also, combinations among workmen have been sustained as legal. Nevertheless it is claimed that combinations between corporations which would otherwise be natural competitors in business, are ultra vires and illegal; that the courts will petition among traders, and is, therefore, a wrongful act against such trader, and, if it is carried out and injury ensues, is actionable; and such an agreement being public wrong is also of itself an illegal conspiracy and indictable." But Bowen, L. J., and Fry, L. J., were entirely at issue with their chief on the principles of law applicable to the facts. "Intimidation, obstruction and molestation," said Lord Bowen, are forbidden; so is the intentional procurement of a violation of individual rights, contractual or other, assuming always that there is no just cause for it. The intentional driving away of customers by show of violence, Tarleton v. M'Gawley, Peake's Nisi Prius, 270; the obstruction of actors on the stage by preconcerted hissing, Clifford v. Brandon, 1 Camp. 359; Gregory v. Bruns wick, 6 M. & G. 653; the disturbance of wild fowl in decoys by the firing of guns, Carrington v. Taylor, and Keeble v. Hickergill, 13 East, 574; the impeding or threatening servants or workmen, Garrot v. Taylor, Cro. Jac. 567; the inducing persons under personal contracts to break their contracts, Bowen v. Hall, 6 Q. B. Div. 336; Lumley v. Gye, 2 E. & B. 232, all are instances of such forbidden acts. But the defendants have been guilty of none of these acts. They have done nothing more against the plaintiffs than pursue to the bitter end a war of competition waged in the interests of their own trade. To the argument that a competition so pursued ceases to have a 'just cause or excuse' when there is ill-will or personal intention to harm, it is sufficient to reply (as I have already pointed out that there was here no personal intention to do any other or greater harm to the plaintiffs than such as was necessarily involved in the desire to attract to the defendants' ships the entire tea freights of the ports, a portion of which would otherwise have fallen to the plaintiffs' share, I can find no authority for the doctrine that such a commercial motive deprives of 'just cause or excuse' acts done in the course of trade which would but for such a motive be justifiable. So to hold would be to convert into an illegal motive the instinct of self-advancement and selfprotection which is the very incentive of all trade." (6 Ry. & Corp. L. J. 136, 138.) And Lord Fry, in the course of an elaborate judgment, said: "If one man may by competition strive to drive his rivals out of the field, is it lawful or unlawful for several persons to combine together to drive from the field their competitor in trade? It is said that such an agreement is in restraint of trade and therefore illegal. Be it so. But in what sense is the word 'illegal' used in such a proposition. In my opinion it means that the agreement is one upon which no action can be sustained, and no relief obtained at law or in equity, but it does not mean that the entering into the agreement is either indictable or actionable." (6 Ry. & Corp. L. J. 136, 139.) 1 Collins v. Locke, L. R. 4 App. 674, 685. not aid in the enforcement of such agreements nor of contracts arising therefrom;1 that all their privileges and franchises are 66 1 Beach on Railways, § 588. A corporation is not a "person" within the Louisiana statute authorizing the formation of a corporation by any number of " persons" not less than six. Factors' & Traders' Ins. Co. v. New Harbor Protection Co., 37 La. Ann. 233. Corporations cannot consolidate their funds, or form a partnership, unless authorized by express grant or necessary implication." New York and Sharon Canal Co. &c. v. Fulton Bank, 7 Wend. 412; Angell & Ames on Corporations, 272; Taylor on Corporations, §§ 205, 419, 420; Green's Brice's Ultra Vires, 416; Mallory v. Oil Works, 2 Pickle, (Tenn.) 588; s. c. 4 Ry. & Corp. L. J. 202; 1 Morawetz on Corporations, 