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leans, 96 U. S. 97; Walston v. Nevin, 128 U. hours of labor are unconstitutional. Indeed, S. 578; Ex parte Wall, 107 U. S. 265; Hu we are not called upon to express an opinion stato v. California, 110 U. S. 516; Hayes v. upon this subject. It is sufficient to say of Missouri, 120 U. S. 68; Railway v. Mackey, , them that they have no application to cases 127 U. S. 205 ; Hallinger v. Davis, 146 U. S. where the legislature had adjudged that a 314; In re Kemmler, 136 U. S. 436. An limitation is necessary for the preservation of examination of both these classes of cases the health of employees, and there are reaunder the fourteenth amendment, says Mr. sonable grounds for believing that such deJustice Brown, will demonstrate that, in termination is supported by the facts. The passing upon the validity of State legislation question in each case is whether the legislaunder that amendment, the supreme court ture has adopted the statute in exercise of a has not failed to recognize the fact that the reasonable discretion, or whether its action law is, to a certain extent, a progressive be a mere excuse for an unjust discrimination, science; that, in some of the States, methods or the oppression or spoliation of a particular of procedure whicb, at the time the constitu class. The distinction between these two tion was adopted, were deemèd essential to different classes of enactments cannot be the protection and safety of the people, or to better stated than by & comparison of the the liberty of the citizen, have been found to views of this court found in the opinions in be no longer necessary; that restrictions Barbier v. Connolly, 113 U. S. 27, 5 Sup. Ct. which had formerly been laid upon the con Rep. 357, and Soon Hing v. Crowley, 113 U. duct of individuals, or of classes of individ. S. 703, 5 Sup. Ct. Rep. 730, with those later uals, had proved detrimental to their inter expressed in Yick Wo v. Hopkins, 118 U. S. ests, while, upon the other hand, certain

356, 6 Sup. Ct. Rep. 1064.” other classes of persons (particularly those engaged in dangerous or unhealthful employments) bave been found to be in need of ad. ditional protection. As to such cases, which

NOTES OF IMPORTANT DECISIONS. involve in large measure the question here before the court, Mr. Justice Brown after stating

COMBINATIONS-IN RESTRAINT OF TRADEthe doctrine that a general prohibition against

ANTI-TRUST LAW-INTERSTATE COMMERCE.-In entering into contracts with respect to prop

three recent cases has arisen the question as to the

validity of combinations or trusts in restraint of erty would be invalid, says that this right of

trade. In United States v. Coal Dealers' Associacontract, however, is itself subject to certain tion of California, 85 Fed. Rep. 252, decided by limitations wbich the State may lawfully im the United States Circuit Court, Northern Dispose in the exercise of its police powers.

trict California, it was held that under the antiWhile this power is inherent in all govern

trust law of July 2, 1890, a contract or combina

tion which imposes any restraints whatever upon ments, it has doubtless been greatly expanded

interstate commerce is unlawful; and that it is in its application during the past century, immaterial whether or not the restraint is a fair owing to an enormous increase in the number and reasonable one, or whether it has actually reof occupations which are dangerous or so far sulted in increasing the price of the commodity detrimental to the health of employees as to

dealt in. It was further specifically beld that demand special precautions for their well

where coal is brought from other States and foreign

countries to a certain city by importers and dealbeing and protection, or the safety of adja

ers, who, by a combination with a local coal cent property. The following cases upon the dealers' association, regulate the retail prices subject are cited and reviewed: Allgeyer arbitrarily, and provide against free competition, v. Louisiana, 165 U. S. 578; Lawton v. such combination is one in restraint of interstate Steele, 152 U. S. 133; Massachusetts v.

commerce, within the meaning of the Act of 1890.

In United States v. Addyston Pipe and Steel Alger, 7 Cush. 84; Douglas v. Kentucky,

Co., 85 Fed. Rep. 271, decided by the United 168 U. S. 488; Daniels v. Hilgard, 77 Ill. States Circuit Court of Appeals, it was held that 640; Coal Co. v. Taylor, 81 Ill. 590; Com. no contractual restraint of trade is enforceable at v. Hamilton Mfg. Co., 120 Mass. 383. "We

common law unless the covenant embodying it is bave no disposition,” concludes Mr. Justice

merely ancillary to some lawful contract (involv

ing some such relations as vendor and vendee, Brown, “to criticise the many authorities

partnership, employer and employee), and neceswhich bold that State statutes restricting the

sary to protect the covenantee in the enjoyment

so that the covenant in fact restrains the covenantor from pursuing his business anywhere in the whole country, it is in general restraint of trade, and void, as against public policy.

