Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/295

 PART III.] ACTS BEYOND THE CORPORATE POWERS. [§ 309a, or commerce among the several states or with foreign nations, is hereby declared to be illegal." This provision is held to ap- ply to common carriers by railroad, and to prohibit a contract between them in restraint of interstate trade ; even though such contract is entered into between competing lines, and only for the purpose of affecting rates of transportation. It renders illegal all such agreements, making no exception in favor of those the terms of which may be reasonable, and which estab- lish only reasonable rates. It need not be shown that the agree- ment was entered into for the purpose of restraining trade, if such restraint is its necessary effect. 1 The general principle may be regarded as established that corporations cannot, in a manner calculated to stifle competition and create a monopoly, combine their properties and interests, except by means of competently authorized and regularly car- ried out consolidation. This principle applies not only to cor- porations having public duties to perform, or in whose enter- prises the public has a tangible interest ; it also applies to any combination of corporations of any kind when the result would be a monopoly in any branch of business. 2 That is to say, in popular language, corporations may not form a " trust," for a "trust" is ultra vires, illegal, and void, and a ground of for- feiture of corporate franchises, whether the agreement be en- tered into by formal corporate action, the corporations appear- ing as the contracting parties, or whether it be entered into bv the shareholders of the several corporations in their individual capacity as shareholders, but with a view of bringing under one management the interests and properties of the several corpora- tions. 1 U. S. v. Freight Ass'n, 166 U. S. 290, White, Field, Gray, Shiras, JJ., dissenting, followed in U. S. v. Joint Traffic Assn., 171 U. S. 505. See U. S. v. Pipe Co., 85 Fed. Rep. 271. But this act does not prohibit a monopoly in the manufacture of a commodity. U. S. v. Knight Co., 156 U. S. 1. Compare Dueber Watch Case Mfg. Co. v. Howard Co., 35 U. 8. App. 16. Nor has it any applica- tion to a combination among commis- sion merchants dealing in live stock, such combination having only an in- direct influence on interstate com- merce. Hopkins v. U. S., 171 U. S. 578. See, also, Anderson v. IT. S., 171 IT. S. 604. In Addyston Pipe & Steel Co. v. U. S., 175 U. S. 211, the statute was held applicable as interstate commerce was affected. 2 Bailey v. Master Plumbers, 103 Tenn. 90; State ex rel. Crow v. Fire- men's Fund Ins. Co., 152 Mo. 1; 275