376; People v. North River Sugar Refining Co., (1890) 121 N. Y. 582, affirming s. c. (N. Y. Sup. Ct. 1889) 5 Ry. & Corp. L. J. 56, where Judge Barrett said: "It is well settled that corporations can not consolidate their funds or form a partnership unless authorized by express grant or necessary implication; nor can they enter into any arrangement amounting to a practical consolidation or co-partnership," citing Angell & Ames, § 272; Taylor on Corporations, 305, 419, 420; Green's Brice's Ultra Vires, 416; 1 Morawetz on Corporations, SS 376-421; New York & Sharon Canal Co. v. Fulton Bank, 7 Wend. 412; Whittenton Mills v. Upton, 10 Gray, 582; Marine Bank v. Ogden, 29 Ill. 248; and adding that it was doubtless because of the recognition of this principle that statutes have been passed authorizing consolidations in a certain specified manner and under fixed conditions. "Transfers of power of one corporation to another, without the 66 authority of the legislature, are against public policy." Chicago Gas Light Co. v. Peoples' Gas Light Co., 121 Ill. 530; s. c. 2 Am. St. Rep. 124. In Bradford &c. R. Co. v. New York &c. R. Co., 48 Hun, 621, the case was this: The Bradford Railroad Co., a tributary of the New York, Lake Erie & Western Railroad Co., desired the assistance of the latter company in the completion of its road, and to that end the Bradford company engaged "to cause to be deposited" with the Erie company a majority of its capital stcck," so as to give the Erie company "the right to vote upon the stock so deposited.” Accordingly, "a majority of the owners of the Bradford company stock deposited it with the Erie company," but the court, per Daniels, J., held the agreement illegal, because it transferred the control of the Bradford company to the Erie. Hafer v. New York, L. E. & W. R. Co., (1886) 19 Abb. N. Cas. 454; Vanderbilt v. Bennett, 19 Abb. N. Cas. 460; s. c. 2 Ry. & Corp. L. J. 409; Thomas v. Railroad Co., 101 U. S. 83. Agreements tending to monopoly - i. e., 66 any combination among merchants to raise the price of merchandise, to the detriment of the public," are illegal. Arnot v. Pittston & E. Coal Co., (1877) 68 N. Y. 559; Stanton v. Allen, 5 Denio, 434; Clancy v. Onondaga Salt Co., (1862) 62 Barb. 395; Hooper v. Vanderwater, 4 Denio, 349; Fisher v. People, 14 Wend. 9, 19; Morris Run Coal Co. v. Barclay Coal Co., 68 Pa. St. 182; Central Ohio Salt Co. v. Guthrie, 35 Ohio St. 666, 672; Croft v. McConoughy, 79 Ill. 339; Santa Clara Valley Mill & Lumber Co. v. Hayes, 76 Cal. 387; s. c. 38 Alb. L. J. 279; Bank v. King, thereby subjected to forfeiture;' and that criminal proceedings for conspiracy may be brought against them.2 44 N. Y. 87; Darcy v. Allein, (Case of Monopolies) 11 Coke, 84; Raymond v. Leavitt, 46 Mich. 447; India Bag Co. v. Koch, 14 La. Ann. 164; Ray v. Mackin, 100 Ill. 246; People v. Stephens, 71 N. Y. 545; Marsh v. Russell, 66 N. Y. 288; Hartford & N. H. R. Co. v. New York & N. H. R. Co., (1865) 3 Robt. (N. Y. Super. Ct.) 411; Hilton v. Eckersley, 6 Ell. & B. 47; Central R. &c. Co. v. Collins, 40 Ga. 646; Charles River Bridge v. Warren Bridge, 11 Peters, 567; 2 Kent, 271, marginal note c; Stewart v. Erie & Western Transp. Co., (1871) 17 Minn. 372; Chicago Gas Light Co. ". Peoples' Gas Light Co., 121 Ill. 530; City of St. Louis v. St. Louis Gas Light Co., 70 Mo. 69, cited by Genl. Roger A. Pryor, for the people in People v. North River Sugar Refining Co., supra. 1 People v. North River Sugar Refining Co., (N. Y. Sup. Ct. 1889) 5 Ry. & Corp. L. J. 56; s. C. affirmed, (1890) 121 N. Y. 582. The rule that an illegal or unauthorized act is sufficient ground of corporate forfeiture, is abundantly illustrated by adjudicated cases. People v. Oakland County Bank, Dougl. (Mich.) 282; People v. Geneva College, 5 Wend. 211; Attorney-General v. Chicago & N. W. R. Co., 35 Wis. 432, 532; State v. Seneca County Bank, 5 Ohio St. 171; Commonwealth v. Commercial Bank, 28 Pa. St. 383; State v. Commercial Bank, 33 Miss. 474; State v. Milwaukee, L. S. & W. Ry. Co., 45 Wis. 579, where keeping the corporate books and principal place of business beyond the jurisdiction of the State was considered a sufficient ground of forfeiture even though there be no statute expressly requiring them to be kept within the State; People v. Dispensary, 7 Lans. 304; Bank of Vincennes & State Bank of Indiana v. State, (1823) 1 Blackf. (Ind.) 267; Attorney-General v. Petersburg &c. R. Co., 6 Ired. 456; People v. Utica Ins. Co., 15 Johns. 