"Where the area within wbich the vendor and covenantor is excluded from competition covers whole groups of States over which the business sold did not extend, the covenant is wider tban is necessary for the protection of the covenantee in the enjoyment of the thing sold, and is void as against public policy.

"If the covenant is expressed by the parties to exclude from the competition in several separate and distinct places, as to some of wbich the exclusion is reasonable, while as to others it is not, the court will consider the covenant to be divisible, and will enforce it within the reasonable area; but the court will not select from a contiguous area, which is in itself unreasonable, such a portion as would, had it been distinctly named by the parties, bave been deemed to be a reasonable extent of exclusion, and thus force the divisibility of the covenant, and compel its performance in the selected space.

| It is the business as it existed at the time

of the legitimate fruits of the contract, or to protect him from the dangers of an unjust use of those fruits by the otber party. The main purpose of the contract suggests the measure of protection needed, and furnishes a sufficiently uniform standard for determining the reasonableness and validity of the restraints. But where the sole object of both parties in making the contract is merely to restrain competition, and enbance and maintain prices, the contract is void.

It appeared that a number of companies manufacturing iron pipe in different States formed a combination whereby the territory in which they operated (comprising a large part of the United States) was divided into “reserved" cities and “pay" territory. The reserved cities were allotted to particular members of the combination, free of competition from the others, though provision was made for pretended bids by the latter at prices previously arranged. In the pay territory all offers to purchase pipe were submitted to a committee, which determined the price, and then awarded the contract to that member of the combination which agreed to pay the largest "bonus" to be divided among the others. It was held that this was an unlawful combination, both at common law and under tbe Act of 1890, against trusts and monopolies.

In Trenton Potteries Co. v. Oliphant, 39 Atl. Rep. 923, decided by the Court of Chancery of New Jersey, the following is from the official syllabus :

"Contracts in general restraint of trade—that is, restraining a man from pursuing his business anywhere in the United States—are void as against public policy:

"Contracts in partial restraint of trade, that is, those which restrain from pursuing a business within a defined area less than the whole country—will be enforced if the space of exclusion is no wider than is reasonably required for.the protection of the covenantee in the enjoyment of the business to which the covenant relates, and not so large as to interfere with the interests of the public.

"In ascertaining wbether the exclusion is wider than is required for the protection of the covenantee, and therefore uselessly in restraint of trade, each case will be considered and determined on the facts attendant upon the particular transaction,

"The intention of the purchaser and covenantee to produce from a plant one of several classes of goods for which it was used, does not make a covenant unreasonable which restrains the vendor from competition in the manufacture of all the classes of articles which the plant could produce.

"It is not the intention with wbich the covenantee bought, but the relation of the covenant to the thing sold, which furnishes the guide by which to ascertain the reasonableness of the restraint imposed by the covenant.

"Where the covenant as expressed is made partial in its area of restraint, only by the naming of exceptions which are colorable and pretentious,

of sale that the vendors convey, and in respect to wbich they covenanted not to compete, and the reasonableness of the covenant restraining the vendors from competition will be tested by the relation of the extent of territory over which the business was done when it was sold to the area from which they are by the covenant excluded. If they are not shut out from any more space than is necessary to enable the purchaser and covenantee to enjoy the thing sold, the covenant is reasonable, and will be enforced; if they are so excluded, the covenant is injurious to the public, and will not be enforced.

"The expansion of the business, by purchases of like concerns by the covenantees from other parties, by increased capital, and by combinations and control of production and sales, will not be considered to justify the too great breadth of the covenant when it was made.

“Where the members of a manufacturers' association produce nearly the whole quantity of an article necessary to the comfort and health of the community, and have agreed to make their prices such as the majority of the members shall prescribe, a scheme to buy and combine into one company the plants of a majority of the members, obtain the control of prices at which all the members sball sell, put the vendors under a covenant not to compete, and thus secure the ability to dictate the prices which the public must pay for the productions of all the members of the association, is an effort to create a monopoly in an article of general necessity, and is against public policy.

