River Falls journal. [volume] (River Falls, Pierce County, Wis.) 1872-2019, 1903-08-06

even though they may remotely and in
directly appear to have some probable
effect in that direction.
1.-THE state antitrust act must have
the same construction in respect to traf-
fic on railroads within the state.
Does Not Control.
Neither the Great Northern company
nor the Northern Pacific company were
parties to, or in their corporate capacity
had anything to do with the formation
OF the Northern Securities company, nor
of any of the contracts or proceedings
complained of in the bill. The Northern
Securities company is merely an investor
in and owner of majority of the stock
of each of these two railroad companies.
1t is not railroad company, and has
no franchise or power to manage or OPP
crate or direct the management or OPP
Grafton of either railroad in respect to
rates or charges for transportation, or
otherwise; and there is no scintilla of
evidence that it has sought to control or
| interfere in respect to any of these mat
tiers.
made no contract in restraint of trade or
commerce. Owning now a. majority of
the stock of each of these railroad COM
panies, it has the power by voting it's
stock to elect the board Of directors-the
governing body-of each of these rail-
road companies. But the board of di-
rectors of each is a different body from
the board Of directors of the other, as no
director of the Great Northern company
can be director of the Northern Pacific
company. The directors of each railroad
| company will appoint it's managing and
other officers, and control its business
and policy. Presumably they will seek,
in lawful ways only, to increase the bust
ness and property of the railroad which
| they as directors represent.
"The action of the defendant Hill in
promoting the formation of the North
| ern Securities company, under the cir
| cumstances and for the purposes which
4 he nd i1XY N
| it's stock by the sale to it of his stock
in the two railroad companies, involved
or commerce, or affecting transportation
or rates, more than any ordinary trans
fer Of railroad stock from one person to
another.
Differs With Other Court.
"That my judgment, after most care
law applicable thereto, as construed by
the highest court, leads me to the con-
clusion that none Of the defendants have
violated the Minnesota antitrust act.
| conclusion apparently contrary to that
reached by eminent judges who, in this
court recently decided the case of Unit
pany, 12O Fed, 721, and who will doubt
| less in another court review this cause
upon appeal, has necessarily caused hes
| itation and careful examination. But the
rights of litigants and my own sense of
| duty alike requires that my own DELHI
crate Judgment guided tet;1 by my UNDER
I
the law be given in all cases tried be-
fore me-. -. ~.
! as I read it and understood it, does not
/ specify or point out any contract agree
ment or act on the part of the defend
ants, or any OF them which Is ddrect y.
4 which has any direct reference to trade,
commerce, transportation or rates; nor
the part of any defendant to do any
| such act, or enter into any such con-
| tract or agreement.
But it is argued that because the
Northern Securities company has become
| the owner of a large majority of the
stock of each of the two railroad cor
suppress competition between them, by
! causing the two boards of directors of
these railroad corporations, which it can
| fill by election, to enter into arrange.
| ments or agreements in restraint of
trade, which will suppress competition;
and as a corollary to this reasoning Cor
/ formation of the Northern Securities
| company, and purchase by it OF ma
| jority of the stock of each of these rail
| road companies, are acts or contracts in
restraint of trade, though of themselves.
and without further action (not yet
fakf and az be Wo to @
| panies. the formation of the Northern
| Securities company and its holdings OF
directly or Indirectly with trade, COM
merce, transportation or rates.
Guilty Before Offending.
"To epitomize this decision: It is held
| that it will be for the interest of the
Northern Securities company, to restrain
! trade by suppressing competition between
| these two railroad companies; and that
by coercing or persuading the two boards
of directors, whom it has the power to
elect it will certainly cause them to
] commit highly penal offenses by enter
! ing into combinations. contracts and ar
engagements in restraint of trade, in vio-
antitrust hence
the Northern Securities company is al
ready guilty of these offenses that have
! its officers or promoters so far as appears;
and it must be suppressed and destroyed.
ST am compelled to reject the doctrine
that any person can be held to have com
mitted, or to be purposing and about to
commit a highly penal offense, merely
cGiar~ interests will oT be thereh h1s a P9
vanced, and. that he has the power either
directly by himself, or indirectly through
persuasion or coercion of his agents to
compass the commission of the offense
No Consolidation.
| "Third-The charge in the bill that the
| acts of the defendant contravene the
| statutes of Minnesota prohibiting the
consolidation of parallel and competing
lines of railroad presents a different
Chapter 90, General Laws of Mime
| sota 1874 provides as stated:
erS or or tine les
! road corporation, shall consolidate the
stock, property or franchise of such cor
poration with, or lease or purchase the
works or franchise of, or in any way
control any other railroad corporation
owning or having under it's control
parallel or competing line
This is the only statute on that sub
ject of consolidating parallel and COM
| peting railroads that need be considered,
as it covers whatever is containd in any
other This statute is a valid exercise
] of the police power of the state Louis
| vile, etc, Railroad VS.. Kentucky, 141 U.
"The prohibition against consolidating
applies;
railroad corporation, and neither the
Great Northern company nor the Northern
Pacific company in it's corporate capacity,
did any of the acts charged
go. Lessees of railroad corporations
There are none.
Not Purchaser.
SO. Purchasers of railroad corpo-
misunderstanding this term as apply
| ing to those who acquire by deed or de-
| cree, having capacity to hold and enjoy
! the franchises and operate the railroad
there were none in this
| tions-A railroad manager is the per
| son having the administration, charge
and oversight of the operation and bust
ness of the railroad. Among the parties
concerned, Mr.. Hill alone was railroad
manager. He did not effect any CONSOLE
dalton. He promoted the formation of
the Northern Securities company, and
sold to it stock of both railroad COM
but the complainant contends that
when the Northern Securities company
had about Dec. L, 1901, purchased and
! trolling majority of the stock of the
| Northern Pacific company, it became the