The times. [volume] (Richmond, Va.) 1890-1903, 1902-01-28
TO FILE BILL AGAINST
SECURITIES COMPANY
Continued From First Pageo
Minnesota has a right to maintain this
action in this court against the Northern
Securities Company to determine that


action in this court against the Northern
Securities Company to determine that
question.
The statutes of the State of Minnesota
the enforcement of which form a partial
basis for the relief sought, are in
sense penal statutes They provide no
punishment for their violation. They are
not only not penal, but we think form
part of the contract which gives the
State the right TO maintain this action,
both in its individual capacity as we'll as
that of parens patriae. The stockholders
OF the two railway companies whose
properties and lands are sought to be
consolidated have been granted the right
by the State OF Minnesota to be or to
exist as corporations within said State
and to exercise the right of eminent do
main. It is a well settled principle OF
law that the public statutes of a State
relating to a corporation become and are
a part Of the charter of a. corporation
created in or permitted to do business in
such State: thatis, a part of the consid-
Grafton which the State receives for grant
ing the right to be corporation and
exercise the powers and privileges as such
in the State is an agreement on the part
Of such corporation and its stockholders
that it and they will observe the laws of
the State relating to such corporation.
IMPLIED AGREEMENT
It must be borne in mind that in addi-
ton to the statutes prohibiting the con-
solidation the State of Minnesota has
contributed over ten millions acres of
land in order to secure the construction
and maintenance of some of the par
alel and competing lines by either the
Great Northern or Northern Pacific Rail-
way Company. A part ofsthe considera-
ton which the State received for the
lands granted was the implied agreement
on the part of such railroad corpora tons
and their stockholders that these lines of
railway should be maintained and operat-
ed by such corporations as parallel and
competing lines.
Apart of the statute law Of the State
of Minnesota relating to railroad cOrpo-
rations has been for nearly thirty years
that no consolidation in any manner
whatever shall take place between parallel
and competing lines of railway within the
State; that is, one of the conditions and
considerations demanded by the State
for the right to be Il railroad corporation
and to exercise the POWERS and privileges
Of such within the State is that free and
open competition in both freight and pas
senger rates shall exist between the lines
OF railway operated by such corporation:
and the violation of these statutes is a
violation OF the contract rights or obi-
cations of the corpora tons as well as OF
the stockholders thereof with the State,
and as we contend, gives the Safe the
right to maintain an action to enion such
violation. The enforcement of such Il
statute is the enforcement of a remedial
statute or a statute which gives the right
to the state. in its individual capacity as
we'll as in its apacfty as representative
of its citizens, to maintain this action in
any court Of competent jurisdiction.
The State of Minnesota, in attempting
to enforce its statutory right and remedy
BY means of this action. is not asking
this court to enforce anything contrary
E to the declared public policy Of New Jer-
sew or of the National Government. The
declared public Isolicy#of New Jersey and
the United States is against the CONSOLE
dalton and uniflcation of competing lines
of railway and the removal of COMPETE
ton in freight and passenger rates. This
policy is declared in the so-called "anti-
trust law of the United States, which
has been Before this court on several
occasions.
PART OF CONTRACT
The right to maintain a cause of action
created by statute or which arises by
reason of the violation of a statute other
than a strictly penal law. has been rec
ognized by this court. The contract obii-
cation to obey the laws Of the State of
Minnesota rests primarily upon the STOCK
holders of the corporation: it is one Of
the conditions which the State demands
of the persons about to form a CORPORA
& ton: It. in effect, says to them II yo;i
will obey the laws of the State relating
s to the corporation you wish to form. the
State Will permit you to organize as a
corporal ion. = AS held by this court. the
franch ise#of being corporation belongs
to the stockholders. 1t logically follows
that the obi ga ton to obey the law is
imposed In the first instance and forever
after Tema aims upon the stockholders Of
tina corporal ton.