“The covenants to restrain competition, though they may be several as between the vendors and the vendee, will be considered as part of a single plan to secure a monopoly. If they are executory, a court of equity will not enforce tbem."

BILLS AND NOTES—BONA FIDE HOLDER—MA VENDOR AND PURCHASER ASSUMPTION OF TURITY-DAYS OF GRACE.–One of the points in

MORTGAGE UNDISCLOSED PRINCIPAL.-It was volved in the case of Hang v. Riley, decided by

held by the Supreme Court of Texas, in Sanger the Supreme Court of Georgia, is of special value

v. Warren, that the undisclosed principal of one in the practice pertaining to commercial law. It who as agent takes a deed to himself for land in appeared there that a promissory note was nego

which he becomes liable for a mortgage thereon, tiated to a third party on the second of the three

without disclosing his agency, cannot be held for days of grace allowed by law on such instrument. the mortgage debt upon being discovered, under The question was whether the holder is to be re

the rule that on discovery of an undisclosed prin. garded as having taken the note before maturity.

cipal recovery may be had against him, since such The court very properly held that the note does

rule did not apply at common law to instruments not become due until the last day of grace, and

required to be under seal, and the force and effect one to whom it is transferred on the second day of

of deeds under the common law was not changed grace takes it before maturity, and will be pre

by Rev. St. 1895, art. 4863, providing that no seal sumed to have been a bona fide purchaser for value.

shall be necessary to the validity of any instrument This ruling is in accordance with the authorities

in writing, and that the addition or omission of a on the subject, but as to whether one who takes a

seal shall not affect the same. The following is note on the third or last day will be protected as a

from the opinion of the court: “It has long been bona fide holder, there is a conflict of authority.

settled to be a general rule of law that if A conParsons in his work on Notes and Bills considers

tracts with B supposing him to be acting in his the correct rule to be, that a note is negotiable,

own behalf, but afterwards discovers that he was even on the last day of grace. 1 Parsons, Notes

acting for C, A can thereupon elect to hold C & Bills, p. 416. Such is the view entertained by upon the contract. The rule is held applicable to Mr. Daniel also. 1 Daniel, Nego. Inst. $ 787a. See

written contracts, and, by a process of reasoning also Randolph on Commercial Paper, $ 1037. This

not entirely satisfactory, even to those required by rule obtains in New York, Illinois, New Hamp

statute to be in writing. In the leading case of sbire, Maine, and Iowa. See Bank v. Townsend,

Higgins v. Senior (1841), 8 Mees. & W. 844, Parke, 87 N. Y. 8; Walter v. Kirk, 14 Ill. 55; Crosby v.

B., said: “The question in this case, which was Grant, 36 N. H. 273; Farrell v. Lovett, 68 Me. 330;

argued before us in the course of the last term, Bosch v. Kassing, 64 Iowa, 312, 20 N. W. Rep.

may be stated to be whether, in an action on an 454. A contrary rule is of force in Massachusetts. agreement in writing, purporting on the face of it Pine v. Smith, 11 Gray, 38. That case does not,

to be made by the defendant, and subscribed by however, go further than to rule that a transfer

him, for the sale and delivery by him of goods on the last day of grace is not to be considered as

above the value of £10, it is competent for the debefore maturity, it being conceded that a transfer fendant to discharge bimself, on an issue on the on the first or second day of grace would clearly

plea of non-assumpsit, by proving that the agreebe before dishonor. In Fox v. Bank, 30 Kan. 441,

ment was really made by him by the authority of 1 Pac. Rep. 789, it was held that a negotiable bill and as agent for a third person, and that the or note indorsed and transferred on the first day

plaintiff knew those facts at the time wben the of grace was negotiated before maturity. And see agreement was made and signed. Upon considBank v. Bates, 8 Conn. 505, in wbich it appeared

