be deemed, when the object is the enforcing of a most inequitable liability, to have entered and to be holding under his contract of lease, as his possession could be referred to either the lease, or to the contract of purchase, as distinct from the lease. There can be no doubt that during the term of the lease he would hold under that. His right to remain in possession would depend on his payment of what the parties to the contract themselves designate as rent, and the performance of other covenants of the lease, and would be determined by failure so to pay and perform.' But under a contract of conditional sale, when possession is taken under the terms of the contract itself and no further instrument is necessary to pass the title, which is complete by the terms of the contract on full payment being made, equity will undoubtedly enforce the completion of the purchase.' b. Contracts among Corporations to Prevent Ruinous Competition. A contract between two rival and competing railroad companies, the purpose or result of which is to prevent unhealthy competition, and which does not raise rates of transportation above the standard of fair compensation, or violate any duty that is owing to the public from noncompeting roads, is not void as against public policy.' And it has been held that where a corporation, to avoid ruinous competition and litigation with a rival company, and to prosecute the business with more beneficial results to its stockholders under its own control, pursuant to an arrangement with the rival company, assigns its business and its patents to a new corporation organized for the same objects, and takes a majority of the stock therein, it cannot be declared as matter of law to have abandoned or suspended its ordinary and lawful business so as to afford ground for its dissolution under the statute. 1Smith v. Phoenix Ins. Co. (Cal.) 13 L. R. A. 475, on rehearing, setting aside an opinion to the contrary filed March 10, 1890. Smith v. Phenix Ins. Co. (Cal.) 13 L. R. A. 475; King v. Ruckman, 24 N. 3 Manchester & L. R. Co. v. Concord R. Co. (N. H.) 9 L. R. A. 689, 3 Inters. Com. Rep. 319. *Kelsey v. Pfaudler P. F. Co. 19 Abb. N. C. 434, 45 Hun, 15; Leslie v. Lorillard, 1 L. R. A. 455, 110 N. Y. 519; Union Mut. L. Ins. Co. v. Union Mills Piaster Co. 37 Fed. Rep. 286; Ives v. Smith, 28 N. Y. S. R. 917. A compromise agreement to prevent competition between two corporations in the manufacture of fish glue under a patent, whereby an article nearly worthless is to be converted into one of large value, is not against public policy.' Nor is a contract by one party to sell the bags and burlaps of another at a fixed commission, he to have the exclusive sale and to sell a specified quantity, the owner to accept the average price received by the former for all bags sold, standing alone, illegal." 59. Corporate Combinations to Prevent Fair Competition; "Trade Trusts."-In an effort to avoid the condemnation of the law shelter has been sought under what has ever been held most sacred in equity,-a trust-a thing over which equity, to prevent fraud, has asserted and exercised an exclusive jurisdiction. The same combinations to prevent competition, condemned already by the law, are attempted to be worked out at the footstool of the chancellor, concealed in the form there most favored. It is like the outlaw grasping the horns of the altar for security, but unlike him, it conceals its guilt and demands protection, protesting its innocence, while pursuing its iniquity. The act is the culmination of corporate insolence and deceit. The history of these so-called Trusts has been written by William H. Winters in the "Bibliography of Commercial Trusts.” 2 1Gloucester I. & G. Co. v. Russia C. Co. (Mass.) 12 L. R. A. 563. Pacific Factor Co. v. Adler, 90 Cal. 110. 37 Railway & Corp. L. J. 236, citing among others, People v. American Sugar Ref. Co. (Cal.) 7 Ry. & Corp. L. J. (1890), 83; Comm. 30 Cent. L. J. (1890) 114: Appointment of Receiver, Decision by Wallace, J., Feb. 17, 1890, Daily Alta Californian, Feb. 18, 1890: People v. North River Sugar Ref. Co. 5 L. R. A. 387, 54 Hun, 354, brief of Pryor, counsel, Pamphlet, New York, 1888; Brief of Atty Gen.; Brief of Parsons; Brief of Daly; Brief of Carter; Opinion of Barrett, J., and briefs, 2 L. R. A. 33, 22 Abb. N. C. 164; 16 N. Y. Civ. Proc. 1; 22 Am. & Eng. Corp. Cas. 511; Briefs on appeal of People v. North River Sugar Ref. Co. and opinion, Daniels, J., 5 L. R. A. 386; 2 N. Y. L. J. 1505; 36 N. Y. Daily Reg 726; Decision by Court of Appeals, 23 Abb. N. C. 314; 2 N. Y. L. J. 2155; Commonwealth Ref. Co. Incorporation, Conn. Special Acts 1889, p. 1095; Standard Oil Co. Camden, 136 N. Am. Rev. p. 181; Dodd (S. C. T.) Pamphlet, New York, 1888; Hudson, Railway and the Republic, 1886; Lloyd, 47 Atl. Mo. 1881, 317; Welch, 136 N. Am. Rev. 1883, 191; Trust Agreement N.Y. World, Feb. 28, 1888; N. Y. Senate Doc. 50 (1888) 455; Brief History of Trusts, its Methods and Influence, N. Y. 1887; Railway Discrimination in Favor of Trusts, 1 Inters. Com. Rep. (1888) 503; S. C. 1 Inters. Com. Rep. (1888) 722; Report No. 3112, U. S. House Rep. 50th Congress, July 20, 1888; Report of Com. on Manufactures in Relation to Trusts, Washington, D. C. Part 1, Sugar Trust; Part 2, Standard Oil Many of the states have passed laws to prohibit combinations among railroad corporations to suppress competition between them, and in some of the states the duty to pass such legislation, is enjoined by constitutional provisions. Constitutional and statutory provisions affecting combinations between railroads to prevent competition. ALABAMA-Code 1886, vol. 1, § 1586, p. 389. ARIZONA-Rev. Stat. 1887, § 318, p. 113. ARKANSAS-Const. 