Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/296

 § 3096.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. § 30%. These principles were discussed and exemplified in the cases of People / North River Sugar Refining Co., 1 and State v. Standard Oil Co. 2 In the former of these cases it was held that the corporations who entered the " Sugar Trust " thereby rendered themselves liable to forfeiture of franchises and that judgment of forfeiture and dissolution was properly given by the court below; and further, that it was immaterial how the improper combination was effected, whether by formal corporate action of the several corporations, or by action nom- inally taken by the holders of all the stock : there can be " no partnership of separate and independent corporations, whether directly or indirectly through the medium of a trust ; no sub- stantial consolidations which avoid and disregard the statutory permissions and restraints, .... manufacturing corporations must be and remain several, as they were created, or one, under the statute." 3 In the latter case, of the Standard Oil Trust, the same prin- ciples were decided under similar circumstances. The case is authority for the two following propositions, taken respectively from the judge's headnote and from the opinion of the court : " An agreement by which all or a majority of the stockholders of a corporation transfer their stock to certain trustees, in con- sideration of the agreement of the stockholders of other com- panies and of members of limited partnerships, engaged in the same business, to do likewise ; and by which all are to receive in lieu of their stocks and interests, so transferred, trust certifi- cates to be issued by the trustees, equal at par to the par value of their stocks and interests ; and by which the trustees are em- powered as apparent owners of the stock to elect directors of the several companies, and thereby control their affairs in the inter- ests of the trust so created ; and are to receive all dividends made by the several companies and limited partnerships, from which, as a common fund, dividends are to be made by the trus- Tuscaloosa Ice Mfg. Co. v. Williams, 127 Ala. 110. But that a corporation is party to a monopoly is no defence to an action brought by it for goods sold. Connolly v. Union Sewer Pipe Co., 184 U. S. 540. See, also, Att'y- 276 Gen'l v. American Tobacco Co., 55 N. J. Eq. 3o2; 56 N. J. Eq. 847. 1 121 N. Y. 582 (Sugar Trust). 2 49 Ohio St. 137 (Standard Oil Trust). a 121 N. Y. 582, 626. Opinion of the Court per Finch, J.