of the disposition of each dozen or fraction of such goods by means of the identifying numbers, specifying the names and addresses of the retail agents to whom such goods have been delivered and the dates of such delivery, and to send such reports to said proprietor at least semi-monthly, and at any other time on the request of said proprietor.

"It is understood and agreed between the parties hereto that the commissions herein specified shall not be considered as earned by said consignee upon any goods of said proprietor which shall have been delivered to dealers not authorized agents of said proprietor, as per list of such agents, or upon any goods whose disposition by said consignee shall not have been properly reported as herein provided, or sold at prices less than the prices authorized, and that said consignee shall not credit any such commissions when making remittances on consignment account provided notice has been given by said proprietor that such commissions are unearned; and that if such unearned commissions have been deducted by said consignee in making advance payments or monthly remittances on account they shall be charged back to said consignee and credited and paid to said proprietor. It is understood that violation or non-observance of any provision hereof by the consignee shall make this agreement terminable and all unsold goods returnable at the option of the proprietor.

"It is agreed that the goods of said proprietor shall be sold by said consignee only to the said retail or wholesale agents of said proprietor, as per list furnished, at not less than the following prices, to-wit: "Medicines, of which the retail price is $1.00; $8.00 per dozen. "Medicines (if any), of which the retail price is 50 cents; $4.00 per

dozen.

"Medicines, of which the retail price is 25 cents; $2.00 per dozen. "Provided, that said consignee may allow a cash discount not exceeding one per cent, if paid within ten days from date of invoice, and that when sales at one time and at one invoice, amount to $15.00 or more, the said consignee may allow three per cent trade discount, and if said purchase amounts to $50.00 or more, five per cent trade discount, all without cost to the proprietor, and if such $50.00 quantity shall be shipped direct to the retail purchaser from the laboratory of the said proprietor, on the order from the said wholesale distributing agent, freight will be prepaid by the proprietor, but not otherwise.

"This contract will take effect when the original, duly signed by the consignee, has been received and accepted by the Dr. Miles Medical Company, at Elkhart, Indiana.

"Wholesale dealer. Sign your name on above line. Original return in enclosed envelope."

"This agreement between the Dr. Miles Medical Company of Elkhart, Indiana, and

of
Retailers named on
State, hereinafter referred to as the

"Appointed Agent.

"The said Dr. Miles Medical Company hereby appoints said retail dealer as one of the retail distributing agents of its proprietary medicines and agrees that said retail-agent may purchase the proprietary medicines manufactured by said Dr. Miles Medical Company (each retail package of which the said company will cause to be identified by a number) at the following prices, to-wit:

[809] "Wholesale Prices.

"Medicines, of which the retail price is $1.00; $8.00 per dozen. "Medicines, of which the retail price is 50 cents; $4.00 per dozen. "Medicines, of which the retail price is 25 cents; $2.00 per dozen.

"Quantity Discounts.

"Provided that when purchases at one time and on one invoice amount to $15.00 (or more), wholesale distributing agents are authorized to allow three per cent trade discount; if such purchase amounts to $50.00 (or more) five per cent trade discount will be allowed, and if such $50.00 quantity be shipped direct to the purchaser from the laboratory of said Dr. Miles Medical Company for the account at such wholesale agent, freight will be prepaid, but not otherwise.

"Full price.

"In consideration whereof said retail agent agrees in no case to sell or furnish the said proprietary medicines to any person, firm or corporation whatsoever, at less than the full retail price as printed on the packages, without reduction for quantity; and said retail agent further agrees not to sell the said proprietary medicines at any price to wholesale or retail dealers not accredited agents of the Dr. Miles Medical Company.

Syllabus.
"Violation.

"It is further agreed between the parties hereto that the giving of any article of value, or the making of any concession by means of trading stamps, cash register coupons, or otherwise, for the purpose of reducing the price above agreed upon shall be considered a violation of this agreement, and further it is agreed between the parties hereto that the Dr. Miles Medical Company will sustain damage in the sum of twenty-five dollars ($25.00) for each violation of any provision of this agreement, it being otherwise impossible to fix the measure of damage.

"This contract will take effect when a duplicate thereof, duly signed by the retail agent, has been received and approved by the Dr. Miles Medical Company, at its office at Elkhart, Indiana.

"Retail dealer, sign your name on above line in ink. "To retail dealer:

"Paste printed label, giving name and address, that your name may be correctly listed.

"Duplicate. Keep for reference."

[227] CONTINENTAL WALL PAPER COMPANY v. LOUIS VOIGHT & SONS COMPANY."

CERTIORARI TO THE UNITED STATES CIRCUIT COURT OF APPEALS FOR THE SIXTH CIRCUIT.

No. 15. Argued April 24, 27, 1908.-Decided February 1, 1909.

[212 U. S. 227.]

Where a number of manufacturers situated in different States engaged in manufacturing an article sold in different States, organize a selling company through which their entire output is sold, in accordance with an agreement between themselves, to persons only as enter into a purchasing agreement by which their sales are restricted, the effect [228] is to restrain and monopolize interstate and foreign trade and commerce and is illegal under the AntiTrust Act of July 2, 1890, c. 647, 26 Stat. 209; and so held in regard to a combination of wall paper manufacturers.