eration, we think it was not, and that the rule for that the transfer was made on the second day of a new trial must be discharged. There is no doubt grace. In the latter case, Bissell, J., said (page that, where such an agreement is made, it is como 511), in delivering the opinion of the court: "It petent to sbow that one or both of the contractiog is too well settled to admit of dispute that, in re parties were agents for other persons, and acted gard to negotiable notes, the days of grace make as such agents in making the contract, so as to a part of the original notes; the days of grace

give the benefit of the contract on the one hand make a part of the original contract. Such a note, to, and charge with liability on the other, the un. payable by the terms of it in 60 days, is in law a named principals; and this, whether the agreenote payable in 63 days. Before the expiration of ment be or be not required to be in writing by the that time, no demand of payment can be made;

statute of frauds; and this evidence in no way conand, if negotiated on the sixty-first or sixty-sec

tradicts the written agreement. It does not deny ond day, it is not negotiated overdue." Thus, it that it is binding on those whom, on the face of will be seen that, while there is not unanimity of it, it purports to bind; but sbows that it also binds opinion upon the question whether or not a bill auother, by reason that the act of the agent, in or note on which grace is allowable negotiated on signing the agreement, in pursuance of his autborthe last day of grace is taken subject to existing

ity, is in law the act of the principal. But, on the equities, etc., the entire current of authority is to other hand, to allow evidence to be given that the the effect that the time for payment expressed on party who appears on the face of the instrument the face of such an instrument is not to be re. to be personally a contracting party is not sacb, garded as fixing the day upon which the same would be to allow parol evidence to contradict the will become due, but that days of grace are to be written agreement, which cannot be done.' Beckcomputed in determining the date of its matu ham v. Drake, 9 Mees. & W.79; Cattle Co. v. Car. rity.

roll, 63 Tex. 48; Heffron v. Pollard, 73 Tex. 96, 11
S. W. Rep. 165.

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*The exceptions to the rule, however, are so covenant could not have been maintained therenumerous, broad, and well defined, and rest upon on against him. Maule v. Weaver, 7 Pa. St. 329; principles of such a fundamental character, that Johnson v. Muzzy, 45 Vt. 419; Trustees v. Spenthe careful student of the law is driven to the con cer, 7 Ohio, pt. 2, p. 149; Goodwin v. Gilbert, 9 clusion that they are more important than the Mass. 510; Martin v. Drinan, 128 Mass. 515; Hinsrule itself, and that the statement of the rule in dale v. Humphrey, 15 Conn. 431. Therefore, at such broad language bas produced much confusion common law, the general rule above stated would of thougbt, and greatly embarrassed, and prob have had no application to the conveyance to ably bas often misled, the courts in their efforts Rees, and his undisclosed principals would not to apply correct legal principles to particular have been liable. We are of opinion that the recases. It is well settled that the rule never had sult is not affected by the following statute:

•Νο any application to negotiable instruments, no one private seal or scroll shall be necessary to the being chargeable thereon, 'unless his pame ap validity of any contract, bond or conveyance, pears as a party to the paper in some relation' whether respecting real or personal property, or (authorities above cited). Again, it has been said any other instrument of writing, whether official, that 'this broad doctrine, that, wben an agent | judicial or private, except such as are made by makes a contract in his own name only, the known corporations, nor shall the addition or omission or unknown principal may sue or be sued thereon, of seal or scroll in any way affect tbe force and may be applied in many cases with safety, and effect of the same.' Rev. St. 1895, art. 4862. It especially in cases of informal commercial con is true the statute renders it unnecessary to place tracts. But it is certain that it cannot be applied a seal upon a deed, but it does not undertake to where exclusive credit is given to the agent, and give one executed without a seal a different status it is intended by both parties that no resort sball from what it would have had before if executed be had by or against the principal (Story, Ag. $ with a seal. On the contrary, it provides that the 160a); nor does it apply to those cases where skill, addition or ommission of a seal shall not ‘in any solvency, or any personal quality of one of the way affect the force and effect of the same.' In parties to the contract is a material ingredient in order for the omission of the seal not to in any it. Fry, Spec. Perf. $ 149.' Kelley v. Thuey, 102 way affect its force or effect, the deed must be alMo. 529, 15 S. W. Rep. 62. And the court refused lowed to retain the only status it bad before. to allow, the undisclosed principal to enforce When we adopted the common law, its settled specific performance of a contract to convey land rules relating to the construction and effect of on the ground that, the owner having contracted deeds became a part of our system. To them we for the notes of the agent for deferred purchase were compelled to resort to determine the nature money, be could not be compelled to accept those and extent of the estate conveyed by the deeds, as of the principal. Again, it is well settled that the well as the covenants therein contained, and who rule never had any application to sealed instru were bound or benefited thereby. It was not the ments, especially those which at common law intention of said statute to abolish them. As said must have been under seal, such as conveyances of in Jones v. Morris, 61 Ala. 524, in discussing a land. Briggs v. Patridge, 64 N. Y. 357; Tuthill more comprehensive statute than ours: “Though v. Wilson, 90 N. Y. 423; Walters v. Coal Co., 5 De a seal may not now be necessary to a conveyance Gex, M. & G. 629; Borcherling v. Katz, 37 N. J. of a legal estate in lands, yet the instrument, the Eq. 150; Farrer v. Lee (Sup.), 41 N. Y. Supp. deed of conveyance, which it must still be termed, 672; Evans v. Wells, 22 Wend. 335; Jones v. Mor though shoro of its dignity of a seal, retains all ris, 61 Ala, 518.

