Page:Harvard Law Review Volume 10.djvu/460

434 434 HARVARD LAW REVIEW. The question always should be, has the agreement been made upon a sufficient consideration, and for an honest, as distinguished from a corrupt, purpose? In Brown v. Pacific S. S. Co.^ the pro- visions of the agreement under consideration were substantially that the parties to it were not to sell their stock without having first offered to sell it to the rest of their associates at a price not above the then current market value, and, in case of their declining to take it, without next offering it to certain bankers. The agree- ment took the shape of an irrevocable power of attorney to these bankers to vote upon the stock. In answer to the objection that the agreement was against public policy, and void, Judge Blatch- ford said : " The agreement seems to differ very little from a mere power of attorney or proxy to Brown Brothers & Company to vote upon these shares, with the addition that the power is irrevocable, and that there are certain privileges reserved to the owners of the stock in regard to the manner of dealing in it and withdrawing from the arrangement. I am unable to perceive anything in this contrary to public policy, or anywise open to objection." In Faulds V. Yates, ^ where three shareholders agreed to vest in a third per- son for a certain time the right to vote all the shares owned by them in severalty, but together representing a control of the cor- poration, and the validity of the agreement was in question, it was said that *' there was no fraud in the agreement ; there was noth- ing unlawful in it; there was nothing which necessarily affected the rights and interests of the minority. ... If this combination was fraudulent and intended for bad purposes, the stockholders who are in a minority, and who may have suffered, have ample redress." In Mobile & Ohio Co. v, Nicholas,^ where there was involved the validity of an agreement for the reorganization of a railroad company, by which, for a certain time, the stockholders vested in a trustee an irrevocable power to vote the stock, the Court said : " We have examined case after case, and find generally that the agreements declared void, where the power to vote was separated from the stockholder and invested in third persons, were, under circumstances which showed that the purpose to be accomplished was unlawful, such as the Court would not sanction if the principal had voted, and not a proxy; and in cases of a mere dry trust, it is held that the stockholder may revoke the power of attorney in 1 5 Blatchf. 525. a 57 m. 416. 8 ^ Ala. 92.