358; State v. Atchison & N. R. Co., (1888) 24 Neb. 143; s. c. 4 Ry. & Corp. L. J. 86; Pennsylvania R. Co. v. St. Louis &c. R. Co., 118 U. S. 290; Kyd on Corp., 479 et seq.; Angell & Ames on Corp., $$ 774-776; Green's Brice's Ultra Vires, 787; People v. Bristol, 23 Wend. 233-250. 2 Raymond v. Leavitt, 46 Mich. 447; Rex v. De Berenger, 3 M. & S. 67; Rex v. Hilhens, 2 Chitty, 163; Rex v. Waddington, 1 East, 143, 167; Rex v. Sterling, 1 Keble, 650; Anon. 12 Modern, 248; People v. Melvin, 2 Wheeler's Cr. Cas. 262; Commonwealth v. Carlisle, Brightley, (Pa.) 36; 4 Blackstone's Commentaries, 158–9; 1 Bishop on Criminal Law, § 969; 1 Russell on Crimes, 168; 3 Coke's Institute, 89. So in New York, by express provision of statute. N. Y. Penal Code, § 168, sub. 6; People v. Fisher, 14 Wend. 9; Morris Run Co. v. Barclay, 68 Pa. St. 174; Hooker v. Vanderwater, 4 Denio, 249; Clancy v. Onondaga Salt Co., (1862) 62 Barb. 395. See "Law of Conspiracy as applied to Trade Competition, 30 Sol. J. & Rep. 197. In Morris Run v. Barclay Coal Company, 68 Pa. St. 168, the combining mines were not the only ones in the region, much less in the country. It appeared that there was another mine in the region not within the combination, but that the product of that mine could only reach the market (sought to be controlled) by tide-water. It also appeared that there were other mines in two other § 57. The acts of the shareholders, how far imputed to the corporation.- It has been well argued that "trust" combinations are not, per se, corporate acts; that, neither in terms nor in form, are the deeds of trust executed by the companies as such, and that trusts, qua trusts pure and simple, are private affairs, or agreements between the shareholders as individuals, for which the corporations are in nowise responsible.' But, although it is well settled that the shareholders can bind the corporation only at a corporate meeting duly called and convened, and that all votes taken elsewhere and all separate consents whereby they assume to bind themselves in their corporate capacity or the company itself are invalid and void,' a theory, somewhat novel in the law, has been advanced, that the acts in which the entire body of shareholders concur are not distinguishable from corporate acts; and that the acts of all the shareholders are the acts of the corporation, and if unlawful will work a forfeiture. It is moreover urged that the counties of the State, though the quantities taken from them were small. Still the court held that the combination was not only illegal but a criminal offense. The commonlaw origin of this doctrine was dwelt upon - while an individual may do many things to oppress others, which though morally wrong are not subject of legal discipline, he cannot lawfully combine with another to do the same things. The wrong which, when done by the individual, can not be redressed, becomes a conspiracy the moment it is effected by two or more in combination. As the learned Judge Agnew observed: "The combination has a power in its confederated form which no individual action can confer. The public interest must succumb to it, for it has left no competition free to correct its baleful influences." 1 See Brief of Messrs. Daly, Carter and Parsons for defendant in People v. North River Sugar Refining Co., (N. Y. Sup. Ct. 1889) 5 Ry. & Corp. L. J. 56; s. c. (1890) 121 N. Y. 532. 2 Commonwealth v. Cullen, 13 Pa. St. 133; Finley Shoe &c. Co. v. Kurtz, 34 Mich. 89; Pierce v. New Orleans Building Co., 9 La. Ann. 397. 