1874, art. 17, § 4; Act March 24, 1887, § 2; Laws, p. 114. COLORADO-Const. 1876, art. 15, § 5; Rev. Stat. 1883, § 353, p. 211; Rev. Stat. 1883, § 360, p. 213. The meaning of the last clause of article 15, section 4, of the Constitution of Colorado, which provides that "every railroad company shall have the right with its road . to connect with . any other railroad," is that such roads are to be connected physically, as distinguished from the business connection between roads which have approximate termini.' Where two railway companies agree that they shall accept no freight for certain places, except to be carried over the road of the other, it is a conspiracy to grasp commerce and suppress the building of railroads in two great states. A contract of this kind is against public policy, and therefore void.' A contract by which one railroad company agrees with another upon a division of territory and traffic between them, and that one will not "do any through business to and from New Mexico, via Trinidad or El Moro," amounts to an express renunciation of a duty of transportation enjoined by the State, and is therefore void.' Trust; State v. American Cotton Oil Trust, 40 La. Ann. 8; Richardson v 1Denver & N. O. R. Co. v. Atchison, T. & S. F. R. Co. 13 Fed. Rep. 546. 3Denver & N. O. R. Co. v. Atchison, T. & S. F. R. Co. 15 Fed. Rep. 650. CONNECTICUT-Act April 17, 1883, § 1; Laws, p. 267.' FLORIDA-Act June 7, 1887, § 1; Laws, p. 117. GEORGIA-Const. 1877, art. 4, § 2, par. 4; Act Sept. 27, 1881, §15; Laws, p. 165. Where a railroad corporation is about to purchase a controlling interest in the stock of a rival railroad, the sale would be invalid, and should be restrained.' ILLINOIS-Const. 1870, art. 11, § 11. Under the Act of February 12, 1885, all railroad companies have power to make contracts and arrangements with each other for leasing or running their respective roads, or any part thereof; and a plea to an information in the nature of a quo warranto, charging one company with usurping the powers and franchises granted to another, which sets up a contract between it and the other company, authorizing it to operate the road of such other company, and that it is operating the road under such contract, is a good plea.' INDIANA-Rev. Stat. 1888, § 3951. There being no statute in Indiana which in terms forbids or prohibits railroad corporations of that State from executing leases of their property, a lease made by such a corporation, and which is neither in violation of any statute nor against the public policy of the State, is valid." Where several insurance companies equalize rates of insurance in a large city, and agree not to insure themselves under penalty, the agreement is void." IOWA-Rev. Code 1884, § 1297, p. 341. The power to declare contracts void as against public policy should only be exercised in cases that are free from doubt." KANSAS-Comp. Laws 1885, § 5221, p. 778; § 5222, p. 779. 1See State v. Hartford & N. H R. Co. 29 Conn. 539. Central R. Co. v. Collins, 40 Ga. 582; Havemeyer v. Havemeyer, 11 Jones & Illinois Midland R. Co. v. People, 84 Ill. 426. Pittsburgh, C. & St. L. R. Co. v. Columbus, C. & I. C. R. Co. 8 Biss. 456. 'Metzger v. Cleveland, Marion Sup. Ct. (Ind.) 3 Ind. Law Mag. 42 (1883). *Richmond v. Dubuque & S. C. R. Co. 26 Iowa, 191. MARYLAND-Rev. Code 1878, p. 359. MICHIGAN-Const. 1850, art. 19 A, § 2; How. Ann. Stat. 1882, § 3343, p. 854. MINNESOTA-Gen. Stat. 1878, p. 381; Act March 3, 1881, § 3; Laws, p. 110. By virtue of Special Laws 1870, chap. 57, § 4, and Special Laws 1871, chap. 71, § 1, the Minneapolis Railroad Company has authority to make a valid lease to another company of this State of rights which it has acquired since the passage of said chapter 71, by condemnation of land.' MISSOURI-Const. 1875, art. 12, §§ 17, 18; Act March 30, 1887, §1; Laws, p. 102; Id. § 2.2 NEBRASKA-Const. 1875, art. 11, § 3; Laws 1887, chap. 60, § 5, p. 543. NEW HAMPSHIRE-Gen. Laws 1878, p. 377. In Currier v. Concord Railroad Corporation, 48 N. H. 321, 325, the court says: "The object of the law is to prevent the consolidation of rival and competing lines of railroad by contracts or arrangements between them, by means of which competition is removed; the purpose being to prevent the increase of the charges of such railroads beyond what might be expected under the influence of a free competition." NEW JERSEY-Act 1880; Pub. Laws 1880, 231, authorizing railroads to lease roads, etc., simply confers a right to exercise the power given after consent of those affected thereby, or payment of satisfactory compensation. The Act providing for the consolidation of railroads does not give by implication the power to lease.* Whether a provision in the charter of a railroad company authorizing it to lease or consolidate with any other railroad, and authorizing any company to take such lease and operate the same, would be sufficient to confer such authority upon any railroad of the State, does not arise in a pending case, where the title of the Act incorporating the railroad company does not indicate such subject, and such provision of its charter is therefore void.' 1Pence v. St. Paul, M. & M. R. Co. 28 Minn. 488. 2See Wiggins Ferry Co. v. Chicago & A. R. Co. 73 Mo. 389; 5 Mo. App. 347. Greenhood, Public Policy, 663–673. 4Mills v. New Jersey Cent. R. Co. 2 Cent. Rep. 239, 41 N. J. Eq. 1. See Camden & A. R. Co. v. Mays Landing & E. H. C. R. Co. 4 Cent. Rep. 801, 48 N. J. L. 530. |