the operation and effect of a deed sealed at com“According to the weight of authority, if the mon law. Its covenants may be as coinprehensdeed from Bowser and others to Rees had been ive, and, whatever they may be, are as obligatory sealed and delivered by the grantors to Rees, at

and its recitals are as incapable of being gainsaid, common law, bis acceptance thereof would bave

as if it were sealed with the greatest formality. made it his deed to the same extent that it would The estoppel which a sealed instrument, or its have been if signed and sealed by him also, and

covenants, created at common law, is now claimed that as to him it would have been a sealed instru by the appellee shall be attached to the conveyment. Therefore an action of covenant could ance by the agenis of the appellant. And we have been maintained against him, but not against

cannot doubt tbat the estoppel which, at common his principals, Sanger and others, on the law, grew ont of the covenants, or the recitals of tract of assumption therein contained. Finley v. the sealed instrument, attach now to an unsealed Simpson, 22 N. J. Law, 311, and authorities cited conveyance of the legal estate in lands. The in briefs therein; Golden v.

Knapp, 41 N. J. Law, statute is not so broad in its sweep as to blot out 215; Sparkman v. Gove, 44 N. J. Law, 263; Dock the common law principles which give security Co. v. Leavitt, 54 N. Y. 35; Bowen v. Beck, 94 N. to conveyances of real estate. It would be fearY. 86; Maynard v. Moore, 76 N. Car. 166; Smith ful, indeed, if this was the operation of the statute V, Pocklington, 1 Cromp. & J. 445; Vanmeter v.

and the freehold in lands was not invested with Vanmeter, 3 Grat. 148, and authorities supra. greater dignity than the fleeting ownership of There are cases holding that it would not at com

chattels.' Devlin on Deeds (section 249) says: mon law have been considered Rees' deed, and that

The effect of these statutes is simply to dispense

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with the necessity of affixing a seal to a deed; but ant's daughter, a cabinet organ,' a set of in other respects, as for instance with reference

artificial teeth, a carriage, a steam heater to the doctrine of estoppel, the deed retains the

for a house, a play to be written by an author incidents it possessed as a sealed instrument at common law. The effect of the statute is differ

for an actor, a design for a bank note, the ent as to other contracts, for the placing of the question is not one for court or jury to deseal thereon at common law raised them from cide, but for the promisor alone. So where the parol to specialty contracts, which cannot be

contract gives the master a right to discharge done under the statute."

a servant if he is satisfied that the servant is
incompetent,10 or to employ him so long as he

is satisfactory," or to pay for services if they RECENT PHASES OF CONTRACT LAW

titled to judge of that. The contract was not to make IV. PERFORMANCE TO THE SATIS one that she ought to be satisfied with, but to make one FACTION OF THE PROMISOR.

