The times dispatch. [volume] (Richmond, Va.) 1903-1914, 1903-04-10
MERGER /. IS. IS
UNLAWFUL
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such freight or passenger over its road.
as 1t pleases. Is q contract In direct re-
straint Of commerce within tho meaning
Of the act; that 1t matters not whether
the rate fixed Is reasonable or unreason-
able, tho vice Of such contract or COM
binatlon being that it confers the, power
to establish unreasonable rates and di-
rectly restraints commerce by placing OBJ
stacles In the way of free and unrestrict-
ed competition; and finally, that "a Con-
gress has the power under the grant Of
authority, ntained in the Federal Con-
istltuton to regulate commerce, to say
that no contract or combination shall
be legal which shall act to restrain inter
state commerce or trade.
Taking the foregoing propositions for
granted. It Is alleged that the defendant
would have violated the antitrust H law
! II they had done. through the agency Of
natural persons, what they have accom-
pllshed through an artificial person Of
their own creation. That Is to say, IL
the same individuals who promoted the
Securities Company, in pursuance OF a
previous, understanding or agreement so
to do, had trans ferred their stock In the
two railroad companies to third par
ty, and had empowered the holder or
hc1lers to vote the stock, the result
would have been combination In direct
violation Of the antitrust commerce law,
as 1t would tend to Suppress competition
between the two carriers whose lines are
parallel ks III
1t would not do to say that SO long as
each railroad company has its own board
of directors they operate Independently
and not controlled by the owner Of tho ma
jorlty Of their stock It Is the common cx-
perience OF mankind that acts OF corpora
tons are dictated and that their policy
Is controlled by those who own tho ma
jority OF their stock. sf <
What has been done through tho or
ganizatlon of tho Securities Company, ac-
complished the object which Congress- has
denounced rs Illegal more effectively per-
haps, than such q combination as Is last
supposed. Ess4s
#4lt Ia manifest. therefore, that tho New
Jersey charter Is about the only shield
which tho defendants can nterpose boz
tween themselves and the law. N
THE CHARTER,
the court discusses tho question
whether Charter granted by State
can be used to defeat tho Will Of the
national legislature. and says 1t Is clear
that the State Of New Jersey did not
intend to grant n charter under cover.
OF which an organization denounced by
Congress- as unlawful might be formed
ana maintained because the enabling
act under which tho Securities Company
was orgalnzed, expressly declares that
three or more persons may avail chem
selves OF the provisions Of the act, and
become q corporation for any lawful
purpose" Tho words In question oper-
ate. says the court, as a limitation on
the powers enumerated In the articles
Of association. n 55
Again. It Is urged tentatively that II
the existing combination, which the gov
eminent seeks to have dissolved, Is held
to be one in violation OF the antitrust
act and unlawful, then the act unduly
restricts tho rights OF the indyidaul to
mako contracts, buy ard sell property
and Is invalid for that reason.
This contention. tho court says, Is met
and answered by tho decision in Addy-
ston Pipe and Steel Company VS.. tho
United States In which the court says:
Tho provision Of the Constitution does
not. ms We believe. exclude Congress
from legisfatlng with regard TO contra cts,
while In tho exercise OF Its constitutional
right to regulate commerce among tho
States; on the contrary, we think tho
provision regarding the liberty OF tho
citizen is TO some extent limited by the
commerce clausa Of the Constitution,
and that the power Of Congress to regu-
late Interstate commerce comprises the
rlghtfto enact law prohibiting tho clti-