• For opinion of Circuit Court of Appeals, Sixth Circuit (148 Fed. Rep. 939) see, ante, p. 44.

Syllabus copyrighted, 1909, by The Banks Law Publishing Com

pany.

Syllabus.

While a voluntary purchaser of goods at stipulated prices under a collateral, independent contract cannot avoid payment merely on the ground that the vendor was an illegal combination, Connolly v. Union Sewer Pipe Co., 184 U. S. 540, a vendee of goods purchased from an illegal agreement can plead such illegality as a defense. The court can not lend its aid in any way to a party seeking to realize the fruits of an illegal contract, and, while this may at times result in relieving a purchaser from paying 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.

The refusal of judicial aid to enforce illegal contracts tends to reduce such transactions.

In determining whether a contract amounts to a combination in restraint of interstate trade in violation of the act of July 2, 1890, all the facts and circumstances will be considered. Addyston Pipe Co. v. United States, 175 U. S. 211, 247.

1. A recovery upon an account for goods sold and delivered by a corporation created to effectuate a combination of wall paper manu facturers, intending and having the effect directly to restrain and monopolize trade and commerce, in violation of the Anti-Trust Act of July 2, 1890 (26 Stat. at L.. 209, chap. 647, U. S. Comp. Stat. 1901, p. 3200), can not be had where the account is made up, within the knowledge of both buyer and seller, with direct reference to, and in execution of, the agreements which constitute the illegal combination."

2. Defendants in an action for goods sold and delivered are entitled to judgment on a demurrer admitting the allegations of a defense set up by way of answer, which in substance disclose that plaintiff is the selling agent of a combination of wall paper manufacturers which offends against the Anti-Trust Act of July 2, 1890, that, in carrying out such combination, defendants were virtually compelled to sign a jobber's agreement which, in effect, bound them to buy from the plaintiff all the wall paper needed in their business at certain fixed prices, and not to sell at lower prices or upon better terms than those at which plaintiff itself sells to dealers other than jobbers, that the goods in question were ordered pursuant to such agreement and at the prices fixed, that such prices were unreasonable, and that all the transactions between the parties were in furtherance of the illegal combination."

• Syllabus copyrighted, 1909, by The Lawyers Co-operative Publishing Company.

Argument for the Petitioner.

The facts appear in the statement of Mr. Justice Harlan. Mr. Louis Marshall, with whom Mr. Joseph Wilby was on the brief, for petitioner.

Assuming, but not conceding, that the organization of the plaintiff was for the purpose of restraining competition, and enhancing prices, the defendants have no defense, under common-law considerations, to the action brought against them to recover for goods sold and delivered.

The illegality of the acts of plaintiff, even if proved, do not absolve the defendants from the legal obligation to pay for goods admittedly bought by them. "A person does not become an outlaw and lose all rights by doing an illegal act." National Bank & Loan Co. v. Petrie, 189 U. S. 425.

This case is governed by the decision of this court in the case of Connolly v. Union Sewer Pipe Co., 184 U. S. 540, and [229] cases there cited. See also, to the same effect, the following: Edison Electric Light Co. v. Sawyer-Man Electric Co., 53 Fed. Rep. 598; American Soda Fountain Co. v. Green, 69 Fed. Rep. 333; Brown Saddle Co. v. Troxel, 98 Fed. Rep. 620; National Folding Box and Paper Co. v. Robertson, 99 Fed. Rep. 985; Otis Elevator Co. v. Geiger, 107 Fed. Rep. 131; Ocean Ins. Co. v. Polleys, 13 Peters, 164; Armstrong v. American Exchange Bank, 133 U. S. 467; Buchanan v. Drovers' National Bank, 55 Fed. Rep. 226; Morris v. Norton, 75 Fed Rep. 926; Phalen v. Clark, 19 Connecticut, 432; The Charles E. Wisewell, 86 Fed. Rep. 674; Phenix Ins. Co. v. Clay, 101 Georgia, 332; Erb v. Insurance Co., 98 Iowa, 611; Niagara Ins. Co. v. DeGraff, 12 Michigan, 136; Tracy v. Talmage, 14 N. Y. 175; Curtis v. Leavitt, 15 N. Y. 245; Mandelbaum v. Greyovich, 17 Nevada, 95; Planters' Bank v. Union Bank, 16 Wall. 500; Yarborough's Admr. v. Avant, 66 Alabama, 526; Ware v. Curry, 67 Alabama, 274; Martin v. Hodge, 47 Arkansas, 378; National Distilling Co. v. Cream City Importing Co., 86 Wisconsin, 352; Minnesota Lumber Co. v. Whitebreast Co.. 56 Ill. App. 248; Congress Co. v. Knowlton, 103 U. S. 49; Welch v. Wasson, 6 Gray, 506; Levin v. Chicago Gas Light