3 People v. North River Sugar Refining Co., (N. Y. Sup. Ct. 1889) 5 Ry. & Corp. L. J. 56, citing People v. Kingston, 23 Wendell, 205, where Chief Justice Nelson, in a quo warranto proceeding, declared that "though the proceedings be against the corporate body, it is the acts or omissions of the individual corporators that is the subject of the judgment of the court." Mr. Morawetz says that "while a corporation may, from one point of view, be considered as an entity, without regard to the corporators who compose it, the fact remains self-evident that a corporation is not in reality a person or thing distinct from its constituent parts." Morawetz on Corporations, § 1; People v. Assessors, 1 Hill, 620. 4 People v. North River Sugar Refining Co., (N. Y. Sup. Ct. 1889) 5 Ry. & Corp. L. J. 56, where the trust deeds executed by the shareholders generally provide for certain acts to be performed by the corporations, and that the companies, if they carry out these provisions, adopt and ratify the agreement of their shareholders, and thereby incur the same responsibility for the deed as if it had been originally a corporate act.1 court continued: "And this is entirely reasonable. For what is the corporation apart from the whole body of the members or stockholders, clothed with the statutory franchises? Merely a name. When the whole body of stockholders offend the law of the corporate being, the corporation offends. And who is punished by forfeiture or dissolution because of such offending? Not the mere corporate name, but the persons who have actually offended, and who have thereby forfeited the franchise which they possessed under the corporate name. The directors are but the agents of the corporation to manage its affairs and carry out the purpose and object of its formation. They are only authorized to do such things as are directly or impliedly directed or authorized by the charter." See also Abbot v. American Hard Rubber Co., 37 Barb. 591, citing Angell & Ames on Corporations, § 280. But see People v. North River Sugar Refining Co., (1890) 121 N. Y. 582; s. c. 8 Ry. & Corp. L. J. 22, where the theory enunciated in the court below was disavowed, Finch, J., saying: "But that proof does not alone solve the problem presented. We are yet to ascertain whether the corporation became the subordinate and servant of the board by its own voluntary action, or the will and power of others than itself; by force of a contract to which it was in reality a party, or as the simple consequence of a change of owners; by its fault or its misfortune; by a sale or by a trust. For if it has done nothing, if what has happened and all that has happened is ascertained to be that the stockholders of the defendant, one or many, sold absolutely to the eleven men who constituted the board their entire stock, and the latter, by force of their proprietorship and as owners, have merely chosen directors in their own interest, and are only managing their property in their own way as any absolute owners may; if that is the truth, and the entire and exact truth, it is difficult to see wherein the corporation has sinned, or what it has done beyond merely omitting for a time to carry on its business. That is the theory upon which the appellants stand and which they submit to our examination." 1 People v. North River Sugar Refining Co., (1890) 121 N. Y. 582, affirming s. c. (N. Y. Sup. Ct. 1889) 5 Ry. & Corp. L. J. 56, where the court said: "The defendant claims that unless authority to sign the trust deed, given by the directors of each corporation at a regular board meeting, is affirmatively proved, the acts complained of are not corporate acts. This contention ignores the fact proved in the case, that the corporate acts provided for by the deed have actually been performed by the corporations, and that the deed has in fact been put in execution. The proof shows that the deed was actually signed by the firms whose names appear to be appended thereto, and as to corporations by persons profess |