New-York tribune., 1903-04-10
A GOVERNMENT VICTORY.
Continued from first page.

cities of Duluth. ST Paul and Minneapolis. In
thu State Of Minnesota, thence across the con-
tinenl TO Puget Sound. These roads are and in
public estimation have ever been regarded as
parallel and competing lines For some years
with each other actively for transcontinental
and interstate traffic. In the spring of the year
OF 1901 they united in purchasing about 9S par
cent Of the entire capital stock OF the chicago;
Burlington and Quincy Railway Company ana
became joint sureties for the payment OF bonds
of the last named company, whereby the puf-
chase was accomplished which were to run
twenty years and bear 4 per cent interest per
ennun. The amount of stock so acquired was
OF the mar value OF about slO7. 100000. and, as
ft was purchased at the rate of SOU a snare
the bonded Indebtedness OF the two companies
thus increased to the extent of S2Ooooovo.
FORMATION OF THE COMPANY
Subsequent TO the acquisition of the stock Of
the Burlington company. and in the summer OF
the year 1901. certain large and influential
stockholders OF the Northern Pacific and Great
Northern companies who had practical control
Of fhe two roads and who have been made par
ties defendant TO the present BILL acting IN con-
cert with each other, conceived the design OF
placing a very large majority of the STOCK OF
both of the last named companies IN the hahos
OF a single owner To this end these STOCK
holders arranged and agreed with each otner 10
procure and cause the formation OF corpora
ton under the laws of the State OF NeW-Jersey,
which latter company. when ORGANIZED; shouIa
buy all, at least the greater part OF tEe STOCK
Of the Northern Pacific and Great Northern
companies.
The individuals who conceived and promoted
this plan agreed with each other to exchange
their respective holdings OF stock in the last
named railroad companies for the STOCK OF the
New-Jersey company when the same should De
fully organized and to use their influence to in
duce other stockholders in their respective COM
panies to do likewise, TO the end that the New
Jersey company might become the sole owner or
the whole. at least major portion. OF the
stock Of both railroad companies In accord
ence with this plan the defendant, the Northern
Securities Company thereafter termed the Secur-
tties Company, was organized under the laws OF
With 3 canital stock of $500 600 000 that sum
being the exact amount required TO purchase the
total stock Of the two railroad companies at the
price agreed TO be paid therefor
When the Securities Company was organized
ft assented TO and became a party to the scheme
that had been devised by its promoters before II
became a legal entity. Very shortIy alter ils
organization the Securities Company acquired
large majority of all TIE stock OF the Northern
Pacific Company at the rate or SlIo shaie'
paying therefor in its own stock at par. AT the
same time it acquired about three hundred
thousand shares Of the stock or Ihe IIeat
Northern COMPANY from those stockholders OF
that company who had been instrumental in or
ganizing the Securities Company, paying there
for al the rate of SiS0 share, and using lts
own stock at par make the purchase me
Securities Company subsequently made fuTther
panv at the same rate, and in about three
months had acquired stock Of the latter com
rany amounting at par TO about S93.eoooeo
using for that purpose It's own STOCK 10 the
amount of about S111.Ooo.1N
DESTROYED MOTIVE FOR COMPETITION.
The Securities Company was enabled TO make
the subsequent purchase OF stockholders or the
Great Northern Company not Immediately con-
cerned in the organization Of the securities
Company by the advice, procurement ana per
suasion OF those stockholders OF the Great
Northern Company who had been instrumental
in organizing the Securities Company and had
exchanged their own stock for stock In that
company shortly after its organization AT the
present time the Securities Company is the
owner OF about 96 per cent OF all the stock Of
the Northern Pacific Company and the owner of
about &C per cent Of all the stock Of the Great
The scheme which YVES thus devised and con-
summated led inevitably to the following re-
suits:
Ffrst-lt placed the control of the two
rond. in the hands "A single person. to
wit, Securities Company, by virtue of
ownership of n large majority of the
stock Of both companies.
second-It destroyed every motive for COM
petition between the roads engaged I'm in
terstate traffic which were natural competi-
tors for business. by pooling the earnings
of the roads for the common benefit OF
the stock holders of both companies.
And. according to the familiar rule that every
is presumed TO intend what is the necessary
consequence Of his own acts when done wilfully
who conceived and executed the plan aforesaid
INTENDED. among other things. TO accomplish
these objects.
MEANING OF THE ANTITRUST LAW.
The general question Of law arising upon this
state of facts is whether such a combination of
interests that hove described falls within
the inhibition of the Antitrust act or is be-
yond its reach. The act brands Illegal every
contract, combination in the form Of trust or
otherwise or conspiracy fin restraint Of trade Of
commerce among the several States CT with for
eign nations Learned counsel both sides
have commented the general language of the
ect, doing So Of course for q different purpose,
and the generality Of the language employed S.
IN our judgment, Of great significance. II indi-
Gates, think. that Congress- being unable to
and describe all the plans that might be
formed and expedients that might be resorted TO
trade
rnerce. deliberately employed words Of such gen
eral import IS. in its opinion. would comprehend
every scheme that might be devised TO accom-
plish that end.
What is commonly termed a trust was p
species Of combination organized by individuals
corpora tions for the purpose Of uonopOliZing
the manufacture Of Or the traffic in various ar
ricles and commodities which was well known
and fully understood when the Antitrust act
approved. Com mbinatiOns in that form were
accordingly prohibited: but Congress- evidently
anticipating that combination might be other
wise formed. WAS careful 10 declare that COM
hination in any other form. IL in restraint of
interstate trade or commerce-that is. if 1t
directly casioned effected such restraint
likewise should he deemed illegal. Moreover. in
cases arising under the act, it has been held by
the highest judicial authority In the nation. and
its opinion has been reiterated in no uncertain
terms that the applies to interstate carriers
OF freight and passengers as well as to all other
persons natural or artificial: that the words
mean in nnres.onnife or parfiai restraint
trade or commerce. but ANY direct re-
efraibf thereof; that agreement between
competing railroads which requires them to act
IN concert and fixing the rate for carriage Of
passengers or freight over their respective lines
from one State TO another and which. by that
means restricts temporarily the right Of any
che Of such carriers TO name such rates Of the
carriage Of such freight or passengers over its
road as r. piaases, IS contract in direct re-
strain. of commerce within the meaning of the
act in that it tends to prevent competition; that
II matters not whether. while acting under such
e contract the rate fixed is reasonable
reasonable, the vice of such Of a contract or