that she would be satisfied with. Nor is it sufficient

to say that the bust was the best thing of the kind that The Question Discussed. What is the legal

could possibly be produced. A contract to produce a effect of an agreement that goods to be deliv

bust, perfect in every respect, and one with which the

defendant ought to be satisfied is one thing; an unered or service to be rendered shall be "sat dertaking to make one with which she will be satis. isfactory” to the purchaser or recipient? It

fied is quite another. The former can only be deterwould certainly seem that if such an agree

mined by experts; the latter can only be determined

by the defendant herselt." ment means anything, it means that the latter 3 Jotson v. Cranage, 39 Mich. 49, 33 Am. Rep. 351. reserves to himself the right of decision as to “Artists or third parties might consider a portrait an what is satisfactory, and that his conclusion

excellent one, and yet it prove very unsatisfactory to

the person who had ordered it and who might be un. shall be final and undisturbed.

able to point out with clearness or certainty the de. The cases of this character may conven

fects or objections." And see Hoffman v. Gallaber, 6 iently be put under two heads : 1st. Where

Daly, 42; Moore v. Goodwin, 43 Hun, 533.

- McClure v. Briggs (Vt.), 2 Atl. Rep. 583. "The de. the fancy, taste, sensibility or judgment of

fendant did not take the organ to see whether it ab the promisor are involved. 2d. Where the swered the contract or not, for if he had, and it did, question is merely one of operative fitness or

he is bound to keep and pay for it, whether satisfied

or not; but he took it to see wbether it was satisfac. mechanical utility.

tory to him or not. Neither he nor any of his family The First Class of Cases.-1. The personal were competent to judge as to the quality of the thread which runs through agreements of this

organ, and so he called in an expert to test it, and he

told bim the tone of it was good, and better than that kind has had such weight in all the courts that

of the Estey organ, which he seemed to like; but notthere appears to be a unanimity of judicial withstanding the opinion of the expert, he was so unopinion that here, at least, the promisee is prac

der the spell of the Estey organ, however, that he still

thought he was dissatisfied with the tone of the organ, tically debarred from questioning the ground

and if be really thought so, he was so, 'for as a man of decision on the part of the promisor or in thinketh in his heart, so is he."" vestigating its propriety. The courts refuse

5 Hartman v. Blackburn, 7 Pitts. L. J. 140.

6 Andrews v. Belfield, 2 C. B. (N. S.) 779. to say that where a man agrees to pay if he 7 Adams Radiator Co. v. Schrader (Pa.), 26 Atl. is satisfied with a thing of this kind he should Rep. 745. be compelled to pay on proof that some one

8 Haven v. Russell, 31 N. Y. (Supp.) 292; Glenny v.

Lacy, 1 N. Y. (Supp.) 513. else is satisfied with it. They recognize that

9 Gray v. Alabama Nat. Bk., 10 N. Y. (Supp.) 6, 14 in matters of taste and opinion there is no Id. 155. absolute standard as to what is good or bad,

10 Cassidy v. Janauechek, 54 Am. Rep. 714. "This

clause made the defendant the sole judge of the comand leave each map free to act on his ideas

petency." or prejudices as the case may be. Hence we 11 Spring v. Ansonia Clock Co., 24 Hun, 175; Tyler v. find that where the subject-matter of the con

Ames, 6 Lans. 280. "If he is required to prove facts

and circumstances which would justify him in feeling tract is a suit of clothes,' a bust of the de

dissatisfied with the manner plaintift filled his office, fendant's busband,? a portrait of the defend it would be annulling this clause of the contract, as

without such a clause he would have the right to dis1 Brown v. Foster, 113 Mass. 136, 18 Am. Rep. 463. miss the plaintiff, if he did not properly perform bis

2 Zaleski v. Clark, 44 Conn. 218. “The plaintiff un duties." Rossiter v. Cooper, 23 Vt. 520; Busb v. Koll dertook to make a bust which should be satisfactory (Colo.), 29 Pac. Rep. 919; Frary v. Am. Rubber Co. to the defendant. The case shows that she was not (Minn.), 53 N. W. Rep. 115; Koehler v. Bubl (Mich.), satisfied with it. The plaintiff has not yet then ful.

54 N. W. Rep. 157. “It is settled law that where : filled nis contract. It is not enough to say that she

person contracts to work to the satisfaction of his em. ought to be satisfied with it, and that her dissatisfac

ployer, the employer is the judge, and the question of tion is unreasonable; she, and not the court, is en: the reasonableness of his judgment is not a question

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